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SHARE-BASED COMPENSATION
12 Months Ended
Dec. 31, 2022
SHARE-BASED COMPENSATION  
SHARE-BASED COMPENSATION

19. SHARE-BASED COMPENSATION

Compensation expenses recognized for share-based awards granted by the Company were as follows:

For the Year Ended December 31, 

2020

2021

2022

    

RMB

    

RMB

    

RMB

(in thousands)

Included in:

Cost of revenues

511,637

406,131

356,844

Sales and marketing expenses

77,574

110,446

121,396

General and administrative expenses

1,131,335

595,732

1,659,755

Research and development expenses

532,043

425,978

287,254

Total

 

2,252,589

1,538,287

2,425,249

Share‑based compensation related to share options (a)

 

2,252,589

1,504,025

970,551

Share‑based compensation related to restricted share units (b)

 

34,262

361,071

Share-based compensation related to restricted shares (c)

1,093,627

Total

 

2,252,589

1,538,287

2,425,249

There was no income tax benefit recognized in the consolidated statements of comprehensive income (loss) for share-based compensation expenses and the Group did not capitalize any of the share-based compensation expenses as part of the cost of any assets during the years ended December 31, 2020, 2021 and 2022.

(a)  Share-based compensations related to share options

2018 Share Option Plan

On August 20, 2018, the Company adopted the “Pre-IPO Share Option Scheme” (the “2018 Share Option Plan”), an equity-settled share-based compensation plan with the purpose of providing incentives and rewards to its employees, directors and consultants of the Group who have contributed or will contribute to the Group. The maximum number of shares that may be issued under the 2018 Share Option Plan shall be 350,225,435 Class A Ordinary Shares of the Company on December 28, 2018. Share options granted under 2018 Share Option Plan have a contractual term of ten years from the stated vesting commencement date, and are generally scheduled to be vested over continuous service period of one to five years.

Under the 2018 Share Option Plan, share options granted to employees of the Group are only exercisable upon the occurrence of an initial public offering of the Company.

For the year ended December 31, 2022, pursuant to 2018 Share Option Plan, the Company further granted 4,073,400 share options with exercise price of US $0.00002 per share which have a contractual term of ten years from the stated vesting commencement date, and are generally scheduled to be vested over one to five years of continuous service according to each option agreement.

19. SHARE-BASED COMPENSATION (CONTINUED)

The following table summarizes activities of the Company’s share options under 2018 Share Option Plan as converted to the number of ordinary shares of the Company:

Weighted

Weighted

average

Number of

average

remaining

Aggregate

options

exercise

contractual

intrinsic

    

outstanding

    

price

    

life

    

value

    

    

    

US$

    

In Years

    

US$ (in thousands)

Outstanding as of December 31, 2019

 

38,423,170

0.00002

8.12

144,869

Granted*

107,975,010

0.00002

Exercised

0.00002

Forfeited

(8,016,790)

0.00002

Outstanding as of December 31, 2020

 

138,381,390

0.00002

8.29

2,838,661

Outstanding as of December 31, 2020

 

138,381,390

0.00002

8.29

2,838,661

Granted

 

20,341,532

0.00002

Exercised

 

(57,076,970)

0.00002

Forfeited

 

(8,913,268)

0.00002

Outstanding as of December 31, 2021

 

92,732,684

0.00002

8.11

621,926

Outstanding as of December 31, 2021

 

92,732,684

0.00002

8.11

621,926

Granted

 

4,073,400

0.00002

Exercised

 

(24,383,373)

0.00002

Forfeited or Cancelled or Lapsed

 

(12,600,293)

0.00002

Outstanding as of December 31, 2022

 

59,822,418

0.00002

7.30

278,373

Vested and exercisable as of December 31, 2020

 

42,486,004

0.00002

8.29

871,529

Vested and exercisable as of December 31, 2021

 

10,816,028

0.00002

6.96

72,539

Vested and exercisable as of December 31, 2022

 

8,393,147

0.00002

6.56

39,056

*165,070 options were granted to non-employee consultants in the year ended December 31, 2020.

The weighted-average grant date fair value for options granted under the 2018 Beijing Lianjia Plan and 2018 Share Option Plan for the years ended December 31, 2020, 2021 and 2022 was US$6.63, US$15.65 and US$5.77, respectively, computed using the binomial option pricing model. During the years ended December 31, 2020, 2021 and 2022, the aggregate intrinsic value of share options exercised was nil, US$788 million and US$129 million, respectively. The total share-based compensation expenses recognized for share options during the years ended December 31, 2020, 2021 and 2022 was RMB2,252.6 million, RMB1,504.0 million and RMB970.6 million.

19. SHARE-BASED COMPENSATION (CONTINUED)

The fair value of each option granted under the Company’s Share Awards in 2018 Share Option Plan for the years ended December 31, 2020, 2021 and 2022 was estimated on the date of each grant using the binomial option pricing model with the assumptions (or ranges thereof) in the following table:

For the year ended December 31, 

 

    

2020

    

2021

    

2022

 

Exercise price (US$)

 

US$ 0.00002

US$ 0.00002

 

US$ 0.00002

Fair value of ordinary shares (US$)

 

3.77 ~ 20.67

5.51 ~ 22.33

 

3.72 ~ 6.31

Expected volatility

 

51.6% ~ 52.1

%  

51.0% ~ 52.2

%  

48.8% ~ 52.6

%

Excepted term (in years)

 

10

 

10

 

10

Expected dividend yield

 

0

%  

0

%  

0

%

Risk‑free interest rate

 

1.1% ~ 1.6

%  

1.9% ~ 2.3

%  

2.3% ~ 4.2

%

Risk-free interest rate is estimated based on the yield curve of US Sovereign Bond as of the option valuation date. The expected volatility at the grant date and each option valuation date is estimated based on annualized standard deviation of daily stock price return of comparable companies with a time horizon close to the expected expiry of the term of the options. The Group does not anticipate any dividend payments in the foreseeable future. Expected term is the contract life of the options.

As of December 31, 2022, there was RMB1,604.1 million of unrecognized compensation expense related to the share options granted to the Group’s employees, which are expected to be recognized over a weighted-average period of 2.1 years and may be adjusted for future changes in forfeitures.

(b)  Share-based compensations related to restricted share units

2020 Share Incentive Plan

In July 2020, the Company adopted a 2020 Global Share Incentive Plan (the “2020 Share Incentive Plan”), pursuant to which the maximum number of shares of the Company available for issuance pursuant to all awards under the 2020 Share Incentive Plan (the “Award Pool”) shall initially be 80,000,000 shares, plus an annual increase on the first day of each fiscal year of the Company during the ten-year term of this plan commencing with the fiscal year beginning January 1, 2021, by an amount equal to the lesser of (i) 1.0% of the total number of shares issued and outstanding on the last day of the immediately preceding fiscal year, and (ii) such number of shares as may be determined by the Board. The size of the Award Pool to be equitably adjusted in the event of any share dividend, subdivision, reclassification, recapitalization, split, reverse split, combination, consolidation or similar transactions.

In April 2022, the Company adopted the amended 2020 Global Share Incentive Plan (the “Amended 2020 Share Incentive Plan”), under which the maximum aggregate number of Class A Ordinary Shares, per value of US$0.00002 each, may be issued pursuant to all awards under the Amended 2020 Plan is 253,246,913 upon the Listing.

Pursuant to the Amended 2020 Share Incentive Plan, 44,012,712 restricted share units have been granted to employees of the Group during the year ended December 31, 2022, which are generally scheduled to be vested over continuous service period of one to five years.

19. SHARE-BASED COMPENSATION (CONTINUED)

The following table summarizes activities of the Company’s restricted share units under 2020 Share Incentive Plan:

    

Number of RSU

    

Weighted average grant-date 

 outstanding

fair value

US$

Outstanding as of December 31, 2020

Granted

 

2,525,730

 

11.85

Vested

 

 

Forfeited

 

(83,607)

 

15.89

Outstanding as of December 31, 2021

2,442,123

11.72

Outstanding as of December 31, 2021

2,442,123

11.72

Granted

44,012,712

5.90

Vested

(576,720)

7.89

Forfeited or Cancelled

(4,375,617)

7.05

Outstanding as of December 31, 2022

 

41,502,498

 

6.08

The total share-based compensation expenses recognized for restricted share units for the year ended December 31, 2021 and 2022 was RMB34.3 million and RMB361.1 million.

As of December 31, 2022, there was RMB1,249.6 million of unrecognized compensation expense related to restricted share units granted to the Group’s employees, which are expected to be recognized over a weighted-average period of 3.3 years and may be adjusted for future changes in forfeitures.

The total fair value of shares vested for restricted share units for the year ended December 31, 2021 and 2022 was nil and RMB29.6 million.

(c) Share-based compensation related to restricted shares

2022 Share Incentive Plan

In May 2022, the Company adopted a 2022 Global Share Incentive Plan (the “2022 Share Incentive Plan”), pursuant to which the maximum number of shares of the Company available for issuance pursuant to all awards under the 2022 Share Incentive Plan (the “Award Pool”) shall be 125,692,439.

Pursuant to the 2022 Share Incentive Plan, 71,824,250 and 53,868,189 restricted Class A ordinary shares have been issued to Mr. PENG Yongdong, chairman and chief executive officer of the Company, and Mr. SHAN Yigang, an executive director of the Company, on May 5, 2022. Such restricted shares are not transferable and may not be sold, pledged or otherwise disposed of and are not entitled to receive dividends paid. Such restrictions will be removed in whole in five years from May 5, 2022 with restriction on certain portion being removed in each year, subject to the approval by a resolution of the compensation committee of the Board. The restricted shares are granted in two agreements and the vesting schedule according to each restricted share agreement is as below:

50% of the restrictions on transfer and dividend rights of the restricted shares are removed on the first and second anniversary of the stated vesting commencement date respectively;

One-third of the restrictions on transfer and dividend rights of the restricted shares are removed on the third, fourth and fifth anniversary of the stated vesting commencement date respectively.

19. SHARE-BASED COMPENSATION (CONTINUED)

Shengdu Acquisition

According to the amended acquisition agreement signed between the Group, Shengdu and Shengdu’s original shareholders, the Company issued 44,315,854 restricted Class A Ordinary Shares to the Shengdu’s original shareholders to acquired Shengdu’s 51% equity interest on April 20, 2022. Such restricted shares are restricted from the transfer, sale, pledge or any other form of disposal. 30%, 30% and 40% of the restrictions on the restricted shares are removed on the first, second and third anniversary of the stated vesting commencement date respectively.

The following table summarizes activities of the Company’s restricted shares under 2022 Share Incentive Plan and Shengdu Acquisition:

    

Number of

    

restricted shares

Weighted average grant-date

outstanding

fair value

 

US$

Outstanding as of December 31, 2021

 

 

Granted

 

170,008,293

 

4.38

Vested

 

 

Forfeited

 

 

Outstanding as of December 31, 2022

 

170,008,293

 

4.38

The total share-based compensation expenses recognized for restricted shares for the year ended December 31, 2022 was RMB1,093.6 million.

As of December 31, 2022, there was RMB3,763.3 million of unrecognized compensation expense related to restricted shares granted to the Group’s employees, which are expected to be recognized over a weighted-average period of 3.0 years and may be adjusted for future changes in forfeitures.