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。

2026-04-02Application Proof
自然堂全球控股有限公司CHANDO GLOBAL HOLDING LIMITED

Series A可转换优先股赎回负债

As of December 31, 2023, 2024, 2025 and February 28, 2026, we had financial liabilities at fair value through profit or loss of nil, RMB410.2 million, RMB773.4 million and RMB773.4 million, respectively, mainly representing the redemption liabilities relating to our Series A Preferred Shares.

Financial Information · 第 223 页

Fair value losses of financial liabilities at fair value through profit or loss represent changes in the fair value of the convertible preferred shares issued by us and relate to changes in our valuation.

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
2026-04-02Application Proof
安擎计算机信息股份有限公司ENGINETECH COMPUTER CO., LTD.

可赎回股份列作赎回负债,2025年8月终止赎回权

Our redemption liabilities amounted to RMB250.1 million, RMB258.9 million, nil and nil as of December 31, 2023, 2024, 2025 and February 28, 2026, being the most recent practicable date for determining our indebtedness as we entered into a termination agreement with those Pre-[REDACTED] Investors with special rights in August 2025 to terminate redemption right.

Financial Information · 第 207 页

Finance cost on redemption liabilities refers to the expenses we incur related to the liabilities we have assumed for the redemption of these ordinary shares.

Financial Information · 第 181 页
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2026-04-01Application Proof

优先股等公允价值变动致大额非现金亏损

In 2023, 2024 and 2025, we recorded fair value changes of preferred shares, warrants and convertible notes of RMB438.7 million, RMB328.0 million and RMB202.6 million, respectively, accounting for 49.7%, 37.2% and 23.0% of the net loss for the respective years.

Business · 第 148 页

Upon completion of the [REDACTED], such fair value changes will cease to arise, thereby materially improving our financial position.

Business · 第 148 页

Our preferred shares, warrants and convertible notes increased from RMB2,311.1 million as of December 31, 2023 to RMB2,676.8 million as of December 31, 2024, and further increased to RMB2,924.4 million as of December 31, 2025, which was primarily due to the increased valuation of such shares.

Financial Information · 第 198 页
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2026-04-01Application Proof
米连科技有限公司Milian Technology Inc.

可转换可赎回优先股余额约7.77亿元

During the Track Record Period, the changes in carrying amount of convertible redeemable preferred shares represented the changes caused by the accrued compound interest of the issue price of our convertible redeemable preferred shares, which amounted to RMB54.8 million, RMB58.1 million and RMB58.2 million in 2023, 2024 and 2025.

Financial Information · 第 241 页

Such financial instruments amounted to RMB743.7 million, RMB735.7 million and RMB776.9 million as of December 31, 2023, 2024 and 2025, respectively.

Financial Information · 第 253 页

As we are obligated to redeem the preferred shares in cash upon occurrence of the contingent events which are beyond our control, we classify the convertible redeemable preferred shares issued as financial liabilities.

Financial Information · 第 258 页
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2026-03-31Application Proof
靖因药业Sirius Therapeutics

可转换可赎回优先股公允价值亏损

We recorded fair value losses on convertible and redeemable preferred shares of RMB114.0 million and RMB148.3 million in 2024 and 2025, respectively.

Financial Information · 第 228 页

As of December 31, 2024 and 2025, our convertible and redeemable preferred shares amounted to RMB857.7 million and RMB1,318.5 million, respectively.

Financial Information · 第 233 页
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2026-03-31Application Proof
深圳市晶存科技股份有限公司Rayson HI-TECH(SZ) Co., Ltd.

前轮投资者赎回负债及其于上市前的终止

Our redemption liabilities amounted to RMB482.8 million, RMB840.3 million and nil as of December 31, 2023, 2024 and 2025, respectively.

Financial Information · 第 252 页

Changing in carrying amount on redemption liabilities represent the non-cash, interest expense recorded to reflect interest incurred on our obligation to repurchase shares held by previous-round investors, which has been reclassified to equity upon termination of the redemption right.

Financial Information · 第 220 页
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2026-03-31Application Proof
昆⼭玛冀电⼦股份有限公司Kunshan MAZO Tech Co., Ltd.

投资者优先权利确认为赎回负债后终止

We recognized the preferential rights associated with the shares held by certain independent investors, including redemption rights and liquidation preferences, as redemption liabilities.

Financial Information · 第 228 页

Our redemption liabilities amounted to RMB354.0 million, RMB369.2 million and nil as of December 31, 2023, 2024 and 2025, respectively.

Financial Information · 第 228 页

Accordingly, the carrying amount of these redemption liabilities was derecognized upon the termination of the preferential rights on October 30, 2025.

Financial Information · 第 228 页
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2026-03-31Application Proof
瑶芯微(上海)电子科技股份有限公司Alkaidsemi (Shanghai) Technologies Corporation

赎回负债规模及期后终止

Our redemption liabilities amounted to RMB691.8 million and RMB914.9 million as of December 31, 2023 and 2024, respectively.

Financial Information · 第 244 页

We did not record any redemption liability as of December 31, 2025 because the redemption rights of the investors were terminated in September 2025.

Financial Information · 第 244 页

We do not expect to record any further fair value changes in financial instruments issued to investors as such liabilities will be redesignated from liabilities to equity as a result of the automatic conversion into ordinary shares upon the [REDACTED].

Financial Information · 第 216 页
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2026-03-31Application Proof
合肥优艾智合机器人股份有限公司Hefei Youibot Robotics Co., Ltd.

赎回负债账面值变动亏损及终止

As of December 31, 2023, 2024 and 2025, our redemption liabilities amounted to RMB1,227.2 million, RMB1,456.1 million and RMB2,121.1 million, respectively.

Financial Information · 第 255 页

We recognized losses from changes in the carrying amount of redemption liabilities of RMB118.5 million, RMB108.8 million and RMB249.4 million in 2023, 2024 and 2025, respectively.

Financial Information · 第 240 页

We recognized the redemption liabilities at their present value of the redemption amount, with changes in such carrying amounts being booked in profit or loss, arising from redemption rights issued to [REDACTED] Investors.

Summary · 第 12 页
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2026-03-31Application Proof
大潮玩国际集团有限公司TOP TOY International Group Limited

赎回负债账面值变动计入2025年损益

Changes in the carrying amount of redemption liabilities | – | – | 158,491

Summary · 第 11 页

Our management considers that (i) equity-settled share-based payment expenses and changes in the carrying amount of redemption liabilities are non-cash in nature and do not result in cash outflow, and (ii) [REDACTED] are expenses relating to the [REDACTED].

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
2026-03-31Application Proof
常州微亿智造科技股份有限公司Changzhou Microintelligence Co., Ltd

赎回负债2025年终止为零

The balance of these instruments increased from RMB230.5 million as of December 31, 2023, to RMB313.3 million as of December 31, 2024, primarily due to an additional RMB60.0 million in preferred share issuances and a corresponding RMB22.8 million finance costs.

Financial Information · 第 229 页

The balance of redemption liabilities decreased to nil as of December 31, 2025, resulting from the derecognition of financial liabilities after the termination of all preferred shareholder rights.

Financial Information · 第 229 页

Interest expenses on redemption liabilities represent the non-cash, interest expense recorded to reflect interest incurred on our conditional obligation to redeem equity securities issued in our previous series financing rounds.

Summary · 第 10 页
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2026-03-30Application Proof
江苏瘦西湖文化旅游股份有限公司Jiangsu Slender West Lake Culture and Tourism Co., Ltd.

就扬州云通少数股东回售权确认赎回负债

We have redemption liability arising from a put option arrangements with non-controlling shareholders of Yangzhou Yuntong.

Financial Information · 第 221 页

The adjustments will be recognized as ‘‘Other expense’’ or ‘‘Other income and gains’’ in the statement of profit or loss and other comprehensive income. If the put option expires without delivery, the carrying amount of the liability is reclassified to equity.

Financial Information · 第 221 页
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2026-03-29Application Proof

可转换可赎回优先股公允价值亏损巨大

Our fair value losses of convertible redeemable preferred shares amounted to a loss of RMB185.6 million, RMB328.1 million and RMB339.0 million in 2023, 2024 and 2025, respectively.

Financial Information · 第 224 页

Our financial liabilities related to convertible and redeemable preferred shares gradually increased from RMB2,489.8 million as of December 31, 2023 to RMB2,707.9 million as of December 31, 2024 and RMB2,767.8 million as of December 31, 2025, primarily due to our increased market valuation.

Financial Information · 第 236 页

These special rights shall all be automatically terminated upon the [REDACTED] except for the redemption rights which shall be suspended on the date immediately before the date of our first submission of [REDACTED] application to the Stock Exchange and shall be restored under certain circumstances.

Financial Information · 第 224 页
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2026-03-27Application Proof
深圳小阔科技股份有限公司Shenzhen Xiaokuo Technology Co., Ltd.

可赎回负债账面值变动计入损益

As of December 31, 2023, 2024 and 2025 and February 28, 2026, we recorded redemption liabilities of RMB548.4 million, RMB579.2 million, RMB581.9 million and RMB585.6 million.

Financial Information · 第 174 页

We recorded changes in the carrying amount of redemption liabilities of RMB11.1 million, RMB30.8 million and RMB56.9 million in 2023, 2024 and 2025.

Financial Information · 第 161 页

Changes in the carrying amount of the redemption liabilities are neither related to the ordinary course of our business nor indicative of our ongoing core operating performance.

Summary · 第 7 页
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2026-03-26Application Proof
四维智联(南京)科技股份有限公司AutoAI (Nanjing) Technology Co., Ltd.

赎回负债达人民币40.9亿元并计提巨额利息

We recorded redemption liabilities of RMB2,774.6 million, RMB3,788.5 million and RMB4,091.5 million as of December 31, 2023, 2024 and 2025 respectively.

Financial Information · 第 223 页

Pursuant to the terms of the relevant agreements, we recorded interest expense on these redemption liabilities in the amount of RMB205.5 million, RMB243.9 million and RMB303.1 million in 2023, 2024 and 2025, respectively.

Financial Information · 第 223 页

We expect to turn our net liabilities position as of December 31, 2025 into net assets upon [REDACTED], as the carrying amount of redemption liabilities will be reclassified from financial liabilities to equity as a result of the termination of the aforesaid preferred rights upon [REDACTED].

Financial Information · 第 247 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-03-23Application Proof
杭州先为达生物科技股份有限公司Hangzhou Sciwind Biosciences Co., Ltd.

普通股赎回负债30.14亿元

Our redemption liabilities on ordinary shares represent the redemption liabilities we bore in relation to the ordinary shares we issued during the various rounds of pre-[REDACTED] investments.

Financial Information · 第 259 页

Our redemption liabilities on ordinary shares increased from RMB2,780.8 million as of December 31, 2024 to RMB3,014.0 million as of December 31, 2025, primarily due to the completion of our Series D Investments and accumulation of corresponding interest liabilities with each passing year.

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
2026-03-23Prospectus
上海傅里叶半导体股份有限公司Shanghai FourSemi Semiconductor Co., Ltd.03625.HK

Pre-IPO投资回售权产生赎回负债

During the Track Record Period, the changes in carrying amount of redemption liabilities represent the amount of changes in our obligations arising from the preferential rights granted to an investor, and the investor was granted a right to put back to us the registered capital acquired upon occurrence of certain events which cannot be controlled by us.

Financial Information · 第 218 页

Our redemption liabilities amounted to RMB30.8 million, RMB33.2 million, RMB35.9 million and RMB38.3 million as of December 31, 2022, 2023, 2024 and October 31, 2025, respectively.

Financial Information · 第 241 页

Upon the Listing, we expect that our redemption liabilities will automatically be re-classified to equity and therefore no more changes in carrying amount of the redemption liabilities will be recognized on our consolidated statements of profit or loss.

Financial Information · 第 221 页
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2026-03-23Application Proof
深圳承泰科技股份有限公司Shenzhen Cheng-Tech Co., Ltd.

赎回负债最高逾5亿元已转权益

As of December 31, 2023 and 2024, we had redemption liabilities of RMB332.3 million and RMB503.7 million, respectively.

Financial Information · 第 243 页

In 2023, 2024 and 2025, we had changes in carrying amounts of redemption liabilities of RMB23.2 million, RMB35.7 million and RMB11.9 million, respectively.

Financial Information · 第 222 页

In April 2025, the special rights granted to our investors were terminated pursuant to the supplemental agreements entered into between us and our investors. Accordingly, the redemption liabilities were converted from liabilities into equity, and we had no redemption liabilities as of December 31, 2025 and January 31, 2026.

Financial Information · 第 243 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-03-20Application Proof
杭州新元素药业股份有限公司Atom Therapeutics Co., Ltd.

可赎回优先股公允价值变动致重大亏损

Redemption liabilities at FVTPL arise from the preferred shares issued by our Company under various financing agreements.

Financial Information · 第 250 页

We incurred net other losses of RMB333.2 million in 2025, primarily driven by the fair value loss on redemption liabilities at FVTPL of RMB334.9 million in relation to the fair value change of our preferred shares.

Financial Information · 第 252 页

Our redemption liabilities at FVTPL increased by 41.4% from RMB1,214.5 million as of December 31, 2024 to RMB1,716.9 million as of December 31, 2025, primarily due to higher fair value of our preferred shares resulting from financing activities during the year.

Financial Information · 第 256 页
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2026-03-16Application Proof

优先股公允价值变动扩大净亏损

Our preferred shares and other financial liabilities at FVPL increased from RMB2,942.1 million as of December 31, 2023 to RMB3,728.2 million as of December 31, 2024 and further increased to RMB4,230.0 million as of December 31, 2025 due to the increased valuation of our company as the result of improvement in our business operations and financial results.

Financial Information · 第 193 页

Fair value changes of preferred shares and other financial liabilities were negative RMB136.5 million, negative RMB323.3 million, and negative RMB238.6 million in 2023, 2024, and 2025, respectively, mainly due to the increase in the fair value of our Company during the Track Record Period, driven by the improvements in operating performance and market conditions.

Financial Information · 第 182 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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