Convertible Redeemable Preferred Shares ("Preferred Shares") | 18 . CONVERTIBLE REDEEMABLE PREFERRED SHARES (“PREFERRED SHARES”) The following table summarizes the issuances of convertible redeemable preferred shares. Series Issuance Date Shares Issued Issue Price per Share Net Proceeds from Issuance US$ US$ RMB Seed August 1, 2017 200,000,000 0.0050 1,000 6,715 Seed March 25,2020 53,699,985 1.0615 57,000 403,230 Seed April 27, 2020 45,315,250 1.0615 48,100 340,082 Seed April 27, 2020 6,443,998 0.00001 - - Seed July 29, 2020 21,479,994 1.0615 22,800 159,530 Seed September 11, 2020 31,651,271 1.5009 47,505 324,882 A-1 October 9, 2017 66,667,000 0.0150 1,000 6,649 A-2 October 9, 2017 145,038,000 0.0207 3,008 20,000 A-2 October 9, 2017 38,677,000 0.0207 802 5,333 A-2 March 25,2020 15,035,996 1.0615 15,960 112,904 A-2 April 27, 2020 27,923,992 1.1173 31,200 220,593 B-1 September 5, 2018 14,503,820 0.0622 902 6,158 B-2 September 5, 2018 171,289,239 0.0655 11,220 76,594 B-3 October 22, 2018 85,351,118 0.0820 7,000 48,465 B-3+ February 25, 2019 87,075,383 0.1740 15,150 101,704 C July 26, 2019 206,907,594 0.5644 114,814 789,872 C April 27, 2020 26,573,188 0.5644 14,999 105,911 C September 11, 2020 39,859,783 0.5644 22,499 153,866 D March 25, 2020 66,432,971 1.1173 71,868 508,411 E September 11, 2020 144,331,134 1.5799 225,668 1,543,323 The Series Seed preferred shares, the Series A-1 preferred shares and the Series A-2 preferred shares are collectively defined as “Junior preferred shares”, and the Junior preferred shares, the Series B-1 preferred shares, the Series B-2, the Series B-3 preferred shares, the Series B-3+ preferred shares, the Series C preferred shares, the Series D preferred shares and Series E preferred shares are collectively defined as “preferred shares” thereafter. The key terms of the preferred shares are as follows: Conversion right All of the preferred shares are convertible, at the option of the holders at any time after the original issue date of the relevant series of preferred shares into such number of fully paid ordinary shares. Each preferred share was automatically converted into ordinary shares at the then effective conversion price upon the closing of a Qualified IPO. The conversion ratio for each preferred share was determined by dividing the issue price by the then conversion price, in effect at the time of the conversion. The initial conversion price of each class of preferred share was its respective subscription price, and was subject to adjustment in the event of the issuance of additional ordinary shares at a per share price less than the conversion price. 18. CONVERTIBLE REDEEMABLE PREFERRED SHARES (“PREFERRED SHARES”) (Continued) Redemption right At the option of a holder of the preferred shares, the Company redeemed at the redemption price all or any part of the outstanding preferred shares, at any time on or after the earlier of: (i) the redemption start date for each series of preferred shares; or (ii) the date on which a holder of any equity securities of the Company requested a redemption of its shares. Upon issuance of certain rounds of preferred shares, the redemption start dates of certain pre-existing preferred shares were modified to conform with the newly issued preferred shares. (Refer to Modifications and Repurchases of preferred shares below). The Junior preferred shares, B-1, B-2, B-3, B-3+ preferred shares’ redemption price was equal to the respective preferred shares’ issue price compounded with an interest rate of 10% per annum, and C, D, E preferred shares’ redemption price was equal to the respective preferred shares’ issue price calculated with a simple interest rate of 10% per annum, plus all declared but unpaid dividends thereon up to the date of redemption, proportionally adjusted for any share splits, share dividends, share combinations, recapitalizations or the like. Dividend rights Each preferred share had the right to receive non-cumulative dividends, on an as-converted basis, when, as and if declared by the Board. The order of distribution was made from holders of Series E, holders of Series D, holders of Series C preferred shares, holders of Series B preferred shares, to holders of Junior preferred shares. No distribution to Junior preferred shares was made until full payment of the amount distributable on the more senior preferred shares. No dividend was paid on the ordinary shares at any time unless and until all dividends on the preferred shares had been paid in full. No dividends on preferred and ordinary shares had been declared since the issuance date until IPO. Liquidation rights Upon the occurrence of any liquidation event, whether voluntary or involuntary, all assets and funds of the Company legally available for distribution were distributed to the shareholders in the following order and manner: Holders of preferred shares of later series had preference to the distribution of assets or funds over holders of preferred shares of earlier series and holders of ordinary shares, in the following sequence: Series E preferred shares, Series D preferred shares, Series C preferred shares, Series B-3+ preferred shares, Series B-3 preferred shares, Series B-2 preferred shares, Series B-1 preferred shares, and Junior preferred shares. The amount of preference was equal to 100% of the issuance price, calculated with a simple interest rate of 10% per annum, plus any and all declared but unpaid dividends. After distribution to the holder of preferred shares the amount of preference, all remaining assets and funds of the Company available for distribution to the shareholders were distributed ratably among all the shareholders on a fully diluted basis. Voting rights Each preferred share conferred the right to receive notice of, attend and vote at any general meeting of members on an as-converted basis. The holders of the preferred shares voted together with the ordinary shareholders, and not as a separate class or series, on all matters put before the shareholders. 18. CONVERTIBLE REDEEMABLE PREFERRED SHARES (“PREFERRED SHARES”) (Continued) Accounting of preferred shares The Company classified all preferred shares as mezzanine equity in the consolidated balance sheets because they were redeemable at the holders’ option any time after a certain date and are contingently redeemable upon the occurrence of certain liquidation events outside of the Company’s control. The preferred shares were recorded initially at fair value, net of issuance costs. The Company recorded accretion on the preferred shares, where applicable, to the redemption value from the issuance dates to the earliest redemption dates. The accretion, calculated using the effective interest method, was recorded against retained earnings, or in the absence of retained earnings, by charging against additional paid-in capital. Once additional paid-in capital had been exhausted, additional charges were recorded by increasing the accumulated deficit. The accretion of preferred shares was RMB 59,200 and RMB 242,209 for the years ended December 31, 2019 and 2020, respectively. The Company determined that the embedded conversion features and the redemption features did not require bifurcation as they either were clearly and closely related to the preferred shares or did not meet the definition of a derivative. The Company had determined that there was no beneficial conversion feature attributable to all preferred shares because the initial effective conversion prices of these preferred shares were higher than the fair value of the Company’s ordinary shares determined by the Company taking into account independent valuations. Upon completion of the IPO, all preferred shares were converted to 1,301,189,200 Class A ordinary shares. (a) Modifications and Repurchases of Preferred Shares Upon issuance of Series C preferred shares in 2019, the redemption start dates of certain pre-existing preferred shares were modified to conform with the newly issued preferred shares. From both quantitative and qualitative perspectives, the Company assessed the impact of these modifications and concluded that they represent a modification rather than extinguishment of pre-existing preferred shares, and the impact of the modification was immaterial. In the year ended December 31, 2019, the Company repurchased 60,349,275 Junior preferred shares whose book value was RMB 8,676 from shareholders for total consideration of RMB 69,915. Concurrently, the Company issued 60,349,275 Series B-3+ preferred shares for total consideration of RMB 69,915. The difference of RMB 61,239 between the consideration transferred and the book value of repurchased the preferred shares was treated as deemed dividends to preferred shareholders. In the year ended December 31, 2020, the Company repurchased 132,718,241 Junior preferred shares whose book value was RMB 14,379 from shareholders for total consideration of RMB 1,068,599. Concurrently, the Company issued 132,718,241 Junior preferred shares for total consideration of RMB 1,068,599. The difference of RMB 1,054,220 between the consideration transferred and the book value of repurchased the preferred shares was treated as deemed dividends to preferred shareholders. (b) Redesignation of Founder’s Ordinary Shares to Preferred Shares In April 2020, the Company re-designated 6,443,998 ordinary shares owned by one of its founders into preferred shares. The transaction was accounted for as a repurchase of ordinary shares and an issuance of preferred shares. The difference between the fair value of the ordinary share repurchased of RMB 33,290 and fair value of the newly issued preferred shares of RMB 35,142 amounted to RMB 1,852 was recognized as share-based compensation expenses. 18. CONVERTIBLE REDEEMABLE PREFERRED SHARES (“PREFERRED SHARES”) (Continued) The Company’s preferred shares activities for the years ended December 31, 2019, 2020 and 2021 are summarized below: Junior Preferred Shares Series B-1 and B-2 Preferred Shares Series B-3 Preferred Shares Series B-3+ Preferred Shares Series C Preferred Shares Series D Preferred Shares Series E Preferred Shares Total Number of shares Amount (RMB) Number of shares Amount (RMB) Number of shares Amount (RMB) Number of shares Amount (RMB) Number of shares Amount (RMB) Number of shares Amount (RMB) Number of shares Amount (RMB) Number of shares Amount (RMB) Balances as of January 1, 2019 450,382,000 53,209 185,793,059 85,319 85,351,118 49,359 - - - - - - - - 721,526,177 187,887 Repurchase of preferred shares (60,349,275) (8,676) - - - - - - - - - - - - (60,349,275) (8,676) Issuance of preferred shares, net of issuance costs - - - - - - 87,075,383 101,704 206,907,594 789,872 - - - - 293,982,977 891,576 Accretion on preferred shares to redemption value - 2,181 - 8,625 - 4,920 - 8,796 - 34,678 - - - - - 59,200 Balances as of December 31,2019 390,032,725 46,714 185,793,059 93,944 85,351,118 54,279 87,075,383 110,500 206,907,594 824,550 - - - - 955,159,879 1,129,987 Repurchase of preferred shares (132,718,241) (14,379) - - - - - - - - - - - - (132,718,241) (14,379) Issuance of preferred shares, net of issuance costs 195,106,488 1,561,221 - - - - - - 66,432,971 563,404 66,432,971 508,411 144,331,134 1,543,323 472,303,564 4,176,359 Redesignation of Founder’s ordinary shares to preferred shares 6,443,998 35,142 - - - - - - - - - - - - 6,443,998 35,142 Accretion on preferred shares to redemption value - 75,620 - 8,431 - 4,810 - 10,072 - 76,015 - 36,442 - 30,819 - 242,209 Redeemable convertible preferred shares converted into Class A ordinary shares upon the completion of the IPO (458,864,970) (1,704,318) (185,793,059) (102,375) (85,351,118) (59,089) (87,075,383) (120,572) (273,340,565) (1,463,969) (66,432,971) (544,853) (144,331,134) (1,574,142) (1,301,189,200) (5,569,318) Balances as of December 31, 2020 and 2021 - - - - - - - - - - - - - - - - |