Share Based Compensation | 24 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 Merger. According to the 2014 Share Incentive Plan, ordinary shares have been reserved to be issued to any qualified employees, directors, non-employee directors, and consultants as determined by the board of directors of the Company. The options will be exercisable only if option holder continues employment or provides services through each vesting date. The maximum term of any issued stock option is ten years from the grant date. Some granted options follow the first category vesting schedule, one-fourth one-eighth one-fourth anniversary of the grant date and one-sixteenth all options shall vest upon the first anniversary of the grant date, and in the event of the Company’s completion of an IPO. 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 options (US$) (US$) 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 — — — Outstanding as at January 1, 2021 5,983,900 0.23 1.93 Exercised (2,992,122 ) 0.24 1.92 Forfeited — — — Outstanding as at December 31, 2021 2,991,778 0.22 1.94 Vested and expected to vest as at December 31, 2021 2,991,778 0.22 1.94 Exercisable as at December 31, 2021 2,991,778 0.22 1.94 Non vested as at December 31, 2021 — — — The weighted average price of the shares at the time these options were exercised was US$7.46 per share (equivalent to approximately RMB47.54), US$6.76 per share (equivalent to approximately RMB43.08) and US$9.90 per share (equivalent to approximately RMB63.07) during the years ended December 31, 2019, 2020 and 2021 . Share options outstanding at the end of the year have the following expiry date and exercise prices: Grant Date Expiry date Exercise price Share options December 31, 2020 Share options December 31, 2021 March 1, 2015 February 28, 2025 US$ 0.000076 278,801 192,800 March 1, 2015 February 28, 2025 US$ 0.27 50,000 — March 1, 2015 February 28, 2025 US$ 0.000076 460,220 292,744 March 1, 2015 February 28, 2025 US$ 0.27 417,410 179,020 March 30, 2015 March 29, 2025 US$ 0.27 700,882 403,284 October 1, 2015 September 30, 2025 US$ 0.27 125,100 63,760 December 31, 2015 December 30, 2025 US$ 0.27 599,658 196,016 March 1, 2016 February 28, 2026 US$ 0.27 107,889 50,746 March 31, 2016 March 30, 2026 US$ 0.27 98,938 72,634 June 30, 2016 June 29, 2026 US$ 0.000076 81,638 — June 30, 2016 June 29, 2026 US$ 0.27 3,063,364 1,540,774 Total 5,983,900 2,991,778 Weighted average remaining contractual life of options outstanding at end of period: 5.01 3.97 (ii) 2017 Restricted Share Scheme and 2017 Option Plan Followed the completion of the Merger, 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 the one-fourth one-fourth Movements in the number of RSUs for the years ended December 31, 2019, 2020 and 2021 are as follows: Number of awarded shares Year ended December 31, 2019 2020 2021 Outstanding as at January 1 13,724,100 26,659,516 41,011,362 Granted 19,567,514 24,156,236 19,136,384 Vested (5,700,520 ) (7,732,794 ) (13,096,270 ) Forfeited (931,578 ) (2,071,596 ) (3,323,378 ) Outstanding as at December 31 26,659,516 41,011,362 43,728,098 Expected to vest as at December 31 24,377,060 37,672,420 39,425,569 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, 2019, 2020 and 2021 was US$7.07 per share (equivalent to approximately RMB45.05 per share), US$6.68 per share (equivalent to approximately RMB42.57 per share) and US$5.82 per share (equivalent to approximately RMB37.06 per share), respectively. Share options granted are generally subject to a four batches vesting schedule as determined by the board of directors upon One-fourth one-fourth Number of Weighted- average exercise price Weighted- average grant date fair value 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 Outstanding as at January 1, 2021 21,151,186 4.45 2.68 Granted 8,543,982 5.54 2.81 Exercised (4,360,740 ) 1.92 2.26 Forfeited (541,488 ) 5.70 2.90 Outstanding as at December 31, 2021 24,792,940 5.24 2.79 Vested and expected to vest as at December 31, 2021 23,552,634 5.21 2.79 Exercisable as at December 31, 2021 9,580,612 4.00 2.64 Non vested as at December 31, 2021 15,212,328 6.03 2.88 The weighted average price of the shares at the time these options were exercised was US$6.79 per share (equivalent to approximately RMB43.27), US$7.66 per share (equivalent to approximately RMB48.81) and US$9.52 per share (equivalent to approximately RMB60.68) during the years ended December 31, 2019, 2020 and 2021, respectively. The fair value of share options were valued using the Binomial option-pricing model. Assumptions used in the Binomial option-pricing model are presented below: Granted in 2019 2020 2021 Risk free interest rate 2.08% 0.71%-0.91% 1.22%-1.63% Expected dividend yield 0% 0% 0% Expected volatility 40% 40%-42.5% 43.5%-50% Exercise multiples 2.2-2.8 2.2-2.8 2.2-2.8 Contractual life 10 years 10 years 10 years Share options outstanding at the end of the year have the following expiry date and exercise prices: Share options as at December 31, Grant Date Expiry date Exercise price 2020 2021 June 16, 2017 June 15, 2027 US$ 2.32 2,738,756 1,433,720 August 31, 2017 August 30, 2027 US$ 0.27 2,748,802 1,271,442 December 20, 2017 December 19, 2027 US$ 2.32 3,973,756 2,836,672 April 16, 2018 April 15, 2028 US$ 4.04 650,000 325,000 October 17, 2018 October 16, 2028 US$ 7.14 4,667,500 4,460,000 June 14, 2019 June 13, 2029 US$ 7.05 1,637,002 1,621,618 June 12, 2020 June 11, 2030 US$ 6.20 4,285,570 4,093,832 August 15, 2020 August 14, 2030 US$ 7.56 208,790 208,790 October 15, 2020 October 14, 2030 US$ 7.17 71,930 71,930 December 15, 2020 December 14, 2030 US$ 9.53 169,080 169,080 May 15, 2021 May 14, 2031 US$ 7.61 — 1,262,240 July 15, 2021 July 14, 2031 US$ 6.37 — 148,130 July 30, 2021 July 29, 2031 US$ 5.29 — 6,327,742 September 15, 2021 September 14, 2031 US$ 4.24 — 254,952 December 15, 2021 December 14, 2031 US$ 3.32 — 307,792 Total 21,151,186 24,792,940 Weighted average remaining contractual life of options outstanding at end of year: 7.74 7.84 (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 or any employees of Tencent Group transferred to the Group. No new grant to the employees of the Group by Tencent during the years ended December 31, 2019, 2020 and 2021. 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 (1/4) upon the first anniversary of the grant date, and 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 For the share options of Tecent relevant to the Group, as at December 31, 2021, the average exercise price was HK$209.78 (December 31, a was HK$64.83 (December 31, 2020: HK$69.29). The fair values of employee stock options were valued using the Binomial option-pricing model. For the awarded shares , as at December 31, 2021 , the fair value of the awarded shares was calculated based on the market price of the Tencent’s shares at the respective grant 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 the 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, 2020 and 2021, the Expected Retention Rate of the Group was assessed to be 87%-95%. |