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。
Our redemption liabilities arise from redemption rights granted to our [REDACTED].
Financial Information · 第 240 页
Our fair value losses on redemption liabilities increased by 158.9% from RMB15.1 million in FY2024 to RMB39.1 million in FY2025.
Financial Information · 第 224 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看End of year | 236,716 | 281,814 | 320,915
Financial Information · 第 240 页
We recorded fair value losses of redeemable convertible preferred shares of US$46.6 million and US$98.3 million, respectively, in 2024 and 2025, as a result of changes in the fair market values of our redeemable convertible preferred shares based on our prudent assessment of our business prospects.
Financial Information · 第 252 页
These preferred shares are redeemable upon the occurrence of specified events and will be automatically converted into ordinary shares of the Company upon the completion of the [REDACTED].
Financial Information · 第 258 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看See Note 29 to the Accountants' Report in Appendix I for details of the fair value measurement of our redeemable convertible preferred shares, including the methods and key assumptions used in the measurement.
Financial Information · 第 258 页
We recorded losses in fair values of financial liabilities on shares with preferential rights of RMB1.0 million, RMB8.8 million and RMB376.6 million in 2023, 2024 and 2025, respectively.
Financial Information · 第 221 页
Our shares with preferential rights will be automatically converted into ordinary shares upon the [REDACTED] and the related financial instruments will be reclassified from financial liabilities to equity.
Financial Information · 第 221 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看We recorded losses in fair values of financial liabilities on shares with preferential rights of RMB8.8 million and RMB376.6 million in 2024 and 2025, respectively, as a result of the increase in our valuation and equity investment from new investors.
Financial Information · 第 223 页
In 2024 and 2025, we recorded fair value losses of convertible redeemable preferred shares of US$6.1 million and fair value gains of convertible redeemable preferred shares of US$2.3 million, respectively.
Financial Information · 第 233 页
As of December 31, 2024 and 2025 we had convertible redeemable preferred shares of US$128.8 million and US$131.4 million, respectively.
Financial Information · 第 238 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看We do not expect to record further gains or losses in relation to valuation changes in such instruments after the [REDACTED] as these convertible redeemable preferred shares will be reclassified as ordinary shares upon the [REDACTED] on a one-to-one basis.
Financial Information · 第 233 页
The financial liabilities at FVTPL increased from RMB1,012.8 million as of December 31, 2023 to RMB1,053.3 million as of December 31, 2024.
Summary · 第 6 页
In 2023, 2024 and 2025, our loss on fair value change of financial liabilities at FVTPL amounted to RMB41.3 million, RMB40.5 million and RMB16.5 million.
Financial Information · 第 233 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看The significant decrease from RMB40.5 million in 2024 to RMB16.5 million in 2025 was primarily attributable to the termination of the financial liabilities on July 31, 2025 pursuant to the shareholders’ agreements.
Financial Information · 第 233 页
We recorded fair value changes of convertible and redeemable preferred shares of US$161.9 million, US$352.5 million and US$523.6 million in 2023, 2024 and 2025, respectively.
Financial Information · 第 193 页
Our convertible and redeemable preferred shares increased from US$538.1 million as of December 31, 2023 to US$890.6 million as of December 31, 2024, to US$1,414.2 million as of December 31, 2025, and further to US$1,562.5 million as of February 28, 2026, primarily due to changes in valuation of our Company as we grew.
Financial Information · 第 208 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Adjusted EBITDA (non-IFRS measure) is defined as EBITDA further adjusted by adding back (i) fair value changes of convertible and redeemable preferred shares, which were non-cash in nature and the convertible and redeemable preferred shares will be reclassified into equity following the [REDACTED], and (ii) share-based payment expenses, which were non-cash in nature.
Financial Information · 第 188 页
Our redemption liabilities on ordinary shares, including series A, B, B+, C, D, D+ shares, increased by 26.8% from RMB1.04 billion as of December 31, 2023 to RMB1.31 billion as of December 31, 2024, and further increased by 10.9% to RMB1.46 billion as of December 31, 2025, primarily due to the measurement mechanism, which sets the redemption price at the higher of the principal plus simple interest at 10% or the fair value.
Financial Information · 第 185 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看During the Track Record Period, our interest on redemption liabilities on ordinary shares continued to increase primarily due to increased shareholder capital contributions and extended investment periods.
Financial Information · 第 174 页
We recorded redemption liabilities of nil, nil, RMB457.0 million and RMB460.5 million as of December 31, 2023, 2024, 2025, and February 28, 2026, respectively.
Financial Information · 第 252 页
Upon the [REDACTED], the redemption rights will be automatically terminated, and the redemption liabilities will be reclassified from liabilities to equity.
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In 2023, 2024 and 2025, our changes in carrying amount of redemption liabilities were nil, nil and RMB6.5 million, respectively.
Financial Information · 第 231 页
As of December 31, 2023, 2024, 2025 and February 28, 2026, we had redemption liabilities of nil, RMB867.4 million, RMB881.7 million and RMB877.5 million, respectively.
Financial Information · 第 286 页
Our redemption liabilities mainly represented redeemable shares issued to certain Shareholders.
Financial Information · 第 286 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看We recognized our redemption obligation as financial liability, which are initially measured at the present value of the redemption amount and subsequently measured at amortized cost.
Financial Information · 第 286 页
We recorded fair value loss on financial liabilities at FVTPL of RMB46.1 million and RMB70.5 million for the year ended December 31, 2024 and 2025, respectively.
Financial Information · 第 223 页
Our fair value loss on financial liabilities at FVTPL increased significantly from RMB46.1 million for the year ended December 31, 2024 to RMB70.5 million for the year ended December 31, 2025, primarily due to the increase in the valuation of our Preferred Shares and the issuance of Series C Preferred Shares.
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The financial liabilities at FVTPL relating to Preferred Shares will be derecognized and credit to equity as a result of the automatic conversion into Shares upon [REDACTED].
Summary · 第 11 页
Our loss for the year during the Track Record Period was primarily due to the fair value losses on financial liabilities at FVTPL of RMB43.4 million, RMB152.3 million and RMB237.8 million in 2023, 2024 and 2025, respectively, which is a non-cash item.
Financial Information · 第 232 页
Our fair value losses on financial liabilities at FVTPL increased significantly from RMB152.3 million for the year ended December 31, 2024 to RMB237.8 million for the year ended December 31, 2025, which was mainly attributable to fair value changes relating to the preferred shares issued to our pre-[REDACTED] investors.
Financial Information · 第 241 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Adjusted net loss (non-IFRS measure) for the year was calculated by taking loss for the year and adding back: (i) fair value losses on financial liabilities at FVTPL, representing convertible redeemable preferred shares issued to our pre-[REDACTED] investors, which are expected to be fully converted prior to the [REDACTED];
Summary · 第 7 页
We recorded fair value loss of financial instruments issued to investors of RMB56.6 million, RMB378.8 million, and RMB843.5 million in 2023, 2024 and 2025, respectively.
Financial Information · 第 246 页
Our fair value changes of financial instruments issued to investors increased by 122.7% from RMB378.8 million in 2024 to RMB843.5 million in 2025, primarily as a result of increase in the valuation of us.
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All the financial instruments issued to investors will be re-classified from financial liabilities to equity as a result of the automatic conversion into our Shares upon the Listing.
Summary · 第 18 页
We define adjusted net profit (non-IFRS measure) for the period as net profit for the period adjusted by adding back share-based payment, financial cost on financial instruments with preferred rights at amortised cost and [REDACTED] expenses.
Summary · 第 9 页
We historically financed its working capital requirements through borrowing from bank, issue of financial instruments with preferred rights at amortised cost.
Financial Information · 第 205 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看We did not use any interest rate swap contracts or other financial instruments to hedge against its interest rate risk during the Track Record Period.
Financial Information · 第 204 页
In addition, during the Track Record Period, we recorded a significant amount of interest accrued on liabilities from special shareholder rights of RMB125.9 million, RMB99.1 million and negative RMB2.9 million in 2023, 2024 and 2025, respectively.
Business · 第 165 页
Our liabilities from special shareholder rights decreased by 92.2% from RMB1,264.9 million as of December 31, 2023 to RMB98.6 million as of December 31, 2024 as a result of terminating relevant redemption right prior to December 31, 2024.
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Professional fees are in relation to previous listing attempt; share-based payment expenses are non-cash expenses; and liabilities from special shareholder rights will be converted into the Company's equity upon [REDACTED], after which no further interest will accrue.
Financial Information · 第 219 页
We recorded losses on changes in fair value of financial liabilities at FVTPL of RMB256.7 million, RMB205.5 million and RMB303.6 million in 2023, 2024 and 2025, respectively.
Financial Information · 第 215 页
The loss was primarily driven by changes in our Group’s valuation.
Financial Information · 第 217 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Our convertible redeemable preferred shares will be re-designated from liabilities to equity as a result of the automatic conversion into Ordinary Shares upon the Listing, after which we do not expect to recognize any further loss or gain on changes in fair value of convertible instruments and will return to a net assets position from a net liabilities position.
Financial Information · 第 228 页
Our net assets decreased by 92.1% from RMB215.7 million as of December 31, 2024 to RMB17.0 million as of December 31, 2025, primarily due to newly recognized redemption liabilities on equity shares of RMB396.3 million, partially offset by capital contribution from shareholders of RMB125.0 million.
Summary · 第 11 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Upon the completion of the [REDACTED], all redemption liabilities on equity shares will be transferred from liabilities to equity and we do not expect to recognize any future loss or gains in connection with such redemption liabilities on our consolidated statements of profit or loss and other comprehensive income.
Financial Information · 第 220 页
The holders of preferred shares have the right to require us to redeem some or all of the preferred shares held by them upon certain redemption events that are not entirely within our control.
Financial Information · 第 241 页
Our redemption liabilities increased from RMB3,286.7 million as of December 31, 2023 to RMB3,736.1 million as of December 31, 2024, and further increased to RMB4,091.5 million as of December 31, 2025, primarily due to the continuous increase in the carrying amount from the existing series of financing recognized.
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These convertible redeemable preferred shares will be re-designated from liabilities to equity upon automatic conversion into ordinary shares at the time of the Listing.
Financial Information · 第 241 页
We recorded redemption liabilities of RMB6,681.3 million, RMB7,178.9 million, RMB7,712.6 million and RMB7,777.8 million as of December 31, 2023, 2024 and 2025 and February 28, 2026, respectively, in relation to the redemption rights of our certain Pre-[REDACTED] investors.
Financial Information · 第 236 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看We define adjusted net loss (Non-IFRS measure) as loss for the periods adjusted by (i) finance costs on redemption liabilities, which are non-cash in nature, (ii) share-based payment expense, which is non-cash in nature, and (iii) [REDACTED] which is related to the [REDACTED].
Financial Information · 第 214 页
Our redemption liabilities to financial investors decreased from RMB272.6 million as of December 31, 2024 to nil as of December 31, 2025 as the redemption liabilities were derecognized upon the termination of the special rights pursuant to a termination agreement dated May 8, 2025 and was reclassified to equity.
Financial Information · 第 242 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Our redemption liabilities to financial investors are recognized as financial liabilities and are initially measured at fair value and subsequently measured at amortized cost.
Financial Information · 第 242 页
For the years ended December 31, 2023, 2024 and 2025, we recorded loss on fair value change on financial liabilities at fair value through profit or loss of RMB432.0 million, RMB318.5 million and RMB342.8 million, respectively.
Financial Information · 第 208 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看During the Track Record Period, we recorded financial liabilities at fair value through profit or loss of RMB2,606.8 million, RMB3,021.9 million, RMB3,451.7 million and RMB3,451.7 million as of December 31, 2023, 2024 and 2025 and February 28, 2026, respectively.
Financial Information · 第 228 页