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 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 provide 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 (1/4) of which shall vest and become exercisable upon the first anniversary of the date of grant and one-eighth (1/8) of which shall vest and become exercisable on each half of a year anniversary thereafter. Some granted options follow the second category vesting schedule, one-fourth (1/4) of which shall vest upon the first anniversary of the grant date and one-sixteenth (1/16) of which shall vest on each three months thereafter. Under the second category vesting schedule, in the event of the Company’s completion of an IPO or termination of the option holder’s employment agreement by the Company without cause, the vesting schedule shall be accelerated by a one year period (which means that the whole vesting schedule shall be shortened from four years to three years). For the third category vesting schedule, all options shall vest upon the first anniversary of the grant date, and in the event of the Company’s completion of an IPO. 2 3 Share based compensation (Continued) (a) Share-based compensation plans of the Company (Continued) (i) 2014 Share Incentive Plan (Continued) 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, 2017 96,704,847 0.25 2.05 Exercised (39,262,654 ) 0.30 1.98 Forfeited (3,943,920 ) 0.24 2.08 Outstanding as at December 31, 2017 53,498,273 0.21 2.09 Vested and expected to vest as at December 31, 2017 49,573,551 0.21 2.09 Exercisable as at December 31, 2017 33,196,944 0.18 2.11 Non vested as at December 31, 2017 20,301,329 0.26 2.06 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 The weighted average price of the shares at the time these options were exercised was US$3.66 (equivalent to approximately RMB25.48) and US$7.46 per share (equivalent to approximately RMB51.94), during the year ended December 31, 2017 and 2019 (December 31, 2018: Nil). 23 Share based compensation (Continued) (a) Share-based compensation plans of the Company (Continued) (i) 2014 Share Incentive Plan (Continued) 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, 2018 Share options December 31, 2019 March 1, 2015 February 28, 2025 US$0.000076 2,348,099 339,001 March 1, 2015 February 28, 2025 US$0.27 2,714,940 394,470 March 1, 2015 February 28, 2025 US$0.000076 12,945,345 1,407,820 March 1, 2015 February 28, 2025 US$0.27 10,776,631 1,409,162 March 30, 2015 March 29, 2025 US$0.27 3,748,650 1,953,472 July 1, 2015 June 30, 2025 US$0.27 75,100 - October 1, 2015 September 30, 2025 US$0.27 791,880 245,826 December 31, 2015 December 30, 2025 US$0.27 3,036,686 1,529,224 December 31, 2015 December 30, 2025 US$0.000076 230,750 90,302 March 1, 2016 February 28, 2026 US$0.27 746,643 255,377 March 31, 2016 March 30, 2026 US$0.27 370,040 156,498 June 1, 2016 May 30, 2026 US$0.27 7,098,340 - June 30, 2016 June 29, 2026 US$0.000076 653,070 163,272 June 30, 2016 June 29, 2026 US$0.27 11,200,035 5,952,880 Total 56,736,209 13,897,304 Weighted average remaining contractual life of options outstanding at end of period: 6.23 5.87 (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 restricted shares agreements under 2017 Restricted Share Scheme, subject to grantee's continued services to the Group through the applicable vesting date, some restricted shares follow the first category of vesting schedule, one-fourth (l/4) of which shall vest eighteen months after grant date, and one-fourth (1/4) every year after. Other granted restricted shares shall follow the second vesting schedule, half (1/2) shall vest six months after grant date, and the other half shall vest six months thereafter. Share options granted are generally subject to a four batches vesting schedule as determined by the board of directors of the grant. One-fourth (1/4) of which shall vest nine months or eighteen months after grant date, respectively, as provided in the grant agreement, and one-fourth (1/4) of which vest upon every year thereafter. The vested options shall become exercisable in the event of the Company’s completion of an IPO. 2 3 Share based compensation (Continued) (a) Share-based compensation plans of the Company (Continued) (ii) 2017 Restricted Share Scheme and 2017 Option Plan (Continued) Movements in the number of RSUs for the years ended December 31, 2017, 2018 and 2019 are as follows: Number of awarded shares Year ended December 31, 2017 2018 2019 Outstanding as at January 1 7,172,472 8,141,664 13,724,100 Anti-dilution adjustments - 719,968 - Granted 1,234,514 5,335,010 19,567,514 Vested - - (5,700,520 ) Forfeited (265,322 ) (472,542 ) (931,578 ) Outstanding as at December 31 8,141,664 13,724,100 26,659,516 Expected to vest as at December 31 5,797,563 10,318,030 24,377,060 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, 2017, 2018 and 2019 was US$3.26 per share (equivalent to approximately RMB22.70 per share), US$6.12 per share (equivalent to approximately RMB42.61 per share) and US$7.07 per share (equivalent to approximately RMB49.22 per share), respectively. Number of Weighted- average exercise price Weighted- average grant date fair value options (US$) (US$) Outstanding as at January 1, 2017 12,034,480 2.53 1.03 Granted 15,315,256 1.35 3.10 Forfeited (388,350 ) 0.29 3.39 Outstanding as at December 31, 2017 26,961,386 1.89 2.17 Vested and expected to vest as at December 31, 2017 18,362,420 1.87 2.18 Exercisable as at December 31, 2017 - - - 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 23 Share based compensation (Continued) (a) Share-based compensation plans of the Company (Continued) (ii) 2017 Restricted Share Scheme and 2017 Option Plan (Continued) The weighted average price of the shares at the time these options were exercised was US$6.79 per share (equivalent to approximately RMB47.27) during the year ended December 31, 2019 (December 31, 2017 and 2018: Nil). 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 2017 2018 2019 Risk free interest rate 2.1-2.5 % 2.97%-3.21 % 2.08 % Expected dividend yield 0 % 0 % 0 % Expected volatility 55%-60 % 50%-60 % 40 % Exercise multiples 2.2-2.8 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 2018 2019 June 16, 2017 June 15, 2027 US$2.32 13,098,930 7,889,968 August 31, 2017 August 30,2027 US$0.27 7,768,593 4,513,508 December 20, 2017 December 19, 2027 US$2.32 7,902,280 5,551,752 April 16, 2018 April 15, 2028 US$4.04 1,300,000 975,000 October 17, 2018 October 16, 2028 US$7.14 6,016,500 5,716,500 June 14, 2019 June 13, 2029 US$7.05 - 1,993,780 Total 36,086,303 26,640,508 Weighted average remaining contractual life of options outstanding at end of year: 8.62 8.07 (b) Share-based compensation plans of Tencent Tencent operates a number of share-based compensation plans (including share option scheme and share award scheme) covering certain employees of the Group. Share options granted are generally subject to a four-year or five-year vesting schedule as determined by the board of directors of Tencent. Under the four-year vesting schedule, share options in general vest one-fourth (1/4) upon the first anniversary of the grant date, and one-fourth (1/4) every year after. Under the five-year vesting schedule, depending on the nature and purpose of the grant, share options in general vest one-fifth (1/5) upon the first or second anniversary of the grant date, respectively, as provided in the grant agreement, and one-fifth (1/5) every year after. 23 Share based compensation (Continued) (b) Share-based compensation plans of Tencent (Continued) RSUs are subject to a three-year or four-year vesting schedule, and each year after the grant date, one-third (1/3) or one-fourth (1/4) shall vest accordingly. No outstanding share options or RSUs will be exercisable or subject to vesting after the expiry of a maximum of seven years from the date of grant. Movements in the number of share options of Tencent relevant to the Group outstanding is as follows: Weighted- Average average grant Number of exercise price date fair value shares (HK$) (HK$) Outstanding as at January 1, 2017 85,660 129.88 53.63 Granted 32,410 272.36 81.70 Exercised (32,735 ) 64.88 53.28 Outstanding as at December 31, 2017 85,335 208.93 64.43 Vested and expected to vest as at December 31, 2017 57,795 208.52 64.25 Exercisable as at December 31, 2017 8,055 174.86 55.42 Non vested as at December 31, 2017 77,280 212.48 65.37 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 The weighted average price of the shares at the time these options were exercised was HK$289.79 per share (equivalent to approximately RMB259.00), HK$322.79 (equivalent to approximately RMB288.49) and HK$330.2 (equivalent to approximately RMB295.12) during the year ended December 31, 2017, 2018 and 2019. The fair values of employee stock options were valued using the Binomial option-pricing model. Assumptions used in the Binomial option-pricing model are presented below: Granted in 2017 Risk free interest rate 1.39 % Expected dividend yield 0.33 % Expected volatility range 30 % Exercise multiples 7 Contractual life 7 years 23 Share based compensation (Continued) (b) Share-based compensation plans of Tencent (Continued) 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 2018 2019 July 10, 2014 July 9, 2021 HK$124.30 - - July 6, 2016 July 5, 2023 HK$174.86 42,690 32,690 July 10, 2017 July 9, 2024 HK$272.36 32,410 32,410 Total 75,100 65,100 Movements in the number of awarded shares for the years ended December 31, 2017, 2018 and 2019 are as follows: Number of awarded shares Year ended December 31, 2017 2018 2019 Outstanding as at January 1 731,814 430,418 187,948 Granted 24,503 - - Forfeited (9,013 ) (4,718 ) (9,037 ) Vested and transferred (316,886 ) (237,752 ) (124,336 ) Outstanding as at December 31 430,418 187,948 54,575 Expected to vest as at December 31 361,943 166,321 48,977 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, 2019 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, 2018 and 2019, the Expected Retention Rate of the Group was assessed to be 88%-95%. |