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LONG-TERM INVESTMENTS, NET
12 Months Ended
Dec. 31, 2022
LONG-TERM INVESTMENTS, NET  
LONG-TERM INVESTMENTS, NET

11. LONG-TERM INVESTMENTS, NET

The following table sets forth a breakdown of the categories of long-term investments held by the Group as of the dates indicated:

    

As of December 31,

2021

2022

RMB

    

RMB

(in thousands)

Investments in equity method investees

 

430,292

 

370,985

Investments accounted for at fair values

 

6,480,322

 

1,063,689

Equity investments measured under measurement alternative and NAV practical expedient

 

1,232,735

 

152,645

Long-term time deposits

 

946,096

 

11,064,516

Held-to-maturity debt investments

135,071

147,529

Available-for-sale debt investments

 

7,813,655

 

5,126,289

Total long-term investments

 

17,038,171

 

17,925,653

Investments in equity method investees

Amounts

 

RMB

 

(in thousands)

Balance at December 31, 2019

 

395,926

Investments made

 

339,577

Income (loss) from investment

 

(10,924)

Investment impairment

(26,650)

Dividend received

(8,000)

Balance at December 31, 2020

 

689,929

Investments made

 

258,990

Income (loss) from investment

 

39,520

Investment impairment

(2,914)

Disposal of investment

(540,433)

Dividend received

 

(14,800)

Balance at December 31, 2021

 

430,292

Investments made

 

12,188

Income (loss) from investment

 

44,588

Disposal of investment

 

(134,406)

Dividend received

 

(27,338)

Acquired in a business combination

 

45,661

Balance at December 31, 2022

 

370,985

The Group applies the equity method of accounting to account for its equity investments in common stock or in-substance common stock, over which it has significant influence but does not own a majority equity interest or otherwise control.

For the year ended December 31, 2020, the Group made RMB339.6 million new investments under the equity method, mainly including RMB280.0 million equity investment in a company which is primarily engaged in providing residential property rental agency and management services in the PRC.

For the year ended December 31, 2021, the Group made RMB259.0 million new investments under the equity method, mainly including RMB198.0 million equity investment in certain newly founded entities which are primarily engaged in real estate development projects investment. In April 2021, the Group disposed investments in certain equity method investees at approximately RMB495.0 million, which approximated their carrying value.

11. LONG-TERM INVESTMENTS, NET (CONTINUED)

For the year ended December 31, 2022, the Group made RMB12.2 million new investments under the equity method and the Group disposed investments in certain equity method investees at approximately RMB134.4 million, which approximated their carrying value.

Impairment recorded for equity method investments for the years ended December 31, 2020, 2021 and 2022 was RMB26.7 million, RMB2.9 million and nil.

Investments accounted for at fair values

Investments accounted for at fair values include (i) marketable equity securities, which are publicly traded stocks or funds measured at fair value, (ii) unlisted equity securities or debt securities which use significant unobservable inputs to measure the fair value on recurring basis, (iii) long-term loan receivables accounted for under the fair value option method of accounting, and (iv) investments in wealth management products with maturity date in over one year, which are financial instruments with variable interest rates or principal not-guaranteed with certain financial institutions and are measured at fair value in accordance with ASC 825-“Financial Instruments”.

The following table shows the carrying amount and fair value of investments accounted for at fair value:

    

    

Gross 

    

Gross 

    

unrealized 

unrealized

Exchange

Dividends

Cost basis

gains

losses

adjustments

received

Fair value

    

RMB

     

RMB

     

RMB

RMB

    

RMB

    

RMB

 

(in thousands)

Marketable securities (i)

 

296,848

(142,337)

(732)

153,779

Unlisted equity securities (ii)

 

221,694

24,313

246,007

Loan receivables measured at fair value (ii)

65,368

2,822

68,190

Wealth management product (iii)

6,109,574

209,844

(228,453)

(78,619)

6,012,346

Balance at December 31, 2021

 

6,693,484

 

236,979

(142,337)

(229,185)

(78,619)

6,480,322

Marketable securities (i)

 

96,848

 

(63,678)

3,964

37,134

Unlisted equity securities (ii)

 

220,035

 

442

(135,805)

84,672

Loan receivables measured at fair value (ii)

 

32,532

 

2

(28,651)

3,883

Wealth management product (iii)

 

937,500

 

500

938,000

Balance at December 31, 2022

 

1,286,915

 

944

(228,134)

3,964

1,063,689

(i)Marketable securities

Marketable securities represent investments in the equity securities of publicly listed companies, for which the Group does not have significant influence. The marketable securities are valued using the market approach based on the quoted prices in active markets at the reporting date. The Group classifies the valuation techniques that use these inputs as Level 1 of fair value measurements.

11. LONG-TERM INVESTMENTS, NET (CONTINUED)

(ii)Unlisted equity securities and loan receivables measured at fair value

Investment in IFM Investments Limited (“IFM”)

In October 2017, the Group purchased 10% ownership in IFM, a company focusing on real estate agency business in the PRC, through subscription of 308,084,916 convertible redeemable preferred shares newly issued by IFM at an aggregated subscription price of RMB60 million. Concurrent with the preferred share investment, the Group entered into a convertible note purchase agreement on August 14, 2017 to purchase convertible notes issued by IFM in the principal amount of US$ equivalent of RMB40 million with maturity period of 30 months and interest rate per annum of 12%. The convertible notes were convertible into IFM’s preferred shares at a discounted price. The Group elected the fair value option to measure the preferred share investments and the entire convertible note with the assistance of an independent valuation firm.

In 2019, the Group launched many incentive programs to incentivize real estate brokerage firms to join the Group’s platform. IFM is one of the leading firms in the real estate agency business industry. In May 2019, to incentivize IFM to join the Group’s platform, the Group made additional investment of RMB308 million to acquire certain percentage of IFM’s preferred and ordinary shares, converted the convertible note into preferred shares and provided RMB130 million loan to IFM’s controlling shareholder, which is secured by 17.5% ownership of IFM. Total consideration of the additional investment in IFM and the loan to IFM’s controlling shareholder was RMB438 million. The fair value of the additional investment in IFM and the loan to IFM’s controlling shareholder was RMB120.1 million on the transaction date. The difference of RMB317.9 million between the consideration paid and the fair value received was considered and recognized as deemed marketing expenses.

As the investment in IFM is not in-substance common stock, it does not qualify for equity method accounting, and according to ASC 321, the Group elected to account for this investment at fair value with realized or unrealized gains and losses recorded in the consolidated statements of comprehensive income (loss).

As of December 31, 2021 and 2022, the Group held 37.6% in IFM and account for the investment in IFM amounted to RMB218.6 million and RMB58.8 million, and loan to IFM’s controlling shareholder at fair value amounting to RMB32.6 million and RMB1.2 million, respectively. The Group classifies the valuation techniques that use these inputs as Level 3 of fair value measurements.

Other than the equity investment in IFM, the investment in unlisted equity securities was primarily equity investments in one private company focusing on home renovation business in the PRC and other private investment companies.

(iii)Wealth management products

As part of the Group’s cash management program, the Group invested in certain wealth management products with variable interest rates and principal not guaranteed issued by financial institutions in the PRC. These wealth management products were with maturity of over one year, or can be redeemed through advance notice and the Group intended to hold the investments over one year, thus were classified as long-term investments.

Equity investments measured under measurement alternative and NAV practical expedient

Equity investments without readily determinable fair values include investments in private equity funds accounted for under NAV practical expedient, and investments in private companies accounted for under measurement alternative.

Investments in private equity generally are not redeemable due to the closed-ended nature of these funds. Investment in private equity funds over which the Group does not have the ability to exercise significant influence are accounted for under the NAV practical expedient. As of December 31, 2021 and 2022, the carrying amount of the Group’s investment in private equity fund was approximately RMB126.4 million and RMB91.0 million, respectively. During the years ended December 31, 2020, 2021 and 2022, fair value changes recognized for this equity investment were RMB20.4 million, RMB51.6 million, RMB(32.9) million respectively. Investments in the private equity fund is subject to a lock-up period of 8 years which restricts investor from withdrawing from the fund during the investment period.

11. LONG-TERM INVESTMENTS, NET (CONTINUED)

The following table shows the details of investments in private companies accounted for under measurement alternative:

    

As of December 31,

    

2021

    

2022

RMB

    

RMB

(in thousands)

Yuanjing Mingchuang (i)

532,035

14,930

Shengdu (ii)

480,000

Others

94,320

46,710

Total Equity investments measured under measurement alternative

1,106,355

61,640

(i)Investment in Shenzhen Yuanjing Mingchuang Management Consulting Co. (“Yuanjing Mingchuang”)

On May 31, 2021, the Group acquired 29.16% equity interest in Yuanjing Mingchuang, a private company and a related party of the Group, which engaged in long-term apartment rental business in Shenzhen under the brand “V-town”. The investment was made in form of preferred shares with a total cash consideration of RMB700 million. The Group elected to use measurement alternative to account for the investment.

Due to the unsatisfied financial performance of Yuanjing Mingchuang, management determined that impairment indicator existed as of December 31, 2021 and the Group recorded an impairment loss of RMB168.0 million for the year ended December 31, 2021 based on the investment’s fair value estimated with the assistance of an independent valuation firm.

Due to the change of original operating plan, persistent sluggish performance, considering the uncertainty of the investee’s future financing program and operating plan, the Group recorded an impairment loss of RMB517.1 million for the years ended December 31, 2022 based on the investment’s fair value estimated with the assistance of an independent valuation firm in accordance with the principles of ASC 820. The fair value of Yuanjing Mingchuang was measured using significant unobservable inputs (Level 3) based on the discounted cash flow method. Significant assumptions used in the valuation include future revenues and the discount rate.

(ii)Investment in Shengdu

On July 5, 2021, the Group announced to enter into a definitive agreement with Shengdu, a home renovation service provider headquartered in Hangzhou, pursuant to which the Group agreed to acquire 100% equity interests in Shengdu from its existing shareholders, for a total consideration capped at RMB8 billion consisting of cash and restricted shares, subject to a staggered acquisition arrangement and customary closing conditions, including regulatory approvals. The Group has purchased 6% of Shengdu’s equity interests with preference rights in December 2021 with consideration amount to RMB480 million in cash, among which RMB120 million had been paid in December 2021. The Group elected to use measurement alternative to account for the investment. The Group accounted for its obligation to purchase the remaining 94% equity interest of Shengdu when and if certain customary closing conditions are satisfied as a forward contract, which is classified as an asset or liability and measured at fair value, with changes in fair value reported in earnings. The fair value of the forward is immaterial at contract inception and as of December 31, 2021.

On January 6, 2022, the Group has acquired additional 43% of Shengdu’ s equity interests with preference rights with consideration amounted to RMB3,440 million in cash. The Group elected to use measurement alternative to account for the investment.

On April 20, 2022, the Group completed the acquisition of Shengdu. Please refer to Note 23. Business Combinations for more details.

11. LONG-TERM INVESTMENTS, NET (CONTINUED)

As of December 31, 2021 and 2022, investments accounted for under measurement alternative were RMB1,106.4 million and RMB61.6 million, respectively. There was no upward adjustment identified by the management for the years ended December 31, 2021 and 2022.

The total carrying value of investment in private companies accounted for under measurement alternative held as of December 31, 2021 and 2022 were as follows:

    

As of December 31, 

2021

2022

RMB

RMB

 

(in thousands)

Initial cost basis

 

1,299,144

 

835,790

Cumulated unrealized losses (including impairment)

 

(192,789)

 

(774,150)

Total carry value

 

1,106,355

 

61,640

For the years ended December 31, 2020, 2021 and 2022, RMB9.0 million, RMB183.8 million and RMB591.9 million impairment was recorded for investments in private companies accounted for under measurement alternative. The impairment was recorded in “Impairment loss for equity investments accounted for using measurement alternative” in the Group’s consolidated statements of comprehensive income (loss). Also, the Group classifies the valuation techniques on those investments that use similar identifiable transaction prices as Level 2 of fair value measurements and those investments that measured using significant unobservable inputs as Level 3 of fair value measurements.

Long-term time deposits

The Group’s long-term time deposits are time deposits placed with banks with original maturities more than one year, and those matured date within one year will be reclassified to short-term investments. As of December 31, 2021, deposits were denominated in RMB amounting to approximately RMB946.1 million, among which RMB514.9 million will be matured in March 2024, RMB200.6 million will be matured in December 2024 with the remaining will be matured in May 2024. As of December 31, 2022, deposits were denominated in RMB amounting to approximately RMB11.1 billion, among which RMB1,737.6 million will be matured in 2024.The remaining RMB9,326.9 million will be matured in 2025.

Held-to-maturity debt investments

During the year ended December 31, 2022, the Group recorded interest income from its held-to-maturity debt investments of RMB3.5 million in the consolidated statements of comprehensive income (loss). Held-to-maturity debt investments as of December 31, 2022 are shown as below, which would be due in 1 to 2 years:

    

As of December 31, 2022

Gross

Gross 

Cost or 

 unrecognized

unrecognized 

Amortized

 holding 

holding 

Fair

 cost

gains

losses

 value

RMB

    

RMB

    

RMB

    

RMB

(in thousands)

Held-to-maturity debt investments

147,529

(9,044)

138,485

11. LONG-TERM INVESTMENTS, NET (CONTINUED)

The following table summarizes the amortized cost of held-to-maturity debt investments with stated contractual dates, classified by the contractual maturity date of the investments:

As of December 31,

2021

2022

    

RMB

    

RMB

(in thousands)

Due in 1 year through 5 years

135,071

147,529

Total

135,071

147,529

Available-for-sale debt investments

The Group’s available-for-sale debt investments mainly include investments in debt securities issued by banks and other financial institutions that are redeemable at the issuer’s option, which have no contractual maturity date. As of December 31, 2022, RMB5,126.3 million available-for-sale debt investments were held by the Company. Available-for-sale debt investments as of December 31, 2022 are shown as below:

    

As of December 31, 2022

Cost or 

Gross

Gross

Amortized

 unrealized

 unrealized

Fair

 cost

 gains

 losses

 value

RMB

    

RMB

    

RMB

    

RMB

(in thousands)

Available-for-sale debt investments

5,466,446

(340,157)

5,126,289

The proceeds received at bank redemption date of available-for-sale debt investments is RMB3,060.5 million.

The following table summarizes the Group’s gross unrealized losses and fair values for available-for-sale debt investments in an unrealized loss position as of December 31, 2022:

    

12 Months or Greater

Fair

    

Unrealized

Value

Losses

RMB

RMB

(in thousands)

Additional Tier1 Bonds

 

5,126,289

(340,157)

Estimated allowances for credit losses of available-for sales are determined by considering reasonable and supportable forecasts of future economic conditions in addition to information about past events and current conditions. Based on this evaluation, no allowance for credit losses on debt securities was recorded as of December 31, 2022.

The following table summarizes the estimated fair value of available-for-sale debt investments with stated contractual dates, classified by the contractual maturity date of the investments:

As of December 31,

2021

2022

    

RMB

    

RMB

(in thousands)

Due in 1 year through 5 years

7,813,655

5,126,289

Total

7,813,655

5,126,289