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。

2026-08-21Application Proof
珠海金智维人工智能股份有限公司Zhuhai Kingsware Artificial Intelligence Co., Ltd.

赎回负债账面值变动最高达2.78亿元

In 2023, 2024, 2025 and the six months ended June 30, 2025 and 2026, we recorded changes in the carrying amount of redemption liabilities of RMB5.2 million, RMB119.3 million, RMB278.3 million, RMB74.7 million and RMB12.7 million, respectively.

Financial Information · 第 229 页

Such shares with preferential rights will be re-classified from liabilities to equity upon the [REDACTED].

Financial Information · 第 222 页

Changes in the carrying amount of redemption liabilities increased significantly from RMB119.3 million in 2024 to RMB278.3 million in 2025, primarily due to changes in the equity value of the Shares with redemption liabilities we issued to Pre-[REDACTED] Investors.

Financial Information · 第 237 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-08-20Application Proof
博纳西亚(杭州)医药科技股份有限公司PANACRO (Hangzhou) Pharmaceutical Consulting Co., Ltd.

赎回负债于2025年12月终止并转入权益

Our redemption liabilities increased by 34.5% from RMB80.6 million as of December 31, 2023 to RMB108.4 million as of December 31, 2024, primarily due to the recognition of additional redemption liabilities of RMB20.0 million during 2024, which arose from the grants of special rights to Pre-[REDACTED] Investors; it decreased to nil as of December 31, 2025 as a result of the termination of our redemption obligations in December 2025.

Financial Information · 第 229 页

Our Company recognized financial liabilities arising from its obligation to redeem these investors’ investments as not all redemption events are within our Company or our Group’s control.

Financial Information · 第 209 页
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2026-08-14Application Proof
深圳市沃客非凡科技股份有限公司SHENZHEN WOKE TECHNOLOGY Co., LTD

赎回负债约4.58亿元及上市后重列权益

As of December 31, 2023, 2024 and 2025, our redemption liabilities amounted to RMB397.3 million, RMB420.0 million and RMB445.2 million, respectively.

Financial Information · 第 260 页

We recorded changes in the carrying amount of redemption liabilities of RMB19.5 million, RMB22.7 million, RMB25.2 million and RMB12.4 million in 2023, 2024 and 2025 and the six months ended June 30, 2026, respectively.

Financial Information · 第 240 页

The carrying amounts of the redemption liabilities will be reclassified to equity upon the [REDACTED] of our H shares on the Stock Exchange.

Summary · 第 8 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-08-09Application Proof
深圳市远信储能技术股份有限公司RelyEZ Energy Storage Technology Co., Ltd.

Series A股份赎回负债及其终止

Our changes in carrying amounts of redemption liabilities were RMB6.1 million, RMB8.2 million, RMB5.1 million, a reversal of RMB0.4 million and nil in 2023, 2024, 2025 and the four months ended April 30, 2025 and 2026, respectively.

Financial Information · 第 219 页

On December 1, 2025, the obligations of our Company arising from the redemption rights and liquidation preferences attached to the Series A Shares were terminated pursuant to a supplementary agreement to the shareholders’ agreement entered into between the Company and each of the respective investors.

Financial Information · 第 251 页

Pursuant to such agreement, Mr. Wang, Ms. Zhang, or an entity controlled by them rather than our Company or any of our Company’s subsidiaries will be responsible for the relevant obligations arising from these redemption rights and liquidation preferences.

Financial Information · 第 251 页
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2026-08-04Application Proof
杭州云动智能汽车技术股份有限公司Hangzhou Yodosmart Automotive Technology Co., Ltd.

投资者赎回权产生赎回负债并计入损益

For the year ended December 31, 2023, 2024 and 2025 and the five months ended May 31, 2025 and 2026, our changes in the carrying amount of redemption liabilities were RMB4.5 million, RMB9.3 million, RMB10.6 million, RMB5.9 million and RMB0.1 million, respectively.

Financial Information · 第 215 页

The redemption liabilities relate to the special rights granted to certain [REDACTED] investors, under which the investors may require us to redeem their investments upon the occurrence of specified events that are not entirely within our control, and such arrangements give rise to financial liabilities until the redemption obligation is discharged, cancelled or expires.

Financial Information · 第 216 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-07-30Prospectus
拿森智能科技(浙江)股份有限公司NASN Intelligent Tech (Zhejiang) Co., Ltd.02261.HK

附赎回权股份的赎回负债及相应金融成本

Our redemption liabilities increased from RMB1,309.9 million as of December 31, 2023 to RMB1,689.1 million as of December 31, 2024, and further increased to RMB1,901.6 million as of December 31, 2025. The increases were primarily due to the accretion of the carrying amount toward the contractual redemption amount in accordance with applicable accounting standards.

Financial Information · 第 245 页

Financial costs associated with redemption liabilities represented non-cash accretion expenses in connection with redemption rights granted to certain shareholders. Upon Listing, the redemption liabilities will be re-designated from liabilities to equity following termination of the Company's redemption obligation.

Financial Information · 第 223 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-07-29Application Proof
深圳粤十控股股份有限公司Shenzhen Yueshi Holding Co., Ltd.

优先股公允价值变动致重大账面亏损

A substantial portion of these losses was attributable to changes in the fair value of financial liabilities designated at fair value through profit or loss, arising from the remeasurement of Shares with preferred rights issued by our Company.

Business · 第 182 页

Following the termination of the redemption obligations and other special rights on December 22, 2025, we no longer recognized changes in the fair value of financial liabilities designated at fair value through profit or loss for the four months ended April 30, 2026, which contributed to our net profit of RMB35.9 million for the same period.

Business · 第 182 页

All financial liabilities previously designated at fair value through profit or loss were fully converted from liabilities into equity following the termination agreement entered into between our Company and Shareholders on December 22, 2025.

Financial Information · 第 213 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-07-24Application Proof
广州新济医药股份有限公司Guangzhou Novaken Pharm Co., Ltd.

系列股份公允价值变动损益重大

Certain Pre-[REDACTED] Investors were granted by our Company with certain special rights, these series shares with special rights are considered as financial liabilities at fair value through profit or loss and presented as “financial liabilities on series shares”.

Financial Information · 第 245 页

Our change in fair value of financial liabilities on series shares were approximately RMB120.4 million, RMB29.8 million, RMB1.1 million and RMB161.7 million for the years ended December 31, 2024 and 2025 and the five months ended May 31, 2025 and 2026, respectively.

Financial Information · 第 245 页

Our change in fair value of financial liabilities on series shares decreased from approximately RMB120.4 million for the year ended December 31, 2024 to approximately RMB29.8 million for the year ended December 31, 2025 primarily due to the increase in our valuation during the period as a result of the progress of development in our Core Products.

Financial Information · 第 250 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-07-22Prospectus
中际旭创股份有限公司ZHONGJI INNOLIGHT CO., LTD.03308.HK

赎回负债约9亿元含优先权金融工具

Our redemption liabilities increased from RMB46.9 million as of December 31, 2023 to RMB901.7 million as of December 31, 2024, primarily attributable to an increase in financial instruments with preferred rights of RMB879.7 million.

Financial Information · 第 259 页

Our redemption liabilities remained relatively stable at RMB900.2 million and RMB896.3 million as of December 31, 2025 and March 31, 2026.

Financial Information · 第 259 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-07-20Application Proof
芯迈半导体技术(杭州)股份有限公司Silicon-Magic Semiconductor Technology (Hangzhou) Co., Ltd.

巨额赎回负债及其于2025年2月终止

As at December 31, 2023, 2024, 2025, April 30, 2026 and May 31, 2026, our redemption liabilities amounted to RMB7,615.4 million, RMB8,161.7 million, nil, nil and nil, respectively.

Financial Information · 第 255 页

As at December 31, 2024, all such redemption liabilities were reclassified from non-current liabilities to current liabilities, resulting in current redemption liabilities of RMB8,161.7 million, primarily due to the approaching contractual redemption timeline.

Financial Information · 第 256 页

Pursuant to agreements with the relevant investors, these redemption rights were terminated with effect from February 27, 2025, and, accordingly, no redemption liabilities were outstanding as at December 31, 2025, April 30, 2026 and May 31, 2026.

Financial Information · 第 255 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-07-19Application Proof
奥动新能源股份有限公司Aulton New Energy Co., Ltd.

投资者赎回权负债及其终止

Our redemption liabilities were RMB3,793.9 million as of December 31, 2023.

Financial Information · 第 215 页

Losses from changes in the carrying amount of redemption liabilities decreased from RMB281.0 million in 2023 to RMB121.1 million in 2024, primarily because we entered into a termination agreement for the redemptions rights in May 2024.

Financial Information · 第 196 页

Changes in the carrying amount of redemption liabilities decreased by 100% from RMB121.1 million in 2024 to nil in 2025, primarily because the relevant redemption rights under the equity financing arrangements were terminated pursuant to termination agreements entered into with the relevant investors in May 2024, and no redemption liabilities were recognized thereafter.

Financial Information · 第 202 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-07-16Application Proof
亦诺微医药Immvira Bioscience Inc.

可转换可赎回优先股公允价值亏损

Our fair value changes on convertible redeemable preferred shares and warrant liability amounted to RMB313.9 million, RMB369.8 million, RMB326.0 million, RMB178.3 million and RMB75.8 million in 2023, 2024, 2025 and five months ended May 31, 2025 and 2026, respectively.

Financial Information · 第 239 页

These Preferred Shares will be converted into Ordinary Shares upon [REDACTED], 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 248 页

Convertible redeemable preferred shares increased from RMB1,510.3 million as of December 31, 2023 to RMB1,956.1 million as of December 31, 2024, and further increased to RMB2,276.0 million as of December 31, 2025 and RMB2,314.8 million as of May 31, 2026, primarily due to changes in fair value of our convertible redeemable preferred shares.

Financial Information · 第 249 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-07-13Application Proof
杭州铂科电子股份有限公司Hangzhou BOCO Electronics Co., Ltd.

赎回负债账面值变动及赎回相关财务成本

In 2023, 2024 and 2025, our changes in carrying amounts of redemption liabilities, primarily related to liquidation preference rights and divestment rights, amounted to RMB1.4 million, RMB7.0 million and RMB11.5 million.

Financial Information · 第 175 页

Adjusted profit (a non-IFRS measure) is defined as profit/(loss) for the period by adding back the effects of (i) financial costs related to redemption liabilities, representing the redemption to such instruments thereafter, (ii) [REDACTED] incurred in connection with the [REDACTED], (iii) changes in carrying amounts of redemption liabilities which are non-cash in nature and do not result in cash outflows, and (iv) share-based compensation, which is also non-cash in nature.

Summary · 第 6 页
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2026-07-08Application Proof
明宇制药有限公司Ming Yu Pharmaceutical Limited

可转换优先股公平值亏损重大

During the Track Record Period, we recorded fair value loss in our financial liabilities at FVTPL of RMB14.0 million, RMB927.8 million, RMB249.5 million and RMB79.9 million in 2024, 2025 and the five months ended May 31, 2025 and 2026, respectively.

Financial Information · 第 225 页

These changes primarily reflect adjustments in our valuation.

Financial Information · 第 225 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-07-03Application Proof
景泽生物医药(合肥)股份有限公司Jingze Biopharmaceutical (Hefei) Co., Ltd

附赎回权负债产生大额融资成本

In 2024, 2025 and the four months ended April 30, 2025 and 2026, our finance costs amounted to RMB91.1 million, RMB104.0 million, RMB33.2 million and RMB36.1 million, respectively.

Financial Information · 第 220 页

The net loss for four months ended April 30, 2026 increased compared to four months ended April 30, 2025, primarily due to (i) increased finance costs arising from imputed interest on redemption right liabilities associated with our [REDACTED] financing, and (ii) increased administrative expenses arising from employee compensations and depreciation and amortization.

Summary · 第 13 页

During the Track Record Period, we financed our operations primarily through a combination of equity financing and borrowings.

Financial Information · 第 226 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-06-30Application Proof
北京硅基流动科技股份有限公司Beijing SiliconFlow Technology Co., Ltd.

赎回负债重大及其利息开支

We recorded redemption liabilities of RMB5.0 million, RMB107.2 million, RMB498.6 million and RMB731.8 million as of December 31, 2023, 2024 and 2025 and April 30, 2026, respectively.

Financial Information · 第 195 页

These liabilities represent the obligations arising from the preferential rights granted to our pre-[REDACTED] investors in connection with our previous successive financing rounds.

Financial Information · 第 195 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-06-30Application Proof
上海森亿智慧信息科技股份有限公司Shanghai Synyi Intelligent Technology Co., Ltd.

附赎回权金融工具负债账面值变动1.29至1.55亿元

Changes in the carrying amount of liabilities recognised for financial instruments issued to investors | 128,611 | 141,438 | 155,004

Summary · 第 10 页

We then add back (i) changes in the carrying amount of liabilities recognised for financial instruments issued to investors, which mainly represent interest charges associated with the redemption right granted to investors, as we do not expect to record any further changes in the carrying amount of liabilities recognised for financial instruments issued to [REDACTED] after the [REDACTED] as redemption rights will be terminated upon the [REDACTED] and financial liabilities recognised for financial instruments issued to [REDACTED] will be released such that the net liabilities position would turn into net assets;

Summary · 第 10 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-06-30Prospectus
珞石(山东)机器人集团股份有限公司ROKAE (SHANDONG) ROBOTICS GROUP INC.03752.HK

Pre-IPO赎回负债逾20亿元及上市终止

We had redemption liabilities of RMB1,476.6 million, RMB1,661.5 million, RMB2,033.8 million and RMB2,078.8 million as of December 31, 2023, 2024 and 2025 and April 30, 2026, respectively.

Financial Information · 第 252 页

Our redemption liabilities increased during the Track Record Period, in line with an increase in the investments from the Pre-IPO Investors and accrued interest.

Financial Information · 第 252 页

All of the redemption liabilities are unsecured and unguaranteed.

Financial Information · 第 252 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-06-29Prospectus

优先股公允值变动致亏损扩大

We recorded change in fair value of Preferred Shares and other financial liabilities in the amount of RMB1,190.1 million, RMB1,967.5 million and RMB2,842.9 million in 2023, 2024 and 2025, respectively.

Financial Information · 第 262 页

We recorded Preferred Shares and other financial liabilities in the amount of RMB16,322.1 million, RMB19,070.5 million and RMB29,810.2 million as of December 31, 2023, 2024, and 2025, respectively.

Financial Information · 第 274 页

Upon the completion of the Listing, all of such Preferred Shares will be automatically converted into ordinary shares.

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
2026-06-29Application Proof
盛威时代科技股份有限公司Shengwei Times Technology Co., Ltd.

投资者赎回权账面值变动计入损益

(1) investors | 464,054 | 366,967 | 78,016 | 5,779 | 17,782

Summary · 第 8 页

The redemption rights is expected to be terminated upon [REDACTED], and the redemption rights issued to investors is expected to be reclassified from liabilities to equity accordingly.

Summary · 第 8 页

Our net losses were also significantly affected by certain non-cash or non-recurring items, including (i) changes in the carrying amounts of redemption rights issued to investors, (ii) equity-settled share-based payments and (iii) [REDACTED].

Financial Information · 第 229 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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