Bilibili Inc.

10/08/2024 | Press release | Distributed by Public on 10/08/2024 04:06

Current Report by Foreign Issuer Form 6 K

FF301

Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities

For the month ended: 30 September 2024 Status: New Submission
To : Hong Kong Exchanges and Clearing Limited
Name of Issuer: Bilibili Inc.
Date Submitted: 08 October 2024

I. Movements in Authorised / Registered Share Capital ☐Not applicable

1. Class of shares   WVR ordinary shares       Type of shares  Other type (specify in description)  Listed on the Exchange (Note 1)  No 
Stock code (if listed) N/A Description Class Y
Add multi-counter stock code
☐ Manual input Number of authorised/registered shares  Par value Authorised/registered share capital
Balance at close of preceding month 100,000,000  USD  0.0001  USD 10,000 
Increase / decrease (-) USD
Balance at close of the month 100,000,000  USD 0.0001  USD 10,000 
2. Class of shares   WVR ordinary shares       Type of shares  Other type (specify in description)  Listed on the Exchange (Note 1)  Yes 
Stock code (if listed) 09626 Description Class Z
Add multi-counter stock code
☐ Manual input Number of authorised/registered shares  Par value Authorised/registered share capital
Balance at close of preceding month 9,800,000,000  USD  0.0001  USD 980,000 
Increase / decrease (-) USD
Balance at close of the month 9,800,000,000  USD 0.0001  USD 980,000 
Page 1 of 9

FF301

3. Class of shares   Other class (specify in description)  Type of shares  Other type (specify in description)  Listed on the Exchange (Note 1)  No 
Stock code (if listed) N/A Description Undesignated
Add multi-counter stock code
☐ Manual input Number of authorised/registered shares  Par value Authorised/registered share capital
Balance at close of preceding month 100,000,000  USD  0.0001  USD 10,000 
Increase / decrease (-) USD
Balance at close of the month 100,000,000  USD 0.0001  USD 10,000 

Total authorised/registered share capital at the end of the month:  USD        1,000,000

Add remarks

Page 2 of 9

FF301

II. Movements in Issued Shares and/or Treasury Shares

1. Class of shares     WVR ordinary shares Type of shares  Other type (specify in description)  Listed on the Exchange (Note 1)  No
Stock code (if listed) N/A Description Class Y
Add multi-counter stock code

Number of issued shares 

(excluding treasury shares) 

Number of treasury shares  Total number of issued shares
Balance at close of preceding month   83,715,114  0  83,715,114 
Increase / decrease (-) 0  0 
Balance at close of the month 83,715,114  0  83,715,114 
2. Class of shares     WVR ordinary shares Type of shares  Other type (specify in description)  Listed on the Exchange (Note 1)  Yes
Stock code (if listed)   09626 Description Class Z
Add multi-counter stock code

Number of issued shares 

(excluding treasury shares) 

Number of treasury shares  Total number of issued shares
Balance at close of preceding month   330,683,247  0  330,683,247 
Increase / decrease (-) 982,150  0 
Balance at close of the month 331,665,397  0  331,665,397 

Add remarks

Remarks:

The balance of Class Z ordinary shares excludes 5,880,906 Class Z ordinary shares issued and reserved for future issuance upon the exercise or vesting of awards granted under the Company's share incentive plans.

Page 3 of 9

FF301

III. Details of Movements in Issued Shares and/or Treasury Shares

(A). Share Options (under Share Option Schemes of the Issuer) ☐Not applicable

1. Class of shares WVR ordinary shares     Type of shares   Other type (Please specify)    Listed on the Exchange (Note 1)   Yes  
Other type (Please specify) Class Z
Stock code (if listed) 09626 Description
Add multi-counter stock code
Particulars of share option scheme

Number of share

options outstanding at 

close of preceding

month

Movement during the month 

Number of

share options

outstanding

at close of

the month

Number of

new shares

issued during

the month pursuant thereto

(A1)

Number of

treasury shares

transferred

out of treasury during the month pursuant thereto (A2)

Number of

shares which

may be issued

or transferred

out of treasury

pursuant

thereto as at close of

the month

The total number

of shares which

may be issued or

transferred out of treasury upon exercise of all share options to be granted under the scheme at close of the month

1).  

2018 Share Incentive

Plan - options

14,730,323  Exercised - new shares involved  -967,400  13,687,673  967,400  0  13,687,673 
Cancelled -75,250 
General Meeting approval

date (if applicable)     

2).  

Global Share Incentive

Plan - options

97,500  Exercised - new shares involved  -14,750  82,750  14,750  0  82,750 
General Meeting approval

date (if applicable)     

Increase in issued shares (excluding treasury shares):        982,150 WVR ordinary shares Class Z (AA1)        
Decrease in treasury shares:           0 WVR ordinary shares Class Z (AA2)
Total funds raised during the month from exercise of options: USD        98.22

Add remarks

Remarks:

(1) No further options will be granted under the 2018 Share Incentive Plan (before its amendment and restatement at the annual general meeting of the Company held on June 28, 2024) or the Global Share Incentive Plan after October 3, 2022 (being the date on which the Company's voluntary conversion of its secondary listing status to primary listing on the Stock Exchange became effective).

(2) On June 28, 2024, the shareholders of the Company approved the adoption of the Second Amended and Restated 2018 Share Incentive Plan. Any granted and unexercised options, and any granted and unvested awards under the 2018 Share Incentive Plan prior to the adoption date of the Second Amended and Restated 2018 Share Incentive Plan shall continue to be valid and exercisable and/or vested in accordance with the terms of the grant and the 2018 Share Incentive Plan. For details, please refer to the Company's circular dated April 9, 2024 and announcement dated June 28, 2024. No options have been granted under the Second Amended and Restated 2018 Share Incentive Plan since its adoption.

(B). Warrants to Issue Shares of the Issuer  ☑ Not applicable

Add remarks

Page 4 of 9

FF301

(C). Convertibles (i.e. Convertible into Shares of the Issuer)  ☐ Not applicable

1. Class of shares WVR ordinary shares Type of shares Other type (Please specify)  Listed on the Exchange (Note 1) Yes
Other type (Please specify)      Class Z
Stock code (if listed) 09626        Description
Add multi-counter stock code
Description of the Convertibles Currency 

Amount at close of

preceding month

Movement during the month

Amount at close of the

month

Number of new shares issued during the month pursuant thereto (C1)

Number of treasury shares transferred out of treasury during the month pursuant thereto (C2)

Number of shares which may be issued or transferred out of treasury pursuant thereto as at close of the month

1).  April 2026 Notes - US$500 million convertible senior notes USD 12,000 12,000 0  0  485
Type of the Convertibles

Bond/Notes

Stock code of the Convertibles (if listed on the Exchange) (Note 1)
Subscription/Conversion price

USD        24.75

General Meeting approval date (if applicable)
2). 2027 Notes - US$800 million convertible senior notes USD 92,000 92,000 0  0  2,260
Type of the Convertibles

Bond/Notes

Stock code of the Convertibles (if listed on the Exchange) (Note 1)
Subscription/Conversion price

USD        40.73

General Meeting approval date (if applicable)
3). December 2026 Notes - US$1,600 million convertible senior notes USD 432,407,000 432,407,000 0  0  4,601,632
Type of the Convertibles

Bond/Notes

Stock code of the Convertibles (if listed on the Exchange) (Note 1)
Subscription/Conversion price

USD        93.97

General Meeting approval date (if applicable)
Increase in issued shares (excluding treasury shares):

0

WVR ordinary shares Class Z (CC1)
Decrease in treasury shares:

0

WVR ordinary shares Class Z (CC2)
Page 5 of 9

FF301

Add remarks

Remarks:

(1) The April 2026 Notes included a 30-day option exercised by the initial purchasers to purchase an additional US$70 million principal amount of the April 2026 Notes.

(2) The 2027 Notes included a 30-day option exercised by the initial purchasers to purchase an additional US$100 million principal amount of the 2027 Notes.

(3) The December 2026 Notes included a 30-day option exercised by the initial purchasers to purchase an additional US$200 million principal amount of the December 2026 Notes.

(D). Any other Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option Schemes) ☐Not applicable

1. Class of shares WVR ordinary shares Type of shares Other type (Please specify) Listed on the Exchange (Note 1) Yes  
Other type (Please specify) Class Z
Stock code (if listed) 09626 Description
Add multi-counter stock code
Description of other agreements or arrangements

General Meeting

approval date

(if applicable)

Number of new shares issued during the month pursuant thereto (D1) Number of treasury shares transferred out of treasury during the month pursuant thereto (D2) Number of shares which may be issued or transferred out of treasury pursuant thereto as at close of the month
1).  2018 Share Incentive Plan - restricted share units 0  0  14,385,971 
2). Second Amended and Restated 2018 Share Incentive Plan - restricted share units 28 June 2024 0  0  2,946,424 
Increase in issued shares (excluding treasury shares): 0  WVR ordinary shares Class Z (DD1)
Decrease in treasury shares: 0  WVR ordinary shares Class Z (DD2)

Add remarks

Remarks:

(1) The amended 2018 Share Incentive Plan (before its amendment and restatement at the annual general meeting of the Company held on June 28, 2024) became effective on October 3, 2022 (being the date on which the Company's voluntary conversion of its secondary listing status to primary listing on the Stock Exchange became effective). On June 28, 2024, the shareholders of the Company approved the adoption of the Second Amended and Restated 2018 Share Incentive Plan. Any granted and unexercised options, and any granted and unvested awards under the 2018 Share Incentive Plan prior to the adoption date of the Second Amended and Restated 2018 Share Incentive Plan shall continue to be valid and exercisable and/or vested in accordance with the terms of the grant and the 2018 Share Incentive Plan. For details, please refer to the Company's circular dated April 9, 2024 and announcement dated June 28, 2024.

(2) As of the month ended September 30, 2024, 326,742 restricted share units under the amended 2018 Share Incentive Plan have been cancelled.

(3) The Company granted 2,946,424 restricted share units under the Second Amended and Restated 2018 Share Incentive Plan on September 29, 2024. For details, please refer to the announcement of the Company dated September 29, 2024.

Page 6 of 9

FF301

(E). Other Movements in Issued Shares and/or Treasury Shares ☑ Not applicable

Add remarks

Total increase/ decrease (-) in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1):    982,150 WVR ordinary shares Class Z
Total increase/ decrease (-) in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1): 0 WVR ordinary shares Class Z
Total increase/ decrease (-) in treasury shares during the month (i.e. Total of AA2 to EE2): 0 WVR ordinary shares Class Z
Total increase/ decrease (-) in treasury shares during the month (i.e. Total of AA2 to EE2): 0 WVR ordinary shares Class Z

Add remarks

IV. Information about Hong Kong Depositary Receipt (HDR) ☑ Not applicable

Add remarks

Page 7 of 9

FF301

V. Confirmations ☐Not applicable

Pursuant to Main Board Rule 13.25C / GEM Rule 17.27C, we hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued, or the treasury shares sold or transferred by the issuer during the month as set out in Parts III and IV which has not been previously disclosed in a return published under Main Board Rule 13.25A / GEM Rule 17.27A, it has been duly authorised by the board of directors of the listed issuer and carried out in compliance with all applicable listing rules, laws and other regulatory requirements and, insofar as applicable:

(Note 4)

(i)

all money due to the listed issuer in respect of the issue of securities, or sale or transfer of treasury shares has been received by it;

(ii)

all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited under "Qualifications of listing" have been fulfilled;

(iii)

all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;

(iv)

all the securities of each class are in all respects identical (Note 5);

(v)

all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with all other legal requirements;

(vi)

all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue, sale or transfer;

(vii)

completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and

(viii)

the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies.

Add remarks

Submitted by:

Xin Fan

Title:

Joint Company Secretary

 (Director, Secretary or other Duly Authorised Officer)
Page 8 of 9

FF301

Notes

1.

The Exchange refers to The Stock Exchange of Hong Kong Limited.

2.

In the case of repurchase of shares (shares repurchased and cancelled) and redemption of shares (shares redeemed and cancelled), "date of event" should be construed as "cancellation date".

In the case of repurchase of shares (shares held as treasury shares), "date of event" should be construed as "date on which shares were repurchased and held by the issuer in treasury".

3.

The information is required in the case of repurchase of shares (shares repurchased for cancellation but not yet cancelled) and redemption of shares (shares redeemed but not yet cancelled). Please state the number of shares repurchased or redeemed during the month or in preceding month(s) but pending cancellation as at close of the month as a negative number.

4.

Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, or the treasury shares sold or transferred, no further confirmation is required to be made in this return.

5.

"Identical" means in this context:

•

the securities are of the same nominal value with the same amount called up or paid up;

•

they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and

•

they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

Page 9 of 9