公允值变动亏损致亏损扩大

Changes in the carrying amount of financial instruments issued to investors were primarily related to financial instruments granted to certain investors of our Series A, Series B and Series C financing.

Based on the above procedures, our Directors are of the view that the valuation analysis is fair and reasonable and our consolidated financial statements are properly prepared.

In addition to the above, our Group was also exposed to liquidity risk arising from financial instruments issued to investors as of December 31, 2020, 2021, 2022 and March 31, 2023.

We recorded fair value changes of convertible redeemable preferred shares of RMB1.9 billion, RMB3.0 billion, RMB4.4 billion, RMB1.3 billion, RMB342.0 million and RMB298.0 million in 2019, 2020, 2021 and 2022 and the three months ended 31 March 2022 and 2023, respectively.

Our convertible redeemable preferred shares will be redesignated and reclassified from liabilities to equity as a result of the automatic conversion into ordinary shares upon the Listing.

Changes in fair value of convertible redeemable preferred shares affected our performance significantly during the Track Record Period and may continue to have adverse effect on our results of operations when our valuation continues to increase until conversion into ordinary shares, after which we do not expect to recognise any further loss or gain on fair value changes from convertible redeemable preferred shares and will return to a net assets position.

As of December 31, 2021, December 31, 2022 and April 30, 2023, the carrying amounts of financial liabilities at FVTPL were RMB2,431.6 million, nil and nil, respectively, as disclosed in note 27 to the Accountants' Report set out in the Appendix IA to this prospectus.

In 2021, we recorded substantial loss from changes in fair value of financial liabilities at FVTPL due to our series of financings.

Based on the above procedures, our Directors are of the view that the valuation analysis performed by the valuer is fair and reasonable, and the financial statements of our Group are properly prepared and disclosed.

Our fair value loss of convertible redeemable preferred shares led to the increases in our losses during the Track Record Period. Our convertible redeemable preferred shares will be redesignated and reclassified from liabilities to equity as a result of the automatic conversion into ordinary shares upon the Listing.

As at December 31, 2019, 2020, 2021 and 2022, our convertible redeemable preferred shares had a fair value of RMB2.8 billion, RMB6.9 billion, RMB9.2 billion and RMB9.4 billion, respectively.

We applied the discounted cash flow method to determine the underlying equity value of the Company and adopted the option-pricing method and equity allocation model to determine the fair value of the Preferred Shares.

As of December 31, 2020, 2021 and 2022, financial liabilities at FVTPL relating to our convertible redeemable preferred shares had fair value of RMB443.9 million, RMB621.9 million and RMB589.2 million respectively.

Fair value loss/(gain) on convertible redeemable preferred shares at FVTPL | – | 61,531 | (87,044)

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 fair value changes on financial instruments issued to investors decreased by 25.9% from RMB522.4 million in 2021 to RMB387.1 million in 2022.

The Preferred Shares will be converted 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.

We used the back-solve method and income approach to determine the underlying share value of our Company and performed an equity allocation based on a hybrid method of Binomial Option Pricing model (OPM model) and Probability Weighted Expected Return method (PWERM method) to arrive the fair value of the Preferred Shares and the warrant

As of 31 December 2020, 2021 and 2022, our financial liabilities at fair value through profit or loss were RMB2.9 billion, RMB4.2 billion and RMB5.9 billion.

Changes in fair value of financial liabilities at fair value through profit and loss were RMB128.7 million in 2021 and RMB1,299.5 million in 2022.

Upon the completion of the Listing, this line item will no longer be recorded in our consolidated financial statements.

In 2021 and 2022, we recorded fair value losses on convertible redeemable preferred shares of RMB120.3 million and RMB327.1 million, respectively.

The fair value changes of convertible redeemable preferred shares adversely affected our financial performance in 2021 and 2022 and will continue to affect our financial performance during and subsequent to the Track Record Period until the conversion of preferred shares into ordinary shares upon Listing.

The fair values of convertible redeemable preferred shares as of the end of each of the reporting period were RMB2,242,924,000 and RMB2,570,021,000, respectively.

Our fair value loss of financial liabilities at FVTPL mainly represented the fair value change of our preference shares we issued in our Series A Financing, Series B Financing, Series B+ Financing and Series C Financing.

Our obligations with respect to special rights granted to Pre-IPO Investors, other than information rights, were terminated in June 2022, and therefore we do not expect to incur additional fair value loss of financial liabilities thereafter.

Our fair value loss of financial liabilities at FVTPL increased from RMB441.1 million in 2021 to RMB551.5 million in 2022, mainly due to relatively higher increase of valuation of our Company in 2022, as a result of the initiation of the Phase II clinical trial for LZ901 in China in April 2022.

The Series A-2 and B preferred shares issued by us are redeemable at the option of the holders or upon occurrence of certain future events which are outside our control, therefore, the Series A-2 and B preferred shares are accounted for as financial liabilities in the account namely convertible redeemable preferred shares when the warrants were issued and were subsequently remeasured to fair value at the reporting date.

In 2021 and 2022, we had fair value losses on convertible redeemable preferred shares of RMB190.6 million and RMB109.4 million.

The redemption of the preferred shares, if triggered, could have a negative impact on our cash and liquidity position and financial condition.

Changes in fair value in financial instruments issued to an investor arises from the changes in the fair value of our Series A Preferred Shares and warrants issued to Zest Holdings in connection with the Pre-IPO Investments.

In 2022, we recorded a loss of RMB130.7 million in changes in fair value in financial instruments issued to an investor, as compared to RMB21.6 million in 2021, which was attributable primarily to changes in the valuation of our Company driven by our strong business growth and improved business outlook.

As a result, the financial instruments issued to an investor will be transferred from financial liabilities to equity upon the Listing such that we would turn into a net assets position subsequently.

For the fiscal years of 2019, 2020, 2021 and 2022 and the six months ended September 30, 2022, we had fair value changes of redeemable convertible preferred shares of RMB317.7 million, RMB883.4 million, RMB752.8 million, RMB1,638.2 million and RMB5.0 million, respectively.

As of March 31, 2019, 2020, 2021 and 2022 and September 30, 2022, we recorded redeemable convertible preferred shares of RMB1,797.4 million, RMB2,800.5 million, RMB3,558.2 million, RMB6,610.9 million and RMB7,403.5 million, respectively.

Additionally, the foregoing investors have the right to require us to redeem such preferred shares if the Listing is not consummated on or prior to a certain date or upon the occurrence of some specified events.

We issued convertible Senior Ordinary Shares which give holders a right for redemption into cash after specified time or a right for conversion into ordinary shares of our Company upon initial public offering (“IPO”) automatically or any time at holders’ option.

In 2020, 2021 and 2022, our fair value change of financial liabilities at FVPL was a loss of RMB13.9 million, a loss of RMB201.3 million and a loss of RMB1.9 million, respectively, representing 1.3%, 12.5% and 0.1% of our total revenue in the same periods, respectively.

Upon the Listing, all convertible Senior Ordinary Shares will be automatically converted into ordinary shares which will no longer be recognized as financial liabilities at fair value through profit or loss.