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Share-based Compensation

12 Months Ended

Dec. 31, 2024

Share-based Payment Arrangement [Abstract]

17.	Share-based Compensation

a)	Description of share option and RSUs plans

In July 2014, the Group adopted its Global Share Incentive Plan (the “Global Share Plan”), which permits the grant of options of the Company to relevant directors, officers, other employees and consultants of the Group. The maximum aggregate number of Class Z Ordinary Shares, which may be issued pursuant to all awards under the Global Share Plan, is 19,880,315 shares. The Global Share Plan was terminated on the Primary Conversion Effective Date.

In February 2018, the Group adopted its 2018 Share Incentive Plan (the “2018 Plan”) to provide additional incentives to employees, directors and consultants and promote the success of its business. The maximum aggregate number of Class Z Ordinary Shares, which may be issued pursuant to all awards under the 2018 Plan as at December 31, 2024 is 33,132,989 shares.

As at the date on which the voluntary conversion of its secondary listing status to primary listing on the Hong Kong Stock Exchange becomes effective , the Group subsequently amended its 2018 Plan, under which the maximum aggregate number of Class Z ordinary shares may be issued pursuant to all awards is 30,673,710 Class Z ordinary shares, representing 10% of the total number of issued Class Z ordinary shares, which permits the grant of restricted share units (“RSUs”) of the Company to relevant directors, officers, other employees and consultants of the Group.

In June 2024, the Group adopted its Second Amended and Restated 2018 Share Incentive Plan (the “Restated 2018 Plan”) to provide additional incentives to employee participants, related entity participants and service provider participants and promote the success of its business. The maximum aggregate number of Class Z Ordinary Shares, which may be issued pursuant to all awards under the 2018 Plan as at December 31, 2024 is

41,413,503

shares, and within the Scheme Limit, the maximum number of Class Z Ordinary Shares which may be issued pursuant to all awards to be granted to service provider participants under the Restated 2018 Plan is

2,070,675.

In May 2024, the Group adopted its 2024 Share Incentive Plan (the “2024 Plan”) to provide additional incentives to employee participants, related entity participants and consultants and promote the success of its business. The maximum aggregate number of Class Z Ordinary Shares, which may be issued pursuant to all awards under the 2024 Plan as at December 31, 2024 is

41,272,920

shares. No awards have been granted under the 2024 Share Incentive Plan since its adoption.

Option awards are granted with an exercise price determined by the Board of Directors. Those option awards generally vest over a period of

zero

to six years and expire in

six

to seven years, and RSUs generally vest over a period of

zero

to six years.

RSUs

The following table presents a summary of the Group’s service-based RSUs activities for the years ended December 31, 2022, 2023 and 2024:


	Employees			Consultants			Total			Weighted Average Granted fair value
	(In thousands)			(In thousands)			(In thousands)			US$
Outstanding at January 1, 2022		—			—			—			—
Granted		1,932			35			1,967			24.59
Vested		—			—			—			—
Forfeited		—			—			—			—

Unvested at December 31, 2022		1,932			35			1,967			24.59

Outstanding at January 1, 2023		1,932			35			1,967			24.59
Granted		8,796			—			8,796			18.72
Vested		—			(23	)		(23	)		24.59
Forfeited		(1,059	)		—			(1,059	)		22.10

Unvested at December 31, 2023		9,669			12			9,681			19.53

Outstanding at January 1, 2024		9,669			12			9,681			19.53
Granted		10,841			1			10,842			17.14
Vested		(689	)		(12	)		(701	)		24.59
Forfeited		(2,547	)		—			(2,547	)		17.37

Unvested at December 31, 2024		17,274			1			17,275			18.14

The aggregate number of Class Z Ordinary Shares available for future grant under the Restated 2018 Plan was 37,092,680 as of December 31, 2024.

The aggregate number of Class Z Ordinary Shares available for future grant under the 2024 Plan was 41,272,920 as of December 31, 2024.

As of December 31, 2024, total unrecognized compensation expenses related to unvested service-based RSUs granted under the 2018 Plan and the Restated 2018 Plan, adjusted for estimated forfeitures, was RMB1,652.5 million, which is expected to be recognized over a weighted-average period of 3.6 years and may be adjusted for future changes in estimated forfeitures.

Share options

b)	Valuation assumptions

The Group uses binomial option pricing model to determine the fair value of share options. The estimated fair value of each share option granted is estimated on the date of grant using the binomial option-pricing model with the following assumptions:

For the Year Ended December 31,

2022

2023*

2024*

Expected volatility

57.6%-58.0

N/A

Weighted average volatility

57.9

N/A

Expected dividends

—

N/A

Risk-free rate

2.7%-3.6

N/A

Contractual term (in years)

6-7

N/A

*	No further options would be granted under the 2018 Share Incentive Plan after the Primary Conversion Effective Date.

The expected volatility at each grant date was estimated based on the annualized standard deviation of the daily return embedded in historical share prices of comparable peer companies with a time horizon close to the expected expiry of the term of the share options. The weighted average volatility is the expected volatility at the grant date weighted by the number of the share options. The Company has never declared or paid any cash dividends on its capital stock, and the Company does not anticipate any dividend payments in the foreseeable future. Contractual term is the remaining contract life of the share options. The Group estimated the risk-free interest rate based on the yield to maturity of U.S. treasury bonds denominated in US dollars at the share option grant date.

(c)	Share options activities

The following table presents a summary of the Group’s share options activities for the years ended December 31, 2022, 2023 and 2024:


	Employees			Consultants			Total			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
	(In thousands)			(In thousands)			(In thousands)			US$		(In years)		(RMB in thousands)
Outstanding at January 1, 2022		22,327			183			22,510			2.0010		5.01		6,372,503
Granted		5,667			162			5,829			0.0036
Exercised		(3,779	)		(150	)		(3,929	)		0.0001
Forfeited		(2,500	)		—			(2,500	)		0.2331

Outstanding at December 31, 2022		21,715			195			21,910			2.0283		4.70		3,305,336

Outstanding at January 1, 2023		21,715			195			21,910			2.0283		4.70		3,305,336
Granted		—			—			—			—
Exercised		(2,147	)		(64	)		(2,211	)		0.0001
Forfeited		(1,760	)		—			(1,760	)		0.1443

Outstanding at December 31, 2023		17,808			131			17,939			2.4701		3.79		1,232,411

Outstanding at January 1, 2024		17,808			131			17,939			2.4701		3.79		1,232,411
Granted		—			—			—			—
Exercised		(3,689	)		(7	)		(3,696	)		0.3911
Forfeited		(1,119	)		(14	)		(1,133	)		0.6909

Outstanding at December 31, 2024		13,000			110			13,110			1.6543		2.85		1,550,782

Exercisable at December 31, 2024		6,897			76			6,973			1.8474		2.64		907,766

The weighted average grant date fair value of share options granted for the year 2022 was RMB126.8 per share. No further options would be granted under the 2018 Share Incentive Plan after the Primary Conversion Effective Date.

As of December 31, 2024, total unrecognized compensation expenses related to unvested options granted under the Global Share Plan and the 2018 Plan, adjusted for estimated forfeitures, was RMB1,176.8 million, which is expected to be recognized over a weighted-average period of 1.9 years and may be adjusted for future changes in estimated forfeitures.