We do not expect to record any further changes in fair value of the convertible redeemable preferred shares after the Listing as such convertible redeemable preferred shares will be converted from liabilities to equity as a result of the automatic conversion into ordinary shares upon the Listing.
Summary · 第 20 页
Our fair value change of convertible redeemable preferred shares were RMB476.2 million in 2023, as compared to RMB493.2 million in 2022, which reflected the continued increase in the equity value of our Company and the rising currency value of US dollars against Renminbi.
As of December 31, 2021, 2022 and 2023 and June 30, 2024, we recorded preferred shares and other financial liabilities at fair value through profit or loss of RMB18,341.2 million, RMB26,451.3 million, RMB39,239.6 million and RMB43,782.7 million, respectively.
Financial Information · 第 441 页
We recorded RMB764.0 million, RMB6,655.4 million, RMB4,760.4 million, RMB713.6 million and RMB4,012.7 million in fair value changes of preferred shares and other financial liabilities in the consolidated statements of profit or loss in 2021, 2022 and 2023 and for the six months ended June 30, 2023 and 2024, respectively, primarily representing changes in fair value of preferred shares and convertible loan.
Financial Information · 第 409 页
They can be converted into our ordinary shares at any time at the option of the holders or automatically converted into ordinary shares upon the completion of this Global Offering.
The Series A, Series B, Series C-1, Series C-2, Series D, Series E-1, Series E-2, Series F and Series F-1 of convertible redeemable preferred shares (collectively, the “Preferred Shares”) issued by our Company are redeemable upon occurrence of certain events.
Financial Information · 第 383 页
Our fair value changes of convertible redeemable preferred shares were a loss of RMB96.5 million, RMB83.8 million, RMB156.1 million and RMB111.5 million in 2021, 2022, 2023 and the three months ended March 31, 2024, respectively.
Financial Information · 第 399 页
Our fair value loss on convertible redeemable preferred shares increased by 94.6% from RMB57.3 million in the three months ended March 31, 2023 to RMB111.5 million in the three months ended March 31, 2024, as a result of changes in the fair value of the convertible redeemable preferred shares issued by us to Pre-IPO investors as the valuation of our Company increased during the period.
黑芝麻智能国际控股有限公司Black Sesame International Holding Limited02533.HK
优先股公允价值变动致大额亏损并于上市时转换
The Preferred Shares are redeemable upon occurrence of certain future events. These instruments shall be converted into our ordinary shares at any time at the option of the holders or automatically converted into ordinary shares upon occurrence of our qualified initial public offering (“Qualified IPO”).
Financial Information · 第 350 页
We had fair value losses in financial instruments issued to investors of RMB3,179.8 million and RMB780.3 million in 2023 and the three months ended March 31, 2023, primarily representing changes in fair value of preferred shares, resulting from the increase in fair value of the equity interests with preferred rights held by our investors.
Financial Information · 第 367 页
We do not expect to record any further fair value changes in financial instruments issued to investors as (i) preferred shares liabilities will be redesignated 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, our convertible redeemable preferred shares amounted to RMB1,368.8 million, RMB1,737.9 million and RMB1,911.5 million, respectively.
Financial Information · 第 396 页
In addition, we eliminate the impact of changes in the carrying amount of preferred shares liability and foreign exchange differences associated with our Preferred Shares, primarily because these are non-cash items in nature.
Summary · 第 11 页
The convertible redeemable preferred shares will be automatically converted into ordinary shares upon the completion of the Global Offering, upon which the carrying amount of the financial liabilities will be transferred to share capital and capital reserve.
We issued convertible redeemable preferred shares to Series A investors in 2022.
Financial Information · 第 485 页
As such, we recorded a loss of RMB10.4 million and RMB64.5 million from the changes in the carrying amount of convertible redeemable preferred shares in 2022 and 2023, respectively.
Financial Information · 第 485 页
All the convertible redeemable preferred shares will be re-designated from financial liabilities to equity as a result of the automatic conversion into our Shares upon the Listing.
We had financial liabilities at FVTPL of RMB2,092.8 million, RMB2,154.8 million and RMB2,212.6 million as of December 31, 2021, 2022 and 2023, respectively.
Financial Information · 第 392 页
Fair value changes of financial liabilities at FVTPL represent fair value changes relating to shares with preferential rights issued by us.
Summary · 第 13 页
We do not expect to record any fair value changes in such instruments following the completion of the Global Offering.
Preferred Shares issued by us are redeemable at the option of the holders at any time commencing on the redemption start date.
Financial Information · 第 365 页
We had a loss of RMB234.1 million in 2022, and a gain of RMB1,521.2 million and RMB209.3 million in 2021 and 2023, respectively, from the change in fair value of Preferred Shares.
Financial Information · 第 377 页
As of December 31, 2021, 2022 and 2023 and April 30, 2024, the Preferred Shares had fair values of RMB4,228.2 million, RMB4,465.6 million, RMB4,256.2 million and RMB4,098.6 million, respectively.
As of December 31, 2021, 2022 and 2023 and April 30, 2024, we had liabilities in relation to CRPS of RMB7,701.3 million, RMB9,320.8 million, RMB10,780.3 million and RMB10,816.1 million, respectively, reflecting our increasing valuation.
Financial Information · 第 590 页
We recorded changes in fair value of CRPS and other financial liabilities of RMB1,843.9 million, RMB957.8 million and RMB1,275.2 million in 2021, 2022 and 2023, respectively, primarily due to the increased valuation of our Company.
Financial Information · 第 564 页
Upon completion of Listing, all of our CRPS will be automatically converted into Ordinary Shares and we do not anticipate recording further gains or losses related to valuation changes in these instruments after the Listing.
In 2021, 2022 and 2023, our fair value change of financial assets at fair value through profit or loss was nil, gains of RMB0.2 million and nil, respectively, and our fair value change of financial liabilities at fair value through profit or loss was losses of RMB26.7 million, RMB14.2 million and RMB75.0 million, respectively.
Financial Information · 第 365 页
Our convertible redeemable preferred shares and warrants classified as non-current liabilities were RMB180.1 million, RMB291.7 million and RMB372.4 million as of December 31, 2021, 2022 and 2023, respectively.
Financial Information · 第 386 页
Additionally, the holders of Series A and Series B Preferred Shares have the right to require us to redeem their preferred shares if the qualified initial public offering is not consummated on or prior to August 4, 2025, or upon the occurrence of certain other specified events.
We had current and non-current liabilities of convertible redeemable preferred shares and convertible bonds of RMB976.7 million, RMB1,310.9 million and RMB1,254.0 million as of December 31, 2021, 2022 and 2023, respectively.
Financial Information · 第 395 页
Our fair value loss on financial liabilities at FVTPL decreased from RMB191.5 million in 2022 to RMB24.1 million in 2023, primarily as a result of the changes in fair value of our preferred shares.
Financial Information · 第 378 页
The convertible redeemable preferred shares will be automatically converted into ordinary shares upon completion of the Global Offering, and we do not expect to record further gains or losses in relation to valuation changes in such instruments after the Listing.
loss from fair value change of financial liabilities at FVTPL, mainly representing fair value losses of the preferred shares issued to Pre-IPO Investors
Financial Information · 第 428 页
We recorded net other losses of RMB49.6 million in 2023, changed from net other gains of RMB97.0 thousand in 2022, primarily due to (i) an increase in loss from fair value change of financial liabilities at FVTPL primarily due to the fair value loss of the preferred shares of the Pre-IPO Investors; and (ii) an increase in net foreign exchange losses of RMB8.3 million resulting from the fluctuation of foreign exchange rates in 2023.
We recorded fair value changes of convertible redeemable preferred shares of RMB122.2 million, RMB61.1 million and RMB107.8 million in 2021, 2022 and 2023, respectively.
Financial Information · 第 424 页
As of December 31, 2021, 2022 and 2023, we recorded non-current convertible redeemable preferred shares of RMB942.5 million, RMB1,096.5 million and nil, respectively.
Financial Information · 第 434 页
Upon the Listing and the conversion of such convertible redeemable preferred shares into our ordinary shares, such liability will be derecognized.
The instrument holders have the right to require our Company to redeem some or all of the preferred shares held by the holders upon certain redemption events, which are not all within the control of our Company.
Financial Information · 第 437 页
We recorded changes in the carrying amount of contingently redeemable preferred shares and ordinary shares of negative RMB98.9 million, negative RMB775.1 million and negative RMB753.8 million for the years ended December 31, 2021, 2022 and 2023, respectively.
Financial Information · 第 449 页
Upon the closing of a qualified IPO of our Company, the redemption obligation related to the financial liabilities will expire and the redeemable preferred shares will be automatically converted into ordinary shares of our Company.
We recorded loss on fair value change of redeemable shares with other preferential rights of RMB75.8 million in 2023 in connection with the Pre-IPO Investments completed in June 2023, compared to nil in 2022, due to an increase in the valuation of our Company driven by our strong business growth and improved business outlook.
Financial Information · 第 311 页
The redeemable shares with other preferential rights will be redesignated from liability to equity as a result of termination of special rights upon listing of the company.
Summary · 第 12 页
The item is adjusted as it is non-cash and is not expected to result in our future cash payments.
As a result, we recorded a non-cash charge of “changes in the carrying amount of financial instruments issued to investors” of RMB240.1 million in our statement of profit and loss in 2021.
Financial Information · 第 470 页
Accordingly, we reclassified the financial liabilities recognized for the redemption obligations from financial liabilities to equity and no longer recognize fair-value changes in financial instruments issued to investors going forward.
We recognized financial instruments issued to investors, including current and non-current, of RMB1,144.3 million, RMB4,010.5 million, RMB6,996.0 million, RMB8,503.1 million and RMB9,338.9 million as of December 31, 2020, 2021 and 2022, June 30, 2023 and October 31, 2023, respectively, primarily because we have completed several rounds of financing by issuing shares with certain preferred rights upon capital contribution.
Financial Information · 第 313 页
Fair value changes in financial instruments issued to investors represent the fair value changes of the preferred shares, warrants and convertible notes issued by us, which will convert into equity upon Listing.
The convertible redeemable preferred shares will be re-classified as equity as the convertible redeemable preferred shares will automatically convert into Shares upon Listing, after which we do not expect to recognize any further loss or gain on fair value changes from the convertible redeemable preferred shares.
Financial Information · 第 403 页
We recorded fair value losses on convertible redeemable preferred shares of RMB399.6 million in the six months ended June 30, 2023 mainly due to the increase in fair value of our convertible redeemable preferred shares.
Financial Information · 第 408 页
Our convertible redeemable preferred shares increased from RMB1,005.9 million as of December 31, 2021 to RMB1,260.0 million as of December 31, 2022 and further increased to RMB1,721.7 million as of June 30, 2023 primarily due to (i) the currency translation differences; (ii) changes in the fair value of our Preferred Shares and
We recorded fair value gain on ordinary shares with redemption right of RMB47.3 million and RMB46.3 million for the year ended 31 December 2022 and the six months ended 30 June 2023, primarily due to a decrease in the fair value of ordinary shares with redemption right issued by our Company to certain Pre-IPO Investors during the Track Record Period, which was mainly attributable to a decrease in our Group's underlying equity value based on the valuation by an independent valuer.
Financial Information · 第 374 页
Upon the Listing, all ordinary shares with redemption right will be automatically converted into ordinary shares which will no longer be recognised as financial liabilities at fair value through profit or loss.
We recorded a fair value loss of financial liabilities at fair value through profit or loss of US$4,383.5 million in 2021, compared to a fair value gain of financial liabilities at fair value through profit or loss of US$3,086.7 million in 2022 and US$2,032.0 million and US$1,027.5 million for the six months ended June 30, 2022 and 2023, respectively.
Financial Information · 第 355 页
On December 31, 2021, accompanying the issuance of the Series C2 Preferred Shares, we entered into agreements with certain existing shareholders to repurchase a total of 48,607,928 preferred shares and Ordinary Shares.
Financial Information · 第 393 页
Specifically, (i) fair value change of financial liabilities at fair value through profit or loss are non-cash in nature, because all the preferred shares of the Company will be automatically converted into ordinary shares upon the completion of the Listing, (ii) share-based compensation expenses relating to employee benefits, share-based payments relating to equity transactions and other share-based compensation expenses are non-cash expenses, (iii) listing expenses are related to Global Offering, and (iv) depreciation and amortization, finance income, finance costs and income tax expense/(credit) are items that we believe should be adjusted for when assessing our underlying core performance, especially in making period-to-period comparisons of, and assessing the profile of, our operating and financial performance.