Convertible Redeemable Preferred Shares | 19. Convertible Redeemable Preferred Shares Series A Preferred Shares On June 9, 2017, the Group issued 1,102,710 Series A Preferred Shares in exchange for an aggregate cash consideration of RMB168,000, or RMB152 per share. These 1,102,710 Series A Preferred Shares were split into 27,567,750 Series A Preferred Shares at par value of US$0.00001 upon a 1:25 share split in March 2020. On November 27, 2017, the Group issued 2,021,635 Series A Preferred Shares in exchange for an aggregate cash consideration of RMB308,000, or RMB152 per share. These 2,021,635 Series A Preferred Shares were split into 50,540,875 Series A Preferred Shares at par value of US$0.00001 upon a 1:25 share split in March 2020. Series A-1 On January 5, 2018, the Group issued 2,712,095 Series A-1 A-1 A-1 Series A-2 On January 5, 2018, the Group issued 466,856 Series A-2 A-2 A-2 Series B Preferred Shares On March 26, 2018, the Group issued 6,419,268 Series B Preferred Shares in exchange for an aggregate cash consideration of RMB2,200,000, or RMB343 per share. These 6,419,268 Series B Preferred Shares were split into 160,481,700 Series B Preferred Shares at par value of US$0.00001 upon a 1:25 share split in March 2020. Series B-1 On August 1, 2018, the Company issued 5,330,910 Series B-1 B-1 B-1 Series B-2 On August 1, 2018, the Company issued 1,526,543 Series B-2 B-2 B-2 Series C Preferred Shares On December 2, 2019, the Company issued 3,183,626 Series C Preferred Shares in exchange for an aggregate cash consideration of US$300,000, equivalent to RMB2,107,860, or US$94, equivalent to RMB662 per share. These 3,183,626 Series C Preferred Shares were split into 79,590,650 Series C Preferred Shares at par value of US$0.00001 upon a 1:25 share split in March 2020. On April 10, 2020, the Company issued 26,137,425 Series C Preferred Shares (after a 1:25 share split) in exchange for an aggregate cash consideration of US$98,519, equivalent to RMB693,123, or US$3.77 equivalent to RMB27 per share. On May 11, 2020, the Company issued 795,907 Series C Preferred Shares (after a 1:25 share split) in exchange for an aggregate cash consideration of US$3,000, equivalent to RMB21,231, or US$3.77, equivalent to RMB27 per share. On May 26, 2020, the Company issued 318,363 Series C Preferred Shares (after a 1:25 share split) in exchange for an aggregate cash consideration of US$1,200, equivalent to RMB8,555, or US$3.77, equivalent to RMB27 per share. On July 22, 2020, July 24, 2020, July 29, 2020 and August 6, 2020, the Company issued 207,588,515 Series C Preferred Shares (after a 1:25 share split) in exchange for an aggregate cash consideration of US$900,000, equivalent to RMB6,271,720, or US$4.34, equivalent to RMB30 per share. The key terms of the Series A Preferred Shares, Series A-1 A-2 B-1 B-2 Conversion feature Each Preferred Share shall automatically be converted into Class A Ordinary Shares at the Conversion Price at the time in effect immediately upon the earlier of (a) the consummation of a Qualified IPO; and (b) the date specified by written consent or agreement of 80% holders of each series. The initial conversion ratio of Preferred Shares to ordinary shares shall be 1:1, subject to adjustments in the event of (i) reorganizations, mergers, consolidations or sales of Assets, (ii) certain issuances of shares below the Conversion Price, (iii) share dividends, subdivisions and combinations of Class A ordinary shares, (iv) other distributions or (v) reclassification or recapitalization of Class A ordinary shares. The Company determined that there were no beneficial conversion features identified for any of the Preferred Shares during any of the periods. In making this determination, the Company compared the fair value of the ordinary shares into which the Preferred Shares are convertible with the respective effective conversion price at the issuance date. To the extent a conversion price adjustment occurs, as described above, the Company will re-evaluate Redemption feature Issuance of Series C, Series B-1 B-2 Upon issuance of Series C, Series B-1 B-2 The redemption amount payable for each Preferred Share upon exercise of the redemption option by the holder, will be an amount equal to the greater of (a) 120% of the Original Issue Price of such Share, and (b) 100% of Original Issue Price plus compounded accrued daily interest (on the basis of a 365-day 365-day B-1 B-2 B-1 B-2 B-2 B-1 A-1 A-2 A-1 A-2 A-1 A-2 If any holder of outstanding Preferred Shares chooses to redeem and the Company does not have sufficient funds to pay the Redemption Price, such holder may sell its interests to a third party. If the aggregate price of the Redemption Shares in such sale to third party is less than the Redemption Price of such Redemption Shares, the Company shall be obligated to pay to the Selling Holder the excess, if any, of the Redemption Price over the aggregate price of the Redemption Shares. Issuance of Series A-1 A-2 Prior to the issuance of Series A-1 A-2 Upon issuance of Series A-1 A-2 The redemption amount payable for each Preferred Share will be an amount equal to the greater of (a) 120% of the Original Issue Price, plus any dividends declared but unpaid thereon, of such Share, and (b) 100% of Original Issue Price plus compounded accrued daily interest (on the basis of a 365-day Liquidation preferences Liquidation Event means any of the following events: (i) any liquidation, dissolution or winding up of the Company, (ii) any sale, conveyance, lease or disposition of all or substantially all of the Group’s assets (including by means of an exclusive licensing of all or substantially all of the Group’s intellectual property or similar arrangement) to a third party other than the Group; and (iii) any acquisition, amalgamation, scheme of arrangement or merger of the Company or the Group by or with another entity where the gross or net value of the assets or equities being acquired represents more than 50% of the consolidated total assets or the consolidated net assets of the Group, by means of any transaction or series of related transactions to which the Company or such other Group Company, as applicable, is a party (other than a transaction or series of transactions in which the Persons having Control over the Company or such other Group Companies will continue to have Control over the surviving entity), Provided, however, that the events set forth in the foregoing (ii) or (iii) shall not be deemed a Liquidation Event unless the Majority Preferred Holders have, by written notice to the Company, determined that such events constitute a Liquidation Event. The occurrence of a Liquidation Event will trigger redemption and liquidation of net assets of the Company and distribution of the proceeds to redeem all the Company’s equity securities in accordance with the seniority described below, not the Preferred Shares. In the event of any liquidation, the holders of Preferred Shares have preference over holders of ordinary shares with respect to payment of dividends and distribution of assets. Upon Liquidation Event, Series C Preferred Shares shall rank senior to Series B-1 B-2 B-1 B-2 B-2 B-1 A-1 A-2 A-1 A-2 A-1 A-2 The holders of Preferred Shares and the ordinary shares shall be entitled to receive an amount per share equal to the greater of (a) 120% of the Original Issue Price, plus any dividends declared but unpaid thereon, of such Share, and (b) 100% of Original Issue Price plus compounded accrued daily interest (on the basis of a 365-day After setting aside or paying in full the aggregate Liquidation Preference Amount of the Series C Preferred Shares, the Series B-2 B-1 A-2 A-1 Dividends rights Each holder of Preferred Shares shall be entitled to receive, prior and in preference to any declaration or payment of any cash or non-cash Voting rights The holders of the Preferred Shares shall have the right to one vote for each ordinary share into which each outstanding Preferred Share held could then be converted. The holders of the Preferred Shares vote together with the Ordinary Shareholders, and not as a separate class or series, on all matters put before the shareholders. The holders of the Preferred Shares are entitled to appoint a total of 4 out of 7 directors of the Board. Conversion upon IPO Upon the completion of the Company’s IPO, all the issued and outstanding Preferred Shares were converted into Ordinary Shares. Accounting for Series A, A-1, A-2, B-1, B-2 Prior to issuance of Series A-1 A-2 The Company classified the Series A Preferred Shares as mezzanine equity in the consolidated balance sheets because they were contingently redeemable upon the occurrence of certain liquidation events outside of the Company’s control. No accretion was recognized subsequently since it is not probable that the instrument will become redeemable. Upon issuance of Series A-1 A-2 The issuance of Series A-1 A-2 365-day Post issuance of Series A-1 A-2, A-1 A-2 Upon issuance of Series B The issuance of Series B Preferred Shares concurrently amended terms of Series A, A-1 A-2 Upon the amendment, the time-based redemption right of Series A, A-1 A-2 A-1 A-2 Post issuance of Series B The net settlement mechanism of the redemption right described earlier exist in Series B, B-1, B-2 B-1 B-2 the-then Accounting for a put option of an investor In April 2020, the Company issued certain Series C to an investor, which is a fund (“Investor Fund”) owned by a partnership. As part of the arrangement, the Company provided a put option to a limited partner (“LP”) of the Investor Fund pursuant to which the LP shall have the right to redeem its LP interests in the Investor Fund (not Series C issued by the Company) with the principal amounting to RMB300,000 plus 8% annualized interest (“Fund Redemption Price”) in the event the Company was not able to reach a business agreement with the LP on or before December 31, 2020. The redemption right of the LP is accounted for as a freestanding put option at fair value, which was immaterial as of December 31, 2020. Subsequently on February 28, 2021, the put option became due and invalid and the LP did not exercise its redemption right. The Company’s Preferred Shares activities for the years ended December 31, 2018, 2019 and 2020 are summarized below: Redeemable Ordinary Shares Series A Series A-1 Series A-2 Series B Series B-1 Series B-2 Series C Total Number of Amount Number of Amount Number of Amount Number of Amount Number of Amount Number of Amount Number of Amount Number of Amount Number of Amount shares (RMB) shares (RMB) shares (RMB) shares (RMB) shares (RMB) shares (RMB) shares (RMB) shares (RMB) shares (RMB) Balances as of December 31, 2017 15,753,000 11,201 88,281,125 499,397 — — — — — — — — — — — — 104,034,125 510,598 Issuance of Preferred Shares of Series A-1 A-2 — — — — 67,802,375 460,000 11,671,400 100,000 — — — — — — — — 79,473,775 560,000 Extinguishment of mezzanine equity upon the completion of the issuance of Series A-1 A-2 — — — (474,376 ) — — — — — — — — — — — — — (474,376 ) Recognition of mezzanine equity upon the completion of the issuance of Series A-1 A-2 — — — 508,923 — — — — — — — — — — — — — 508,923 Issuance of Preferred Shares of Series B on March 26 2018 — — — — — — — — 160,481,700 1,823,954 — — — — — — 160,481,700 1,823,954 Modification of mezzanine equity upon the completion of the issuance of Series B on March 26, 2018 — — — (12,088 ) — (10,597 ) — (2,360 ) — — — — — — — — — (25,045 ) Extinguishment of mezzanine equity upon the completion of the issuance of Series B on March 26, 2018 — — — (25,021 ) — — — — — — — — — — — — — (25,021 ) Recognition of mezzanine equity at fair value upon the completion of the issuance of Series B on March 26, 2018 — — — 33,395 — — — — — — — — — — — — — 33,395 Issuance of Preferred Shares of Series B-1 B-2 — — — — — — — — — — 133,272,750 2,565,113 38,163,575 841,199 — — 171,436,325 3,406,312 Accretion on Preferred Shares to redemption value — — — 35,518 — 49,178 — 10,362 — 450,449 — 120,386 — 39,436 — — — 705,329 Derecognition of mezzanine equity classified as Preferred Shares — — (10,172,500 ) (33,395 ) — — — — — — — — — — — — (10,172,500 ) (33,395 ) Derecognition of mezzanine equity classified as Redeemable Ordinary Shares (15,753,000 ) (11,201 ) — — — — — — — — — — — — — — (15,753,000 ) (11,201 ) Balances as of December 31, 2018 — — 78,108,625 532,353 67,802,375 498,581 11,671,400 108,002 160,481,700 2,274,403 133,272,750 2,685,499 38,163,575 880,635 — — 489,500,425 6,979,473 Issuance of Preferred Shares post extinguishment — — — — — — — — — — — — — — 79,590,650 1,801,402 79,590,650 1,801,402 Accretion on Preferred Shares to redemption value post extinguishment — — — 65,206 — 61,073 — 13,255 — 287,695 — 394,944 — 119,880 — 18,997 — 961,050 Repurchase of the Preferred Shares — — — — — — — — — — — — (2,197,900 ) (48,447 ) — — (2,197,900 ) (48,447 ) Balances as of December 31, 2019 — — 78,108,625 597,559 67,802,375 559,654 11,671,400 121,257 160,481,700 2,562,098 133,272,750 3,080,443 35,965,675 952,068 79,590,650 1,820,399 566,893,175 9,693,478 Balances as of December 31, 2019 — — 78,108,625 597,559 67,802,375 559,654 11,671,400 121,257 160,481,700 2,562,098 133,272,750 3,080,443 35,965,675 952,068 79,590,650 1,820,399 566,893,175 9,693,478 Issuance of Preferred Shares of Series C — — — — — — — — — — — — — — 234,840,210 6,639,361 234,840,210 6,639,361 Accretion on Preferred Shares to Redemption Value post Extinguishment — — — 64,863 — 60,854 — 13,635 — 332,743 — 586,803 — 186,043 — 912,803 — 2,157,744 Conversion of Preferred Shares to Ordinary Shares upon the completion of the IPO — — (78,108,625 ) (662,422 ) (67,802,375 ) (620,508 ) (11,671,400 ) (134,892 ) (160,481,700 ) (2,894,841 ) (133,272,750 ) (3,667,246 ) (35,965,675 ) (1,138,111 ) (314,430,860 ) (9,372,563 ) (801,733,385 ) (18,490,583 ) Balances as of December 31, 2020 — — — — — — — — — — — — — — — — — — |