Bilibili Inc 6-K, filed Jun 17, 2025
Bilibili Inc. (BILI)
About this 6-K
Bilibili Inc filed this 6-K on June 17, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2025
Commission File Number: 001-38429
Bilibili Inc.
Building 3, Guozheng Center, No. 485 Zhengli Road
Yangpu District, Shanghai, 200433
People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Exhibit Index
Exhibit 99.1 – Next Day Disclosure Return dated June 17, 2025
Exhibit 99.2 – Next Day Disclosure Return dated June 17, 2025
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BILIBILI INC. | ||||
| By |
: | /s/ Xin Fan | ||
| Name |
: | Xin Fan | ||
| Title |
: | Chief Financial Officer | ||
Date: June 17, 2025
Exhibit 99.1
FF305
Next Day Disclosure Return
(Equity issuer - changes in issued shares or treasury shares, share buybacks and/or on-market sales of treasury shares)
| Instrument: | Equity issuer
|
Status: | New Submission
| |||
| Name of Issuer: | Bilibili Inc.
| |||||
| Date Submitted: | 17 June 2025
|
|||||
Section I must be completed by a listed issuer where there has been a change in its issued shares or treasury shares which is discloseable pursuant to rule 13.25A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”) (the “Main Board Rules”) or rule 17.27A of the Rules Governing the Listing of Securities on GEM of the Exchange (the “GEM Rules”).
| Section I | ||||||||||
| 1. Class of shares | WVR ordinary shares | Type of shares | Other type (specify in description) | Listed on the Exchange | Yes | |||||
| Stock code (if listed) | 09626 | Description | Class Z Ordinary Shares | |||||||
| A. Changes in issued shares or treasury shares | ||||||||||
| Events |
Changes in issued shares (excluding treasury shares) |
Changes in treasury shares |
Issue/ selling price per share (Note 4) |
Total number of issued shares | ||||||||
| Number of issued shares (excluding treasury shares) | As a % of existing number of issued shares (excluding treasury shares) before the relevant event (Note 3) | Number of treasury shares | ||||||||||
| Opening balance as at (Note 1) | 31 May 2025 | 335,728,476 | 0 | 335,728,476 | ||||||||
|
1). Issue of new shares or transfer of treasury shares in respect of share awards or options granted to a participant (who is not a director of the issuer) under a share scheme - new shares involved
Issue of Class Z ordinary shares upon exercise of share options by eligible participants (other than the directors of the Company) pursuant to the 2018 Share Incentive Plan - options
|
37,500 | 0.009% | USD 0.0001 | |||||||||
|
Date of changes |
02 June 2025 | |||||||||||
| Page 1 of 9 | v 1.3.0 |
FF305
| 2). | Issue of new shares or transfer of treasury shares in respect of share awards or options granted to a participant (who is not a director of the issuer) under a share scheme - new shares involved
Issue of Class Z ordinary shares upon exercise of share options by eligible participants (other than the directors of the Company) pursuant to the 2018 Share Incentive Plan - options |
3,497 | 0.0008% | USD 0.0001 | ||||||||||||||||||||
| Date of changes | 03 June 2025 | |||||||||||||||||||||||
| 3). | Issue of new shares or transfer of treasury shares in respect of share awards or options granted to a participant (who is not a director of the issuer) under a share scheme - new shares involved
Issue of Class Z ordinary shares upon exercise of share options by eligible participants (other than the directors of the Company) pursuant to the 2018 Share Incentive Plan - options |
620 | 0.0001% | USD 0.0001 | ||||||||||||||||||||
| Date of changes | 04 June 2025 | |||||||||||||||||||||||
| 4). | Issue of new shares or transfer of treasury shares in respect of share awards or options granted to a participant (who is not a director of the issuer) under a share scheme - new shares involved
Issue of Class Z ordinary shares upon exercise of share options by eligible participants (other than the directors of the Company) pursuant to the 2018 Share Incentive Plan - options |
29,450 | 0.007% | USD 0.0001 | ||||||||||||||||||||
| Date of changes | 05 June 2025 | |||||||||||||||||||||||
| 5). | Issue of new shares or transfer of treasury shares in respect of share awards or options granted to a participant (who is not a director of the issuer) under a share scheme - new shares involved
Issue of Class Z ordinary shares upon exercise of share options by eligible participants (other than the directors of the Company) pursuant to the 2018 Share Incentive Plan - options |
350 | 0.0001% | USD 0.0001 | ||||||||||||||||||||
| Date of changes | 06 June 2025 | |||||||||||||||||||||||
| 6). | Issue of new shares or transfer of treasury shares in respect of share awards or options granted to a participant (who is not a director of the issuer) under a share scheme - new shares involved
Issue of Class Z ordinary shares upon exercise of share options by eligible participants (other than the directors of the Company) pursuant to the 2018 Share Incentive Plan - options |
29,589 | 0.0071% | USD 0.0001 | ||||||||||||||||||||
| Date of changes | 09 June 2025 | |||||||||||||||||||||||
| Page 2 of 9 | v 1.3.0 |
FF305
| 7). | Issue of new shares or transfer of treasury shares in respect of share awards or options granted to a participant (who is not a director of the issuer) under a share scheme - new shares involved
Issue of Class Z ordinary shares upon exercise of share options by eligible participants (other than the directors of the Company) pursuant to the 2018 Share Incentive Plan - options |
17,326 | 0.0041% | USD 3.0215 | ||||||||||||||||||
| Date of changes | 10 June 2025 | |||||||||||||||||||||
| 8). | Issue of new shares or transfer of treasury shares in respect of share awards or options granted to a participant (who is not a director of the issuer) under a share scheme - new shares involved
Issue of Class Z ordinary shares upon exercise of share options by eligible participants (other than the directors of the Company) pursuant to the 2018 Share Incentive Plan - options |
73,396 | 0.0176% | USD 0.7133 | ||||||||||||||||||
| Date of changes | 11 June 2025 | |||||||||||||||||||||
| 9). | Issue of new shares or transfer of treasury shares in respect of share awards or options granted to a participant (who is not a director of the issuer) under a share scheme - new shares involved
Issue of Class Z ordinary shares upon exercise of share options by eligible participants (other than the directors of the Company) pursuant to the 2018 Share Incentive Plan - options |
13,960 | 0.0033% | USD 0.0001 | ||||||||||||||||||
| Date of changes | 12 June 2025 | |||||||||||||||||||||
| 10). | Issue of new shares or transfer of treasury shares in respect of share awards or options granted to a participant (who is not a director of the issuer) under a share scheme - new shares involved
Issue of Class Z ordinary shares upon exercise of share options by eligible participants (other than the directors of the Company) pursuant to the 2018 Share Incentive Plan - options |
2,737 | 0.0007% | USD 0.0001 | ||||||||||||||||||
| Date of changes | 13 June 2025 | |||||||||||||||||||||
| Page 3 of 9 | v 1.3.0 |
FF305
| 11). | Issue of new shares or transfer of treasury shares in respect of share awards or options granted to a participant (who is not a director of the issuer) under a share scheme - new shares involved
Issue of Class Z ordinary shares upon exercise of share options by eligible participants (other than the directors of the Company) pursuant to the 2018 Share Incentive Plan - options |
3,200 | 0.0008% | USD 0.0001 | ||||||||||||||||||
| Date of changes | 16 June 2025 | |||||||||||||||||||||
| 12). | Repurchase of shares (shares repurchased and cancelled) Cancellation of Class Z ordinary shares that are represented by the same number of American depository shares repurchased from the NASDAQ on 5, 6, 11, 13, 16, 17 and 18 December 2024 U.S. time |
-839,167 | % | USD 19.4856 | ||||||||||||||||||
| Date of changes | 16 June 2025 | |||||||||||||||||||||
| 13). | Repurchase of shares (shares repurchased and cancelled) Cancellation of Class Z ordinary shares repurchased on 21 May 2025 | -5,588,140 | % | HKD 140.1 | ||||||||||||||||||
| Date of changes | 16 June 2025 | |||||||||||||||||||||
| 14). | Other (please specify)
Conversion of Class Y ordinary shares to Class Z ordinary shares |
1,266,204 | % | |||||||||||||||||||
| Date of changes | 16 June 2025 | |||||||||||||||||||||
| Closing balance as at (Notes 5 and 6) 16 June 2025 | 330,778,998 | 0 | 330,778,998 | |||||||||||||||||||
| B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6) Not applicable | ||||||||||||||
| Page 4 of 9 | v 1.3.0 |
FF305
| 2. Class of shares | Ordinary shares | Type of shares | Other type (specify in description) | Listed on the Exchange | No | |||||
| Stock code (if listed) | N/A | Description | Class Y Ordinary Shares | |||||||
| A. Changes in issued shares or treasury shares | ||||||||||
| Events |
Changes in issued shares (excluding treasury shares) |
Changes in treasury shares |
Issue/ selling price per share (Note 4) |
Total number of issued shares | ||||||||
| Number of issued shares (excluding treasury shares) | As a % of existing number of issued shares (excluding treasury shares) before the relevant event (Note 3) | Number of treasury shares | ||||||||||
| Opening balance as at (Note 1) | 31 May 2025 | 82,366,214 | 0 | 82,366,214 | ||||||||
|
1). Other (please specify)
|
-1,266,204 | % | ||||||||||
| Conversion of Class Y ordinary shares to Class Z ordinary shares
| ||||||||||||
|
Date of changes |
16 June 2025 | |||||||||||
| Closing balance as at (Notes 5 and 6) 16 June 2025 | 81,100,010 | 0 | 81,100,010 | |||||||||
| B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6) Not applicable | ||||||||||||||
| Remarks: | 1) The percentages as stated in the above “changes in issued shares (excluding treasury shares) as a % of existing number of issued shares (excluding treasury shares) before the relevant event” column were calculated based on the Company’s total number of issued shares of 418,094,690 shares (comprising 82,366,214 Class Y ordinary shares and 335,728,476 Class Z ordinary shares). | |
| 2) The closing balance of Class Z ordinary shares excludes 8,955,102 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 5 of 9 | v 1.3.0 |
FF305
Confirmation
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 issue of shares or sale or transfer of treasury shares as set out in Section I, 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 7)
| (i) | all money due to the listed issuer in respect of the issue of shares, or sale or transfer of treasury shares has been received by it; |
| (ii) | all pre-conditions for the listing imposed by the Main Board Rules / GEM Rules 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 8); |
| (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. |
Notes to Section I:
| 1. | Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to Main Board Rule 13.25A / GEM Rule 17.27A or Monthly Return pursuant to Main Board Rule 13.25B / GEM Rule 17.27B, whichever is the later. |
| 2. | Please set out all changes in issued shares or treasury shares requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of changes. Each category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer’s Monthly Return. For example, multiple issues of shares as a result of multiple exercises of share options under the same share option scheme or of multiple conversions under the same convertible note must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share option schemes or conversions of 2 convertible notes, these must be disclosed as 2 separate categories. |
| 3. | The percentage change in the number of issued shares (excluding treasury shares) of the listed issuer is to be calculated by reference to the opening balance of the number of issued shares (excluding treasury shares) being disclosed in this Next Day Disclosure Return. |
| Page 6 of 9 | v 1.3.0 |
FF305
| 4. | In the case of a share repurchase or redemption, the “issue/ selling price per share” shall be construed as “repurchase price per share” or “redemption price per share”. |
Where shares have been issued/ sold/ repurchased/ redeemed at more than one price per share, a volume-weighted average price per share should be given.
| 5. | The closing balance date is the date of the last relevant event being disclosed. |
| 6. | For repurchase or redemption of shares, disclosure is required when the relevant event has occurred (subject to the provisions of Main Board Rules 10.06(4)(a), 13.25A and 13.31 / GEM Rules 13.13(1), 17.27A and 17.35), even if the repurchased or redeemed shares have not yet been cancelled. |
If repurchased or redeemed shares are to be cancelled upon settlement of such repurchase or redemption after the closing balance date, they shall remain part of the issued shares as at the closing balance date in Part A. Details of these repurchased or redeemed shares shall be disclosed in Part B.
| 7. | 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. |
| 8. | “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 7 of 9 | v 1.3.0 |
FF305
Section II must also be completed by a listed issuer where it has made a repurchase of shares which is discloseable under Main Board Rule 10.06(4)(a) / GEM Rule 13.13(1).
| Repurchase report | Not applicable |
| Page 8 of 9 | v 1.3.0 |
FF305
Section III must also be completed by a listed issuer where it has made a sale of treasury shares on the Exchange or any other stock exchange on which the issuer is listed which is discloseable under Main Board Rule 10.06B / GEM Rule 13.14B.
| Report of on-market sale of treasury shares | Not applicable |
| Submitted by: | Xin Fan |
|||
| (Name) | ||||
| Title: | Joint Company Secretary |
|||
| (Director, Secretary or other Duly Authorised Officer) | ||||
| Page 9 of 9 | v 1.3.0 |
Exhibit 99.2
FF305
Next Day Disclosure Return
(Equity issuer - changes in issued shares or treasury shares, share buybacks and/or on-market sales of treasury shares)
| Instrument: | Equity issuer
|
Status: | New Submission
| |||
| Name of Issuer: | Bilibili Inc.
| |||||
| Date Submitted: | 17 June 2025
|
|||||
Section I must be completed by a listed issuer where there has been a change in its issued shares or treasury shares which is discloseable pursuant to rule 13.25A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”) (the “Main Board Rules”) or rule 17.27A of the Rules Governing the Listing of Securities on GEM of the Exchange (the “GEM Rules”).
| Section I | ||||||||||
| 1. Class of shares | Other class (specify in description) | Type of shares | Other type (specify in description) | Listed on the Exchange | No | |||||
| Stock code (if listed) | Description | 1.25% Convertible Senior Notes due 2027 (the “2027 Notes”) | ||||||||
| A. Changes in issued shares or treasury shares | ||||||||||
|
Changes in issued shares (excluding treasury shares) |
Changes in treasury shares |
|||||||||||
| Events | Number of issued shares (excluding treasury shares) | As a % of existing number of issued shares (excluding treasury shares) before the relevant event (Note 3) | Number of treasury shares | Issue/ selling price per share (Note 4) | Total number of issued shares | |||||||
| Opening balance as at (Note 1) | 31 May 2025 | 2,260 | 0 | 2,260 | ||||||||
|
1). Repurchase or redemption of other securities
|
-1,620 | % | USD 40.73 | |||||||||
| Repurchase of US$66,000 aggregate principal amount of the 2027 Notes
| ||||||||||||
| Date of changes |
16 June 2025 | |||||||||||
| Closing balance as at (Notes 5 and 6) 16 June 2025 | 640 | 0 | 640 | |||||||||
| Page 1 of 6 | v 1.3.0 |
FF305
| B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6) | Not applicable | |||
| Remarks: | The 2027 Notes may be converted, at an initial conversion rate of 24.5516 American depositary shares of the Company (each represents one Class Z ordinary share of the Company, the “ADSs”) per US$1,000 principal amount (which represents an initial conversion price of US$40.73 per ADS) at each holder’s option at any time prior to the close of business on the second business day immediately preceding the maturity date of June 15, 2027. As of May 31, 2025, the aggregate principal amount of the outstanding 2027 Notes was US$92,000. The above opening balance represents the number of ADSs that may be converted from the outstanding 2027 Notes as of May 31, 2025 based on the initial conversion rate.
On June 16, 2025 (U.S. Eastern Time), the Company repurchased US$66,000 principal amount of the 2027 Notes (which were convertible into 1,620 ADSs before the repurchase based on the initial conversion rate) surrendered by the noteholders pursuant to the terms of the 2027 Notes at the aggregate cash purchase price of US $66,000, while there were no actual ADSs repurchased. | |||
| Page 2 of 6 | v 1.3.0 |
FF305
| Confirmation | Not applicable | |||
| Notes to Section I: | ||||
| 1. | Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to Main Board Rule 13.25A / GEM Rule 17.27A or Monthly Return pursuant to Main Board Rule 13.25B / GEM Rule 17.27B, whichever is the later. |
| 2. | Please set out all changes in issued shares or treasury shares requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of changes. Each category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer’s Monthly Return. For example, multiple issues of shares as a result of multiple exercises of share options under the same share option scheme or of multiple conversions under the same convertible note must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share option schemes or conversions of 2 convertible notes, these must be disclosed as 2 separate categories. |
| 3. | The percentage change in the number of issued shares (excluding treasury shares) of the listed issuer is to be calculated by reference to the opening balance of the number of issued shares (excluding treasury shares) being disclosed in this Next Day Disclosure Return. |
| 4. | In the case of a share repurchase or redemption, the “issue/ selling price per share” shall be construed as “repurchase price per share” or “redemption price per share”. |
Where shares have been issued/ sold/ repurchased/ redeemed at more than one price per share, a volume-weighted average price per share should be given.
| 5. | The closing balance date is the date of the last relevant event being disclosed. |
| 6. | For repurchase or redemption of shares, disclosure is required when the relevant event has occurred (subject to the provisions of Main Board Rules 10.06(4)(a), 13.25A and 13.31 / GEM Rules 13.13(1), 17.27A and 17.35), even if the repurchased or redeemed shares have not yet been cancelled. |
If repurchased or redeemed shares are to be cancelled upon settlement of such repurchase or redemption after the closing balance date, they shall remain part of the issued shares as at the closing balance date in Part A. Details of these repurchased or redeemed shares shall be disclosed in Part B.
| 7. | 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. |
| 8. | “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 3 of 6 | v 1.3.0 |
FF305
Section II must also be completed by a listed issuer where it has made a repurchase of shares which is discloseable under Main Board Rule 10.06(4)(a) / GEM Rule 13.13(1).
Repurchase report
| Section II | ||||||||||||||
| 1. Class of shares | Other class (specify in description) | Type of shares | Other type (specify in description) | Listed on the Exchange | No | |||||||||
| Stock code (if listed) | Description | The 2027 Notes | ||||||||||||
| A. | Repurchase report | |||||||||||||
| Trading date | Number of shares repurchased | Method of repurchase (Note 1) | Repurchase price per share or highest repurchase price per share $ | Lowest repurchase price per share $ | Aggregate price paid $ | |||||||||
| 1). | 16 June 2025 | 1,620 | By general offer | USD 40.73 | USD 40.73 | USD 66,000 | ||||||||
| Total number of shares repurchased | 1,620 | Aggregate price paid $ | USD 66,000 | |||||||||||
| Number of shares repurchased for cancellation | 1,620 | |||||||||||||
| Number of shares repurchased for holding as treasury shares | 0 | |||||||||||||
| B. | Additional information for issuer who has a primary listing on the Exchange | |||||||||||||
| 1). | Date of the resolution granting the repurchase mandate | |||||||||||||
| 2). | Total number of shares which the issuer is authorised to repurchase under the repurchase mandate | |||||||||||||
| 3). | Number of shares repurchased on the Exchange or another stock exchange under the repurchase mandate | (a) | ||||||||||||
| 4). | As a % of number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate | % | ||||||||||||
| (a) x 100 / number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate |
||||||||||||||
| 5). | Moratorium period for any issue of new shares, or sale or transfer of treasury shares after the share repurchase(s) set out in Part A (Note 2) | Up to | 16 July 2025 | |||||||||||
| Not applicable | ||||||||||||||
| Page 4 of 6 | v 1.3.0 |
FF305
Notes to Section II:
| 1. | Please state whether the repurchase was made on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer. |
| 2. | Subject to the carve-out set out in Main Board Rule 10.06(3)(a)/ GEM Rule 13.12, an issuer may not (i) make a new issue of shares, or a sale or transfer of any treasury shares; or (ii) announce a proposed new issue of shares, or a sale or transfer of any treasury shares, for a period of 30 days after any purchase by it of shares, whether on the Exchange or otherwise, without the prior approval of the Exchange. |
| Page 5 of 6 | v 1.3.0 |
FF305
Section III must also be completed by a listed issuer where it has made a sale of treasury shares on the Exchange or any other stock exchange on which the issuer is listed which is discloseable under Main Board Rule 10.06B / GEM Rule 13.14B.
| Report of on-market sale of treasury shares | Not applicable |
| Submitted by: | Xin Fan |
|||
| (Name) | ||||
| Title: | Joint Company Secretary |
|||
| (Director, Secretary or other Duly Authorised Officer) | ||||
| Page 6 of 6 | v 1.3.0 |