优先股及以公允价值计量的金融负债

港股IPO招股书披露先例 · 233 家公司,234 项

可转换可赎回优先股及附赎回权的金融工具,通常按公允价值计量并将变动计入损益,或确认为赎回负债,在往绩记录期间产生非现金公允价值亏损及相关利息。申请人一般于概要、风险因素及财务资料章节披露其计量方法、账面值及变动金额,说明相关变动属非现金性质,并解释该等负债将于上市时自动转换为普通股、重新分类至权益,或经赎回权终止及重组后终止确认。

2025-05-15Prospectus

可换股可赎回优先股负债近2.1亿美元

In August 2021 and July 2023, we issued 37,618,800 and 19,413,528 convertible redeemable preference shares at a cash consideration of US$87 million and US$50 million, respectively, and such shares were classified as financial liabilities in the consolidated statements of financial position in accordance with IFRS Accounting Standards.

Financial Information · 第 561 页

As a result, we had convertible redeemable preference shares of US$136.1 million, US$196.7 million and US$209.9 million as of December 31, 2022, 2023 and 2024, respectively.

Financial Information · 第 561 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-04-07Prospectus
映恩生物Duality Biotherapeutics, Inc.09606.HK

优先股公允价值变动致巨额亏损

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.

Financial Information · 第 463 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-02-04Prospectus
古茗控股有限公司Guming Holdings Limited01364.HK

可转换可赎回优先股公允价值变动致亏损

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.

Summary · 第 12 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-12-31Prospectus
布鲁可集团有限公司Bloks Group Limited00325.HK

可转换可赎回优先股公允价值变动亏损

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.

Financial Information · 第 278 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-12-30Prospectus
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.

Financial Information · 第 478 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-12-18Prospectus
健康之路股份有限公司HealthyWay Inc.02587.HK

可转换可赎回优先股赎回负债重大

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.

Summary · 第 9 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-12-18Prospectus
英诺赛科(苏州)科技股份有限公司InnoScience (Suzhou) Technology Holding Co., Ltd.02577.HK

投资者赎回权负债公允价值变动

(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.

Financial Information · 第 387 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-12-12Prospectus
小菜园国际控股有限公司XIAOCAIYUAN INTERNATIONAL HOLDING LTD.00999.HK

向Harvest Delicacy发行金融工具及其公允价值变动

(2) Changes in fair value of the convertible bonds and derivative financial instruments and changes in carrying amount of the redemption liability represent the change in the amount of the financial instruments issued to Harvest Delicacy in 2023 and 2024. Such change is non-cash in nature. Upon completion of the Global Offering, the financial instruments will be automatically converted into ordinary shares which will no longer be recognized as financial liabilities in the consolidated statements of financial position.

Summary · 第 19 页

We recorded other net losses of RMB2.2 million in the eight months ended August 31, 2023 and recorded other net income of RMB19.4 million in the eight months ended August 31, 2024, which was primarily due to a gain in changes in fair value of the convertible bonds and derivative financial instruments in the eight months ended August 31, 2024, partially offset by a loss in changes in carrying amount of the redemption liability in the eight months ended August 31, 2024, in relation to the financial instruments issued to Harvest Delicacy in 2023 and 2024.

Financial Information · 第 280 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-11-28Prospectus
多点数智有限公司Dmall Inc.02586.HK

可赎回可转换优先股公允价值变动致重大亏损

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.

Financial Information · 第 383 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-10-31Prospectus
傲基(深圳)跨境商务股份有限公司AuGroup (SHENZHEN) Cross-Border Business Co., Ltd.02519.HK

可转换贷款票据及其公允值变动

Our convertible loan notes increased from RMB390.6 million as of December 31, 2021 to RMB417.0 million as of December 31, 2022, primarily due to an increase in their fair value.

Financial Information · 第 379 页

Our convertible loan notes decreased from RMB417.0 million as of December 31, 2022 to nil as of December 31, 2023, primarily because we repaid our convertible loan notes in 2023.

Financial Information · 第 379 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-10-22Prospectus
江苏龙蟠科技股份有限公司Jiangsu Lopal Tech. Co., Ltd.02465.HK

常州锂源投资者回购权致公允价值损失

We incurred loss from changes in fair value of other borrowings at FVTPL amounting to RMB106.3 million, RMB24.9 million and RMB16.4 million in 2023 and the six months ended June 30, 2023 and 2024, respectively.

Financial Information · 第 407 页

Other borrowings derived from the repurchase right granted to certain new investors of Changzhou Liyuan in connection with its capital increases in 2021 and the first half of 2024.

Financial Information · 第 407 页

Such capital contribution by the investors was accounted for as a liability of the Group in substance.

Financial Information · 第 407 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-10-16Prospectus
地平线Horizon Robotics09660.HK

优先股及可转换贷款公平值变动致巨额亏损

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.

Financial Information · 第 382 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-09-30Prospectus
七牛智能科技有限公司Qiniu Limited02567.HK

可转换可赎回优先股公允价值亏损扩大

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.

Financial Information · 第 404 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-07-31Prospectus
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;

Financial Information · 第 357 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-06-28Prospectus
方舟云康控股有限公司Fangzhou Inc.06086.HK

可转换可赎回优先股及其账面值变动计入损益

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.

公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-06-28Prospectus
如祺出行Chenqi Technology Limited09680.HK

可转换可赎回优先股账面值变动亏损

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.

Financial Information · 第 472 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-06-28Prospectus
百望股份有限公司BAIWANG CO., LTD.06657.HK

附优先权利股份公允值亏损并于上市时转权益

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.

Summary · 第 13 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-06-28Prospectus
上海声通信息科技股份有限公司Shanghai Voicecomm Information Technology Co., Ltd.02495.HK

可赎回出资账面值变动将于上市后转权益

Changes in carrying amount of redeemable capital contributions | 25,950 | 157,504 | 146,892

Summary · 第 16 页

Our management considers that changes in carrying amount of redeemable capital contributions is a non-cash item, primarily due to which we incurred net loss for the year of 2022 and 2023 and such carrying amount will be reclassified from financial liabilities to equity upon completion of the Listing and the Global Offering.

Summary · 第 16 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-06-20Prospectus
嘀嗒出行Dida Inc.02559.HK

可转换可赎回优先股公平值变动损益重大

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.

Financial Information · 第 406 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-06-04Prospectus

可赎回优先股公允价值变动致巨额亏损

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.

Financial Information · 第 551 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看

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