北京五一视界数字孪生科技股份有限公司Beijing 51WORLD Digital Twin Technology Co., Ltd.06651.HK
投资者赎回权及其会计影响
Changes in carrying amount of financial instruments issued to investors relate to the redemption rights granted to investors in historical financings. Such redemption rights were terminated in 2023 and the redemption liabilities recognized was reclassified to equity.
Financial Information · 第 299 页
We define adjusted net loss (non-IFRS measure) as net loss for the year adjusted by adding back changes in carrying amount of financial instruments issued to investors, share-based payment and listing expenses.
We recorded fair value changes of convertible redeemable preferred shares of losses of RMB150.6 million, RMB48.3 million, RMB50.4 million and RMB25.5 million in 2022, 2023, 2024 and the six months ended June 30, 2024, respectively.
Financial Information · 第 261 页
The convertible redeemable preferred shares were issued in our equity financings, which will be re-designated as equity upon the Listing along with the automatic conversion of convertible redeemable preferred shares into ordinary shares.
Financial Information · 第 261 页
We recorded convertible preferred shares of RMB1,601.1 million, RMB1,683.5 million, RMB1,753.6 million, and RMB1,623.6 million as of December 31, 2022, 2023 and 2024 and June 30, 2025, respectively, generally as a result of fluctuations in the equity valuation of our preferred shares and foreign exchange rate between U.S. dollars and Renminbi.
As of December 31, 2022, 2023 and 2024 and June 30, 2025, our convertible preferred shares had fair values of RMB5.6 billion, RMB7.5 billion, RMB7.7 billion and RMB7.6 billion, respectively.
Financial Information · 第 338 页
We designate the entire convertible preferred shares as financial liabilities at fair value through profit or loss with fair value change recognized in “fair value changes of convertible preferred shares” in profit or loss.
Financial Information · 第 311 页
The convertible preferred shares will automatically convert into ordinary shares upon the completion of the Global Offering, and no further loss or gain on fair value changes is expected to be recognized afterwards.
Our changes in carrying amount of financial instruments with preferred rights primarily related to recognition of financial liabilities arising from the Company’s obligation to buy back certain shareholders’ investments upon the occurrence of any specified contingent redemption events which are not within the Company or the Group’s control based on the shareholders’ agreement entered into among the Company, certain members of the Group and each of the Company’s shareholders in May 2022.
Financial Information · 第 277 页
Our changes in carrying amount of financial instruments with preferred rights was RMB155.7 million for the year ended December 31, 2024.
Financial Information · 第 277 页
When the preferential rights are automatically terminated upon the Listing, the carrying amount of the financial liabilities then will be reclassified from current liabilities to other reserve with no further gain or loss.
Under U.S. GAAP, we classified the preferred shares as mezzanine equity in the consolidated balance sheets because they were redeemable at the holders’ option upon the occurrence of certain deemed liquidation events and certain events outside of our control.
Financial Information · 第 548 页
We designated the entire preferred shares as financial liabilities at fair value through profit or loss such that the preferred shares are initially recognized at fair value, while subsequently changes in the fair value are recognized in profit or loss.
Financial Information · 第 548 页
Accordingly, the reconciliation includes a fair value loss difference of US$103.9 million, US$229.1 million, US$364.3 million, US$43.2 million and nil, and a difference of US$0.3 million, US$0.2 million, nil, nil and nil in selling, general and administrative expenses, recognized in net loss attributable to us, for each of the years ended December 31, 2022, 2023 and 2024 and for the six months ended June 30, 2024 and 2025, respectively.
In 2022, 2023 and 2024, we recorded fair value gains of preferred shares, warrants and convertible notes of RMB2,815.4 million, RMB585.5 million and RMB186.0 million, respectively.
Financial Information · 第 371 页
For the six months ended June 30, 2024 and 2025, we recorded fair value losses of preferred shares, warrants and convertible notes of RMB8.2 million and RMB208.0 million, respectively.
Financial Information · 第 371 页
The relevant warrants and convertible notes have been converted into preferred shares and all preferred shares will be converted into equity upon the Listing.
Our changes in fair value of financial liabilities at shares with preferential rights amounted to RMB421.6 million, RMB221.0 million, RMB1,155.2 million, RMB551.9 million and RMB128.3 million in 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, respectively.
Financial Information · 第 351 页
Shares with preferential rights that we issued to the Pre-IPO Investors will be re-classified from liabilities to equity as a result of the automatic conversion into Shares upon Listing.
Accordingly, we recorded convertible redeemable preferred shares of RMB3,127.9 million, RMB3,143.9 million and RMB2,675.3 million as of December 31, 2023, 2024 and June 30, 2025, respectively.
Financial Information · 第 334 页
In 2023, 2024 and the six months ended June 30, 2024 and 2025, we incurred loss on convertible redeemable preferred shares amounted to RMB225.4 million, RMB18.5 million, RMB14.3 million and RMB72.5 million, respectively.
Business · 第 219 页
We do not expect to record any further convertible redeemable preferred shares as such preferred shares will be re-designated from liabilities to equity as a results of the automatic conversion into ordinary shares upon the completion of the Global Offering.
Changes in fair value of redemption liabilities on equity shares represent the fair value changes of the Shares with preferred rights held by our Pre-IPO Investors, which are also non-cash in nature.
Summary · 第 20 页
The redemption rights granted to our Pre-IPO Investors had been terminated pursuant to certain supplemental agreements in 2024, and we no longer recognized any redemption liabilities on equity shares or any loss or gain on fair value changes of such liabilities thereafter.
Summary · 第 20 页
The decrease of our net losses from 2023 to 2024 was primarily due to (i) a decrease of RMB75.2 million in change in fair value of redemption liabilities on equity shares, mainly because we terminated the redemption rights granted to our Pre-IPO Investors pursuant to certain supplemental agreements in 2024, and we no longer recognized any redemption liabilities on equity shares or any loss or gain on fair value changes of such liabilities thereafter; and (ii) a decrease of RMB45.2 million in research and development expenses, mainly attributable to decreases in clinical trial expenses and preclinical and CMC expenses, which aligned with the evolving progress of respective preclinical and clinical programs of our drug candidates; partially offset by an increase of RMB49.6 million in administrative expenses, mainly attributable to an increase in share-based compensation arising from increases in the number and value of share incentives granted, and an increase in professional service fees mainly in connection with the listing expenses incurred.
Our change in fair value of financial liabilities through profit or loss and derivative financial instruments were losses of US$45.3 million, US$95.8 million and US$63.7 million for the years ended 31 December 2022, 2023 and 2024, respectively.
Financial Information · 第 481 页
As of the Latest Practicable Date, we had not received any redemption notice from Series C Investors and a majority of Series C Investors have indicated to us that they have no intention to exercise the redemption rights for at least 12 months from 31 December 2024.
Financial Information · 第 491 页
The fair value changes of convertible redeemable preferred shares affected our financial performance in the Track Record Period, and will continue to affect our financial performance subsequent to the Track Record Period until the conversion of Preferred Shares into ordinary shares upon Listing.
We incurred fair value losses on financial liabilities at FVTPL of RMB67.1 million, RMB45.4 million and RMB83.4 million, in 2022, 2023 and 2024, respectively.
Financial Information · 第 347 页
Our fair value losses on financial liabilities at FVTPL increased from RMB45.4 million in 2023 to RMB83.4 million in 2024, primarily due to changes in the valuation of our Company.
Financial Information · 第 349 页
However, our financial performance may be affected by changes in the fair value of redemption liabilities on equity shares until their conversion into equity upon Listing.
Fair value changes in financial instruments issued to investors were RMB366.9 million, RMB256.1 million, and RMB493.7 million, respectively, for the years ended December 31, 2022, 2023, and 2024.
Financial Information · 第 379 页
The loss we recognized from the fair value changes in financial instruments issued to investors increased from RMB256.1 million for the year ended December 31, 2023 to RMB493.7 million for the year ended December 31, 2024, primarily due to the larger increase in our business value for the year ended December 31, 2024 than for the year ended December 31, 2023 as determined using valuation techniques.
Financial Information · 第 385 页
Immediately prior to the Listing, all the preferred rights associated with our Shares will be terminated.
In 2022, 2023 and 2024, we recorded fair value losses on financial liabilities at FVTPL of RMB29.5 million, RMB55.5 million and RMB43.0 million, respectively.
Financial Information · 第 325 页
Upon completion of this Listing, our Preferred Shares will be automatically converted into Ordinary Shares.
Financial Information · 第 325 页
However, our financial performance may be affected by changes in the fair value of financial liabilities at FVTPL until their conversion into equity upon listing.
These changes in profit or loss relate to the financial instruments we issued to investors which will automatically convert into ordinary shares upon the completion of the Global Offering, and the carrying amount of the financial liabilities are expected to be reclassified to equity upon such conversion.
Summary · 第 10 页
Financial instruments issued to investors amounted to RMB899.9 million, RMB1,357.1 million, RMB1,702.2 million and RMB1,703.1 million as of December 31, 2022, 2023 and 2024 and March 31, 2025, respectively.
Our fair value change of financial liabilities at fair value through profit or loss amounted to loss of RMB1,017.9 million and RMB873.4 million in 2023 and 2024, respectively.
Financial Information · 第 451 页
Our financial liabilities at fair value through profit or loss increased from RMB2.1 billion as of December 31, 2023 to RMB3.0 billion as of December 31, 2024 primarily due to the changes in fair value of our Preferred Shares.
Financial Information · 第 463 页
These Preferred Shares will be converted into Ordinary Shares upon Listing, after which the amount of our financial liabilities at fair value through profit or loss will be derecognized from our liabilities and recorded as equity.
In 2020, we issued redeemable ordinary shares to certain investors, who have the right to mandate us to repurchase their equity interests at the price agreed under certain circumstances. In 2022, we replaced the redeemable ordinary shares with warrants and convertible redeemable Series A preferred shares, which will be converted to ordinary shares upon the Listing.
Financial Information · 第 332 页
We recorded losses from fair value changes of financial liabilities through profit or loss of RMB728.4 million, RMB389.5 million and RMB294.2 million in 2021, 2022 and 2023, respectively, and of RMB21.7 million and RMB10.6 million in the nine months ended September 30, 2023 and 2024, respectively, primarily attributable to changes in the valuation of our Company.
Financial Information · 第 332 页
We do not expect to record any further fair value changes of financial liabilities at fair value through profit or loss after Listing as preferred shares liabilities will be re-designated and reclassified from liabilities to equity as a result of the automatic conversion into ordinary shares upon the Listing.
As of December 31, 2021, 2022 and 2023 and as of June 30, 2024, we had convertible redeemable preferred shares of RMB1,382.9 million, RMB1,573.9 million, RMB1,848.0 million and RMB1,822.0 million, respectively.
Financial Information · 第 306 页
We recorded fair value changes on convertible redeemable preferred shares of RMB144.2 million, RMB191.0 million, RMB274.1 million, RMB188.6 million and RMB157.0 million in 2021, 2022 and 2023 and the six months ended June 30, 2023 and 2024, respectively.
Financial Information · 第 278 页
They represented the increases in valuation of the Company.
脑动极光医疗科技有限公司BrainAurora Medical Technology Limited06681.HK
可赎回优先股公允价值亏损及上市转换
Our fair value changes of financial liabilities at FVTPL primarily relates to fair value changes of our redeemable preference shares.
Financial Information · 第 437 页
Our fair value changes of financial liabilities were RMB623.8 million, RMB385.9 million, RMB165.2 million, RMB163.5 million and RMB0.2 million in 2021, 2022, 2023, and the six months ended June 30, 2023 and 2024, respectively.
Financial Information · 第 437 页
Our Shareholders also resolved to, immediately upon completion of the Share Subdivision, automatically convert each issued and unissued Series A Preferred Shares into ordinary Shares on a one-to-one basis by way of re-designation upon Listing.
Our redemption liabilities increased from RMB1,120.6 million as of December 31, 2021, to RMB1,388.5 million as of December 31, 2022, and further increased to RMB1,713.3 million as of December 31, 2023, RMB1,776.2 million as of June 30, 2024 and RMB1,851.5 million as of October 31, 2024, primarily due to the increase in the equity value of our Group.
Financial Information · 第 482 页
The changes in carrying amount of the redemption liabilities were loss of RMB84.4 million, RMB267.8 million, RMB324.8 million, RMB127.1 million and RMB63.0 million in 2021, 2022 and 2023 and for the six months ended June 30, 2023 and 2024, respectively. The preferential rights will terminate upon Listing and the relevant redemption liabilities will be re-classified to equity.
Financial Information · 第 442 页
We expect all preferential rights of the convertible redeemable preferred shares to be terminated upon Listing and the relevant redemption liabilities to be re-classified to equity.
(1) Changes in the carrying amount of liabilities recognized for financial instruments issued to investors represent the fair value changes of the redemption rights granted by us, which were reclassified to equity after the termination of the investors’ redemption rights in September 2022.
Summary · 第 15 页
Our finance costs related to changes in the carrying amount of liabilities recognized for financial instruments issued to investors amounted to RMB2,298.9 million, RMB898.0 million, nil, nil and nil in 2021, 2022, 2023 and the six months ended June 30, 2023 and 2024, respectively.
Business · 第 284 页
(1) Changes in the carrying amount of liabilities recognized for financial instruments issued to investors represent the fair value changes of the redemption rights granted by us, which were reclassified to equity after the termination of the investors’ redemption rights in September 2022.