金蝶国际二零二五年中期报告

Contents 2Report of Directors20Business Review and Outlook26Management Discussion and Analysis40Condensed Consolidated Interim Statement of Financial Position42Condensed Consolidated Interim Income Statement43444648 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 Scheme 1040,000,00027,345,00012,655,0002,343,500610,000 At the AGM of the Company convened on 8 May 2015, the Company adopted a new shareoption scheme (the “2015 Scheme”) with a validity period of ten years. The 2015 Schemehas expired in May 2025, and no new share options will be granted thereunder. Since theadoption of the 2015 Scheme, the total number of share options granted is 40,000,000, ofwhich 27,345,000 share options have been exercised and 12,655,000 share options havelapsed. As at 30 June 2025, no share options remained outstanding. During the ReportingPeriod, 2,343,500 share options were exercised and 610,000 share options lapsed. The 2015 Scheme was adopted by the Company to encourage and reward the contributionof eligible persons to the Company. Eligible persons include employees, directors,partners, consultants, suppliers and customers of the Group. The terms of the 2015 Scheme do not specify the period within which the share optionmay be exercised by the grantee or the vesting period, but specify that the Board may, attheir absolute discretion, fix the period within which a share option may be exercised, thevesting period, any performance targets that must be achieved and any other conditionsthat must be fulfilled before the share options can be exercised. (i)(ii)(5)(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 for thefive (5) trading days immediately preceding the date of grant; and (iii) the nominal valueof the Shares. REPORT OF DIRECTORS Details of the movements of the share options pursuant to the 2015 Scheme during theReporting Period are as follows: REPORT OF DIRECTORS Share Award Schemes 2015 Share Award Scheme The 2015 Share Award Scheme was adopted by the Company on 4 December 2015 toprovide incentives and reward the contributions of key employees and directors of theGroup. The 2015 Share Award Scheme shall be valid and effective for a period of 10 yearscommencing from the adoption date and it has been terminated on 21 January 2025.No further award Shares can be granted under the 2015 Share Award Scheme. Prior toits termination, the Board may, from time to time, in its absolute discretion select theparticipants, including (i) employees (whether full-time or part-time and including anyexecutive director), consultants or advisers of or to the Group (subject to compliancewith Chapter 17 of the Listing Rules), and (ii) any non-executive directors (includingindependent non-executive directors) of the Group, after taking into various factors asthey deem appropriate and determine the number of award Shares to be awarded to eachof the selected participants. (i)17(ii) The award Shares will comprise Shares subscribed for or purchased by the trustee outof cash arranged by the Company out of the Company’s funds to the trustee and beheld on trust for the selected participants until such Shares are vested with the selectedparticipants in accordance with the provisions of the 2015 Share Award Scheme. As at thedate of this report, the award Shares granted under the 2015 Share Award Scheme involveonly existing Shares. No consideration is required to be paid for the acceptance or vestingof the award Shares. (i)(ii)(iii) The terms of the 2015 Share Award Scheme do not specify (i) any period for an awardto be vested; (ii) any amount required to be paid on acceptance of an award nor thepayment period; and (iii) any basis of determining the purchase price (if any) of awardShares. A selected participant shall be entitled to receive the award Shares held by thetrustee appointed by the Company for the purpose of the 2015 Share Award Schemein accordance with the vesting schedule upon satisfaction of the vesting criteria andconditions specified by the Board in the offer of the grant of the relevant award Shares. 3%3%(12)1% The Board shall not make any further award of award Shares which will result in thenominal value of the Shares awarded by the Board under the 2015 Share Award Schemeexceeding 3% of the issued share capital of the Company from time to time. For theavoidance of doubt, the 3% limit provided above shall exclude any Shares which havebeen vested. The maximum number of Shares which may b