Share Based Compensation | 23 Share based compensation (a) Share-based compensation plans of the Company The Group has adopted three share-based compensation plans, namely, the 2014 Share Incentive Plan, the 2017 Restricted Share Scheme and the 2017 Option Plan. (i) 2014 Share Incentive Plan 2014 Share Incentive Plan was approved by the then board of directors of the Company in October 2014 prior to the Reverse Acquisition. According to the 2014 Share Incentive Plan, 96,704,847 ordinary shares have been reserved to be issued to any qualified employees, directors, non-employee Some granted options follow the first category vesting schedule, one-fourth one-eighth one-fourth one-sixteenth The option holders may elect at any time to exercise any part or all of the vested options before the expiry date. Number of Weighted- average exercise price Weighted- average grant date fair value Outstanding as at January 1, 2018 53,498,273 0.21 2.09 Anti-dilution adjustments 4,731,938 — — Forfeited (1,494,002 ) 0.24 2.05 Outstanding as at December 31, 2018 56,736,209 0.19 1.94 Vested and expected to vest as at December 31, 2018 55,921,341 0.19 1.94 Exercisable as at December 31, 2018 50,155,161 0.18 1.94 Non vested as at December 31, 2018 6,581,048 0.25 1.91 Outstanding as at January 1, 2019 56,736,209 0.19 1.94 Exercised (42,091,694 ) 0.18 1.97 Forfeited (747,211 ) 0.20 2.04 Outstanding as at December 31, 2019 13,897,304 0.23 1.92 Vested and expected to vest as at December 31, 2019 13,670,469 0.23 1.92 Exercisable as at December 31, 2019 12,007,012 0.23 1.91 Non vested as at December 31, 2019 1,890,292 0.24 1.92 Outstanding as at January 1, 2020 13,897,304 0.23 1.92 Exercised (7,866,422 ) 0.23 1.91 Forfeited (46,982 ) 0.27 1.91 Outstanding as at December 31, 2020 5,983,900 0.23 1.93 Vested and expected to vest as at December 31, 2020 5,983,900 0.23 1.93 Exercisable as at December 31, 2020 5,983,900 0.23 1.93 Non vested as at December 31, 2020 — — — The weighted average price of the shares at the time these options were exercised was US$7.46 per share (equivalent to approximately RMB48.68) and US$6.76 per share (equivalent to approximately RMB44.11) during the year s Share options outstanding at the end of the year have the following expiry date and exercise prices: Grant Date Expiry date Exercise price Share options December 31, 2019 Share options December 31, 2020 March 1, 2015 February 28, 2025 US$ 0.000076 339,001 278,801 March 1, 2015 February 28, 2025 US$ 0.27 394,470 50,000 March 1, 2015 February 28, 2025 US$ 0.000076 1,407,820 460,220 March 1, 2015 February 28, 2025 US$ 0.27 1,409,162 417,410 March 30, 2015 March 29, 2025 US$ 0.27 1,953,472 700,882 July 1, 2015 June 30, 2025 US$ 0.27 — — October 1, 2015 September 30, 2025 US$ 0.27 245,826 125,100 December 31, 2015 December 30, 2025 US$ 0.27 1,529,224 599,658 December 31, 2015 December 30, 2025 US$ 0.000076 90,302 — March 1, 2016 February 28, 2026 US$ 0.27 255,377 107,889 March 31, 2016 March 30, 2026 US$ 0.27 156,498 98,938 June 1, 2016 May 30, 2026 US$ 0.27 — — June 30, 2016 June 29, 2026 US$ 0.000076 163,272 81,638 June 30, 2016 June 29, 2026 US$ 0.27 5,952,880 3,063,364 Total 13,897,304 5,983,900 Weighted average remaining contractual life of options outstanding at end of period: 5.87 5.01 (ii) 2017 Restricted Share Scheme and 2017 Option Plan Followed the completion of the Reverse Acquisition, the Company has reserved certain ordinary shares to be issued to any qualified employees of Tencent Music Business transferred to the Group. Pursuant to the RSUs agreements under 2017 Restricted Share Scheme, subject to grantee’s continued services to the Group through the applicable vesting date, some RSUs follow the first category of vesting schedule, one-fourth one-fourth Movements in the number of RSUs for the years ended December 31, 2018, 2019 and 2020 are as follows: Number of awarded shares Year ended December 31, 2018 2019 2020 Outstanding as at January 1 8,141,664 13,724,100 26,659,516 Anti-dilution adjustments 719,968 — — Granted 5,335,010 19,567,514 24,156,236 Vested — (5,700,520 ) (7,732,794 ) Forfeited (472,542 ) (931,578 ) (2,071,596 ) Outstanding as at December 31 13,724,100 26,659,516 41,011,362 Expected to vest as at December 31 10,318,030 24,377,060 37,672,420 The fair value of the restricted shares was calculated based on the fair value of ordinary shares of the Company. The weighted average fair value of restricted shares granted during the years ended December 31, 2018, 2019 and 2020 was US$6.12 per share (equivalent to approximately RMB39.93 per share), US$7.07 per share (equivalent to approximately RMB46.13 per share) and US$6.68 per share (equivalent to approximately RMB43.59 per share) respectively. Share options granted are generally subject to a four batches vesting schedule as determined by the board of directors of the grant. One-fourth one-fourth Number of Weighted- average exercise price Weighted- average grant date fair value Non vested as at December 31, 2017 26,961,386 1.89 2.17 Outstanding as at January 1, 2018 26,961,386 1.89 2.17 Anti-dilution adjustments 2,384,714 — — Granted 7,777,224 6.76 3.27 Forfeited (1,037,021 ) 1.35 1.85 Outstanding as at December 31, 2018 36,086,303 2.75 2.24 Vested and expected to vest as at December 31, 2018 28,604,121 2.58 2.38 Exercisable as at December 31, 2018 7,252,971 1.76 1.75 Non vested as at December 31, 2018 28,833,332 3.00 2.47 Outstanding as at January 1, 2019 36,086,303 2.75 2.24 Granted 1,993,780 7.05 3.00 Exercised (9,696,202 ) 1.78 1.95 Forfeited (1,743,373 ) 2.67 2.33 Outstanding as at December 31, 2019 26,640,508 3.43 2.39 Vested and expected to vest as at December 31, 2019 25,329,481 3.44 2.38 Exercisable as at December 31, 2019 6,065,968 2.45 2.04 Non vested as at December 31, 2019 20,574,540 3.71 2.50 Outstanding as at January 1, 2020 26,640,508 3.43 2.39 Granted 4,992,390 6.44 2.70 Exercised (10,026,018 ) 2.64 1.92 Forfeited (455,694 ) 6.27 3.01 Outstanding as at December 31, 2020 21,151,186 4.45 2.68 Vested and expected to vest as at December 31, 2020 20,097,190 4.44 2.68 Exercisable as at December 31, 2020 4,762,058 3.05 2.74 Non vested as at December 31, 2020 16,389,128 4.86 2.66 The weighted average price of the shares at the time these options were exercised was US$6.79 per share (equivalent to approximately RMB44.30) and US$7.66 per share (equivalent to approximately RMB49.98) during the year s The fair value of share options were valued using the Binomial option-pricing model. Assumptions used in the Binomial option-pricing model are presented below: Granted in 2018 2019 2020 Risk free interest rate 2.97%-3.21% 2.08% 0.71%-0.91% Expected dividend yield 0% 0% 0% Expected volatility 50%-60% 40% 40%-42.5% Exercise multiples 2.8 2.2-2.8 2.2-2.8 Contractual life 10 years 10 years 10 years Share options outstanding at the end of the year have the following expiry date and exercise prices: Share options as at December 31, Grant Date Expiry date Exercise price 2019 2020 June 16, 2017 June 15, 2027 US$ 2.32 7,889,968 2,738,756 August 31, 2017 August 30, 2027 US$ 0.27 4,513,508 2,748,802 December 20, 2017 December 19, 2027 US$ 2.32 5,551,752 3,973,756 April 16, 2018 April 15, 2028 US$ 4.04 975,000 650,000 October 17, 2018 October 16, 2028 US$ 7.14 5,716,500 4,667,500 June 14, 2019 June 13, 2029 US$ 7.05 1,993,780 1,637,002 June 12, 2020 June 12, 2030 US$ 6.20 — 4,285,570 August 15, 2020 August 15, 2030 US$ 7.56 — 208,790 October 15, 2020 October 15, 2030 US$ 7.17 — 71,930 December 15, 2020 December 15, 2030 US$ 9.53 — 169,080 Total 26,640,508 21,151,186 Weighted average remaining contractual life of options outstanding at end of year: 8.07 7.74 (b) Share-based compensation plans of Tencent Tencent operates a number of share-based compensation plans (including share option scheme and share award scheme) and granted certain share options and shares awards to the employees of the Group prior to the Merger in July 2016. No new grant to the employees of the Group by Tencent during the years ended December 31, 2018, 2019 and 2020. Share options granted are generally subject to a four-year or five-year vesting schedule as determined by the board of directors of Tencent. Under the four-year vesting schedule, share options in general vest one-fourth one-fourth one-fifth one-fifth RSUs are subject to a three-year or four-year vesting schedule, and each year after the grant date, one-third one-fourth Number of Average Weighted- Outstanding as at January 1, 2018 85,335 208.93 64.43 Exercised (10,235 ) 150.16 47.30 Outstanding as at December 31, 2018 75,100 216.94 66.76 Vested and expected to vest as at December 31, 2018 63,462 214.53 66.11 Exercisable as at December 31, 2018 24,212 207.49 64.21 Non vested as at December 31, 2018 50,888 221.43 67.97 Outstanding as at January 1, 2019 75,100 216.94 66.76 Exercised (10,000 ) 174.86 55.42 Outstanding as at December 31, 2019 65,100 223.40 68.50 Vested and expected to vest as at December 31, 2019 63,626 223.28 68.47 Exercisable as at December 31, 2019 35,605 219.24 67.38 Non vested as at December 31, 2019 29,495 228.43 69.86 Outstanding as at January 1, 2020 65,100 223.40 68.50 Exercised (18,060 ) 215.84 66.46 Outstanding as at December 31, 2020 47,040 226.30 69.29 Vested and expected to vest as at December 31, 2020 46,635 225.90 69.18 Exercisable as at December 31, 2020 38,937 216.72 66.70 Non vested as at December 31, 2020 8,103 272.36 81.70 The weighted average price of the shares at the time these options were exercised was HK$322.79 (equivalent to approximately RMB271.65), HK$330.2 (equivalent to approximately RMB277.89), and HK$529.38 per share (equivalent to approximately RMB445.51), during the year s The fair values of employee stock options were valued using the Binomial option-pricing model. Share options outstanding at the end of the year have the following expiry date and exercise prices: Share options as at December 31, Grant Date Expiry date Exercise price 2019 2020 July 6, 2016 July 5, 2023 HK$ 174.86 32,690 22,220 July 10, 2017 July 9, 2024 HK$ 272.36 32,410 24,820 Total 65,100 47,040 Movements in the number of awarded shares for the years ended December 31, 2018, 2019 and 2020 are as follows: Number of awarded shares Year ended December 31, 2018 2019 2020 Outstanding as at January 1 430,418 187,948 54,575 Forfeited (4,718 ) (9,037 ) (6,497 ) Vested and transferred (237,752 ) (124,336 ) (45,763 ) Outstanding as at December 31 187,948 54,575 2,315 Expected to vest as at December 31 166,321 48,977 2,199 The fair value of the awarded shares was calculated based on the market price of the Tencent’s shares at the respective grant date. The expected dividends during the vesting period have been taken into account when assessing the fair value of these awarded shares. The outstanding awarded shares as at December 31, 2020 were divided into two to five tranches on an equal basis as at their grant dates. The first tranche can be exercised immediately or after a specified period ranging from four months to four years from the grant date, and the remaining tranches will become exercisable in each subsequent year. The optionee may elect at any time while remains an employee, to exercise any part or all of the vested options before the expiry date. (c) Expected retention rate of grantees The Group has to estimate the expected yearly percentage of grantees that will stay within the Group at the end of vesting periods of the options and awarded shares (the “Expected Retention Rate”) in order to determine the amount of share-based compensation expenses charged to the consolidated income statement. As at December 31, 2019 and 2020, the Expected Retention Rate of the Group was assessed to be 88%-95%. |