SHARE-BASED PAYMENT | 15. SHARE-BASED PAYMENT On March 28, 2011, the shareholders and board of directors of the Company approved the 2011 Share Incentive Plan (the “Plan”). The Plan provides for the grant of options, restricted shares and other share-based awards. These options were granted with exercise prices denominated in US$, which is the functional currency of the Company. The board of directors has authorized under the Plan the issuance of up to 12% of the Company’s issued and outstanding ordinary shares from time to time, on an as-exercised and fully diluted basis, upon exercise of awards granted under the Plan. The maximum term of any issued share option is ten years from the grant date. On April 8, 2011, the Company granted 13,864,000 share options to a director and employees with an exercise price of US$0.40 per share. For these awards, 5,506,600 options were vested upon the first anniversary of the grant date, 5,225,800 options were vested upon the second anniversary of the grant date, 1,565,800 options were vested upon the third anniversary of the grant date, and 1,565,800 options were vested upon the fourth anniversary of the grant date. On April 8, 2011, the Company granted 5,003,980 and 12,600,000 share options to another director and a consultant with an exercise price of US$0.40 per share, and all were vested on the grant date. On October 22, 2013, the Company granted 2,660,000 share options to employees with an exercise price of US$0.40 per share. For these awards, 600,000 options were vested on 180 days after the grant date, 1,620,000 options were vested upon the first anniversary of the grant date, 220,000 options were vested upon the second anniversary of the grant date, and 220,000 options were vested upon the third anniversary of the grant date. On June 19, 2014, the Company granted 2,000,000 options to directors and 32,561,800 options to employees, with an exercise price of US$3.232 per share (US$32.32 per ADS). For awards to directors, 666,690 options were vested on November 22, 2014, 666,690 options were vested on November 22, 2015, and 666,620 options were vested on November 22, 2016. For awards to employees, 5,437,820 options were vested upon the first anniversary of the grant date, 10,843,080 options were vested upon the second anniversary of the grant date. On June 19, 2017, the last vest date of the remaining unexercised options was extended by our board of directors from June 19, 2017 to June 19, 2018. On June 19, 2018, the last vest date of the remaining unexercised options was extended by our board of directors from June 19, 2018 to June 19, 2019. On November 22, 2018, the last vest date of the remaining unexercised options was extended by our board of directors from November 22, 2018 to November 22, 2019. On June 29, 2015, the Company granted 200,000 share options to a director with an exercise price of US$2.55 per share. For these awards, 66,670 options were vested upon the first anniversary of the grant date, 66,670 options were vested upon the second anniversary of the grant date, and 66,660 options were vested upon the third anniversary of the grant date. On June 29, 2018, the last vest date of the remaining unexercised options was extended by our board of directors from June 29, 2018 to June 29, 2019. On January 5, 2016, the Company granted 2,500,000 share options to employees with an exercise price of US$2.00 per share. For these awards, 750,000 options were vested on June 19, 2016, 750,000 options were vested on December 15, 2016, and 1,000,000 On January 6, 2016, the Company granted 600,000 share options to a director with an exercise price of US$1.851 per share, which were vested on November 21, 2016. On November 22, 2018, the last vest date of the remaining unexercised options was extended by our board of directors from November 22, 2018 to November 22, 2019. On January 16, 2016, the Company granted 15,900,000 share options to employees with an exercise price of US$1.743 per share, among which, 10,000,000 share options were gave up by employees after the grant, for the remaining awards, 985,300 options were vested on January 16, 2017, 1,964,700 options were vested on January 16, 2018, and 2,950,000 options were vested on January 16, 2019. All of the vested options were gave up by employees in January, 2019. On December 16, 2016, the Company granted 600,000 share options to directors with an exercise price of US$1.35 per share, which were vested on November 21, 2017. On August 15, 2017, the Company granted 12,230,280 restricted share units ("RSUs") to employees. For these rewards, the first 4,035,994 options were vested on March 1, 2018, the second 4,035,994 options were vested on December 31, 2018, and the third 4,158,292 options will be vested on December 1, 2019. On April 30, 2018, the vest dates of the second and third options were changed by our board of directors from December 31, 2018 to June 1, 2018 and from December 1, 2019 to June 1, 2019, respectively. On November 22, 2017, the Company granted 350,000 RSUs to directors, which were vested on November 21, 2018. On June 28, 2018, the Company granted 5,000,000 RSUs to employees. For these rewards, 2,000,000 options were vested on September 1, 2018, and 3,000,000 options were vested on March 1, 2019. A summary of share option and restricted shares activity and related information for the year ended December 31, 2018 are as follows: Share options granted to employees and directors Number of options Weighted average exercise price Weighted average grant date fair value per share Weighted average remaining contractual year Aggregated intrinsic value US$ US$ (Years) US$’000 Outstanding, January 1, 2018 41,987,560 1.04 1.18 1.59 3,986 Granted - - - - - Forfeited - - - Exercised (6,513,460 ) 0.92 1.28 Outstanding, December 31, 2018 35,474,100 1.07 1.17 0.94 2,078 Vested and expected to vest at December 31, 2018 35,248,669 1.07 1.17 0.87 1,953 Exercisable at December 31, 2018 32,524,100 1.00 1.19 0.84 2,078 Restricted shares granted to employees and directors Number of options Weighted average grant date fair value per share Weighted average remaining contractual year Aggregated intrinsic value US$ (Years) US$’000 Outstanding, January 1, 2018 12,580,280 0.96 9.63 12,719 Granted 5,000,000 1.41 9.49 3,790 Forfeited - - Exercised (10,503,520 ) 1.05 Outstanding, December 31, 2018 7,076,760 1.15 8.99 5,364 Vested and expected to vest at December 31, 2018 7,076,760 1.15 8.99 5,364 Exercisable at December 31, 2018 - The aggregate intrinsic value in the table above represents the difference between the fair value of Company’s common share as of December 31, 2018 and the exercise price. Total intrinsic value of options granted to employees and directors exercised for the years ended December 31, 2016, 2017 and 2018 were RMB11,051, RMB479 and RMB2,284 (US$332), respectively. No share options granted to the consultants were exercised during the years ended December 31, 2018. Total intrinsic value of restricted shares granted to employees and directors exercised for the year ended December 31, 2018 was RMB7,962(US$1,158). On June 8, 2012 (the “First Modification Date”), the Company modified the exercise price of both vested and unvested 13,740,000 options that were previously granted to 88 employees, from US$0.4 to US$0.2. The modification was intended to provide additional incentives for these employees. In accordance with ASC 718, the effects of a modification resulted in incremental compensation cost of US$670, which was measured as the excess of the fair value of the modified award of US$3,460 over the fair value of the original award of US$2,790 at the First Modification Date. The total compensation cost measured at the First Modification Date was US$2,214, representing the portion of the grant-date fair value of the original award for which the requisite service is expected to be rendered (or has already been rendered) at the First Modification Date of US$1,544 and the incremental compensation cost resulting from the modification of US$ 670 The incremental compensation cost of US$178 for vested options was recognized immediately at the First Modification Date, while the compensation cost of US$2,036 for unvested options is being amortized on an accelerated basis over the remaining vesting term of the original award. On March 19, 2015 (the “Second Modification Date”), the Company modified the exercise price of the share options granted on June 19, 2014 from US$3.232 (US$32.32 per ADS) to US$1.00 (US$10.00 per ADS) . The modification was intended to provide additional incentives for these employees. In accordance with ASC 718, the effects of a modification resulted in incremental compensation cost of US$11,197, which was measured as the excess of the fair value of the modified award of US$15,390 over the fair value of the original award of US$4,193 at the Second Modification Date. The total compensation cost measured at the Second Modification Date was US$39,829, representing the portion of the grant-date fair value of the original award for which the requisite service is expected to be rendered (or has already been rendered) at the Second Modification Date of US$28,632 and the incremental compensation cost resulting from the modification of US$ 11,197 The incremental compensation cost of US$213 for vested options was recognized immediately at the Second Modification Date, while the compensation cost of US$39,616 for unvested options is being amortized on an accelerated basis over the remaining vesting term of the original award. On June 19, 2017 (the “Third Modification Date”), the Company extended the maturity date of the remaining unexercised share options granted on June 19, 2014 from June 19, 2017 to June 19, 2018. The modification was intended to provide additional incentives for these employees. In accordance with ASC 718, the effects of a modification resulted in incremental compensation cost of US$55, which was measured as the one extending year of the fair value of the modified award of 2,828,620 shares. The incremental compensation cost of US$55 for unexercised options is being amortized on an accelerated basis over the extending term of the original award from June 19, 2017 to June 19, 2018. On June 19, 2018 (the “Fourth Modification Date”), the Company extended the maturity date of the remaining unexercised share options granted on June 19, 2014 from June 19, 2018 to June 19, 2019. The modification was intended to provide additional incentives for these employees. In accordance with ASC 718, the effects of a modification resulted in incremental compensation cost of US$4,764, which was measured as the one extending year of the fair value of the modified award of 7,594,240 shares. On May 1, 2018 (the “Fifth Modification Date”), the Company extended the maturity date of the remaining unexercised share options granted on June 19, 2014 from November 22, 2018 to November 22, 2019. The modification was intended to provide additional incentives for the directors. In accordance with ASC 718, the effects of a modification resulted in incremental compensation cost of US$ 32 On May 1, 2018 (the “Sixth Modification Date”), the Company extended the maturity date of the remaining unexercised share options granted on June 29, 2015 from June 29, 2018 to June 29, 2019. The modification was intended to provide additional incentives for the directors. In accordance with ASC 718, the effects of a modification resulted in incremental compensation cost of US$6, which was measured as the one extending year of the fair value of the modified award of 66,600 shares. On May 1, 2018 (the “Seventh Modification Date”), the Company extended the maturity date of the remaining unexercised share options granted on January 6, 2016 from November 22, 2018 to November 22, 2019. The modification was intended to provide additional incentives for the directors. In accordance with ASC 718, the effects of a modification resulted in incremental compensation cost of US$18, which was measured as the one extending year of the fair value of the modified award of 600,000 shares. As of December 31, 2018, there was RMB15,986 (US$2,325) of unvested share-based compensation costs related to equity awards granted to employees and directors that is expected to be recognized over a weighted-average vesting period of 0.47 years. To the extent the actual forfeiture rate is different from the original estimate, actual share-based compensation costs related to these awards may be different from the expectation. As of December 31, 2018, there was RMB13,490 (US$1,962) of unvested restricted share compensation costs related to equity awards granted to employees that is expected to be recognized over a weighted-average vesting period of 0.31 years. To the extent the actual forfeiture rate is different from the original estimate, actual restricted share compensation costs related to these awards may be different from the expectation. As the share options granted to the consultants were fully vested at the grant date, the related compensation expenses were fully recognized in the consolidated statement of comprehensive income (loss) at the grant date. The fair value of share options was determined using the binomial option valuation model, with the assistance from an independent third-party appraiser. The binomial model requires the input of highly subjective assumptions, including the expected share price volatility and the suboptimal early exercise factor. For expected volatilities, the Company has made reference to historical volatilities of several comparable companies. The sub-optimal early exercise factor was estimated based on the vesting and contractual terms of the awards and management’s expectation of exercise behavior of the grantees. The risk-free rate for periods within the contractual life of the options is based on market yield of U.S. Treasury Bond in effect at the time of grant. The assumptions used to estimate the fair value of the share options granted are as follows: For the years ended December 31 2016 2017 2018 Expected volatility 70.80%~77.52 % 54.83 % 54.27%~60.15 % Risk-free interest rate 1.13%~1.62 % 1.20 % 2.26%~2.62 % Dividend yield 0.00 % 0.00 % 0.00 % Forfeiture rate 0.00 % 0.00 % 0.00 % Suboptimal early exercise factor 2.2~2.8 2.2 2.2~2.8 The fair value of restricted shares was determined using the market price of the ordinary shares of the Company on the grant date. The total fair value of the vested equity share options granted to the employees and directors during the years ended December 31, 2016 was RMB127,333, there were no vested equity share options granted to the employees and directors during the years ended December 31, 2017 and 2018. The total fair value of the restricted shares granted to the employees and directors during the years ended December 31, 2016, 2017 and 2018 were nil, RMB78,902 and RMB48,575 (US$7,065), respectively. The exercise price of share options granted to the employees and directors equaled the market price of the ordinary shares on the grant date. No share options were granted during the year ended December 31, 2017 and 2018. The weighted-average grant-date fair value per share granted to employees and directors during the year ended December 31, 2016 was US$0.89. The Company granted restricted shares to employees and directors during the year ended December 31, 2017 and 2018 with free exercise price. The weighted-average grant-date fair value per restricted shares granted to employees and directors during the year ended December 31, 2017 and 2018 were US$0.96 and US$1.41, respectively. Total share-based compensation expenses relating to options and restricted shares granted to employees and directors for the years ended December 31, 2016, 2017 and 2018 are included in: For the year ended December 31, 2016 Employees Directors Total Total RMB RMB RMB US$ Cost of services 2,993 - 2,993 431 Sales and marketing 13,966 - 13,966 2,012 General and administrative 114,244 7,114 121,358 17,479 Service development expenses 25,024 - 25,024 3,604 156,227 7,114 163,341 23,526 For the year ended December 31, 2017 Employees Directors Total Total RMB RMB RMB US$ Cost of services 1,343 - 1,343 206 Sales and marketing 9,228 - 9,228 1,418 General and administrative 61,113 3,089 64,202 9,868 Service development expenses 16,370 - 16,370 2,516 88,054 3,089 91,143 14,008 For the year ended December 31, 2018 Employees Directors Total Total RMB RMB RMB US$ Cost of services 351 - 351 51 Sales and marketing 11,361 - 11,361 1,652 General and administrative 74,227 2,346 76,573 11,137 Service development expenses 20,343 - 20,343 2,959 106,282 2,346 108,628 15,799 |