Perfect's Listing: Why Negative Shareholders' Equity? Preferred Shares and 26 Times Sales
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Collected in Robin Shen’s Field Notes · Content type and attribution are shown above
English translation of the Chinese post originally published 2022-11-01. Translated 2026-10-25 with AI assistance. Historical figures and claims have not been updated or independently verified. 中文原文
Reading guide
Using Perfect's prospectus, Robin explains why a company using an overseas fundraising structure can have negative shareholders' equity. After the original shareholders, each financing round involves preferred shares, which are classified as liabilities under IFRS because of their special terms. Before listing, Perfect had US$93.83 million in assets and US$252 million in liabilities, including US$231 million of liability-classified preferred shares. At the closing share price at the time, it was at unicorn scale. First-half 2022 revenue was US$23.38 million, with an 86% gross margin. Estimating full-year revenue at about US$50 million against a US$1.3 billion market capitalization gives a price-to-sales ratio of about 26. Listing expenses alone reached US$48.66 million, about NT$1.5 billion. These figures reflect the 2022 prospectus; the sales multiple is Robin's estimate.
Key points
- Special terms cause preferred shares to be classified as liabilities under IFRS, producing negative pre-listing shareholders' equity.
- Of Perfect's US$252 million in liabilities, US$231 million consisted of preferred shares classified as liabilities.
- First-half 2022 revenue was US$23.38 million, with an 86% gross margin; a US$1.3 billion market value implies about 26 times estimated annual sales, by Robin's calculation.
- Listing expenses were US$48.66 million, approximately NT$1.5 billion.

Full text — English translation
These articles are personal notes, book excerpts, and collected reprints. Figures and events reflect the time of the original publication, are not current information, and do not constitute investment advice.
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