金蝶国际二零二三年中期报告

INTERIM REPORT 2Report of Directors18Business Review and Outlook26Management Discussion and Analysis38Condensed Consolidated Interim Statement of Financial Position40Condensed Consolidated Interim Income Statement41424446 Condensed Consolidated Interim Statement of Comprehensive IncomeCondensed Consolidated Interim Statement of Changes in EquityCondensed Consolidated Interim Cash Flow StatementNotes to the Condensed Consolidated Interim Financial Information REPORT OF DIRECTORS Share Option Schemes The share option schemes were adopted by the Company to encourage and reward thecontribution of eligible persons to the Company. Eligible persons include employees,directors, partners, consultants, suppliers and customers of the Group. 529,501,600322,469,193205,222,4071,810,000 Pursuant to the share option scheme adopted by the Company at the extraordinary generalmeeting on 11 July 2005 (the “2005 Scheme”) and the adjustment made due to the bonusissue and the refreshment on the scheme limit in 2011, an aggregate of 529,501,600share options were granted, of which 322,469,193 share options were exercised and205,222,407 share options lapsed since its adoption. Thus, 1,810,000 share optionsremained outstanding as at 30 June 2023. 107,261,000259,264,0967.46%40,000,0009,145,000228,409,096228,409,096 At the annual general meeting of the Company convened on 8 May 2015, the Companyterminated the 2005 Scheme and adopted a new share option scheme (the “2015Scheme”) with a validity period of ten years. The remaining term of the 2015 Scheme wasaround 1 year and 8 months as at the date of this report. As at 30 June 2023, 7,261,000share options remained outstanding. According to the scheme mandate limit of the 2015Scheme (being 259,264,096 share options, representing approximately 7.46% of the totalnumber of issued shares of the Company (“Shares”) as at the date of this report), less the40,000,000 share options granted by the Company plus 9,145,000 lapsed share optionssince the adoption, the Company may further grant 228,409,096 share options as of 30June 2023 (as of 1 January 2023: 228,409,096). The grant of any share option to a substantial shareholder of the Company or anindependent non-executive Director, or to any of their respective associates, in excessof 0.1% of the Shares in issue as at the date of grant and with an aggregate value (basedon the closing price of the Shares as at the date of grant) in excess of HK$5 million,within any 12-month period, is subject to the issue of a circular by the Company andthe approval of the shareholders of the Company in advance at a general meeting. Thegrantee, his associates and all core connected persons of the Company must abstain fromvoting at such general meeting. 0.1%5,000,000 1.00(10) A non-refundable nominal consideration of HK$1.00 is payable by the grantee uponacceptance of a share option. The validity period of a share option may not end laterthan ten (10) years from the date of grant. The terms of the 2015 Scheme do not specifythe period within which the share option may be exercised by the grantee or the vestingperiod, but specify that the Board may, at their absolute discretion, fix the period withinwhich a share option may be exercised, the vesting period, any performance targets thatmust be achieved and any other conditions that must be fulfilled before the share optionscan be exercised. REPORT OF DIRECTORS (i)(ii)(iii) The exercise price of the share options is determined by the Board, but may not be lessthan the highest of (i) the closing price of the Shares as stated in the daily quotation sheetof the Stock Exchange on the date of grant, which must be a trading day; (ii) the averageclosing price of the Shares as stated in the Stock Exchange’s daily quotation sheets forthe five trading days immediately preceding the date of grant; and (iii) the nominal valueof the Shares. Details of the movements of the share options pursuant to the 2005 Scheme and the 2015Scheme during the half year ended 30 June 2023 are as follows: REPORT OF DIRECTORS Notes: (1)1224364825% (1)The vesting period of the share options granted was four years and the vesting schedulewas 25% after 12 months, 24 months, 36 months and 48 months from the date of grant,respectively, and all of the options had been vested. (2)The weighted average closing price prior to exercise of share options by each of Mr. Lin Boand the other employees was approximately HK$16.42 and HK$13.76, respectively. (2)16.4213.76 Share Award Scheme The Share Award Scheme was adopted by the Company on 4 December 2015 to provideincentives and reward the contributions of certain employees and directors of the Group.The Share Award Scheme shall be valid and effective for a period of 10 years commencingfrom the adoption date. The remaining term of the Share Award Scheme as at the dateof this report is approximately 2 years and 4 months. The Board may, from time to time,in its absolute discretion, select the part