Bilibili Inc 6-K, filed Jul 5, 2024
Bilibili Inc. (BILI)
About this 6-K
Bilibili Inc filed this 6-K on July 5, 2024.
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 July 2024
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 ☐
Explanatory Note
We submitted with The Stock Exchange of Hong Kong Limited a monthly return form dated July 5, 2024 in relation to the movements in our authorized share capital and issued shares in June 2024, attached as Exhibit 99.1 to this current report on Form 6-K.
Exhibit Index
Exhibit 99.1 – Monthly Return with The Stock Exchange of Hong Kong Limited – Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities
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: July 5, 2024
Exhibit 99.1
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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 June 2024 | Status: | New Submission | |||
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| To : Hong Kong Exchanges and Clearing Limited | ||||||
| Name of Issuer: | Bilibili Inc. | |||||
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| Date Submitted: | 05 July 2024 | |||||
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I. Movements in Authorised / Registered Share Capital
| 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 | |||||||||
| 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 | |||||||||
| 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 | |||||||
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| 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 | |||||||||
| 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
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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 | |||||||||||
| 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 | |||||||||||
| Number of issued shares (excluding treasury shares) |
Number of treasury shares | Total number of issued shares | ||||
| Balance at close of preceding month | 329,279,765 | 0 | 329,279,765 | |||
| Increase / decrease (-) | 1,140,152 | 0 | ||||
| Balance at close of the month | 330,419,917 | 0 | 330,419,917 |
Remarks:
The balance of Class Z ordinary shares excludes 7,126,386 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.
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III. Details of Movements in Issued Shares and/or Treasury Shares
(A). Share Options (under Share Option Schemes of the Issuer)
| 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 | ||||||||||||||||||||||
| 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 |
16,062,904 | Exercised - new shares involved | -845,902 | 15,145,713 | 845,902 | 0 | 15,145,713 | ||||||||||||||||||
| Cancelled | -71,289 | |||||||||||||||||||||||||
| General Meeting approval date (if applicable) |
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| 2). |
Global Share Incentive Plan - options |
396,750 | Exercised - new shares involved | -294,250 | 102,500 | 294,250 | 0 | 102,500 | ||||||||||||||||||
| General Meeting approval date (if applicable) |
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| Increase in issued shares (excluding treasury shares): | 1,140,152 | 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 114.02 | |||||||||||||||||||||||
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.
(B). Warrants to Issue Shares of the Issuer Not applicable
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(C). Convertibles (i.e. Convertible into Shares of the Issuer)
| 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 | ||||||||||||||
| 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 |
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| Stock code of the Convertibles (if listed on the Exchange) (Note 1)
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| Subscription/Conversion price | USD 24.75 |
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| General Meeting approval date (if applicable) |
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| 2). | 2027 Notes - US$800 million convertible senior notes | USD | 92,000 | 92,000 | 0 | 0 | 2,260 | |||||||||||||
| Type of the Convertibles | Bond/Notes |
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| Stock code of the Convertibles (if listed on the Exchange) (Note 1) |
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| Subscription/Conversion price | USD 40.73 |
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| General Meeting approval date (if applicable) |
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| 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 |
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| Stock code of the Convertibles (if listed on the Exchange) (Note 1) |
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| Subscription/Conversion price | USD 93.97 |
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| 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) | ||||||||||||||||||
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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)
| 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 | ||||||||||||
| 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 | 15,115,505 | ||||||||||||
| Increase in issued shares (excluding treasury shares): | 0 | WVR ordinary shares Class Z (DD1) | ||||||||||||||
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| Decrease in treasury shares: | 0 | WVR ordinary shares Class Z (DD2) | ||||||||||||||
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Remarks:
| (1) The amended 2018 Share Incentive Plan (before its amendment and restated 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 30 June 2024, 236,183 restricted share units have been cancelled. (3) The Company granted 4,096,417 restricted share units on June 27, 2024. For details, please refer to the announcement of the Company dated June 27, 2024. |
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(E). Other Movements in Issued Shares and/or Treasury Shares Not applicable
| Total increase/ decrease (-) in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1): | 1,140,152 | WVR ordinary shares Class Z | ||||
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| 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 | ||||
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| Total increase/ decrease (-) in treasury shares during the month (i.e. Total of AA2 to EE2): | 0 | WVR ordinary shares Class Z | ||||
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| Total increase/ decrease (-) in treasury shares during the month (i.e. Total of AA2 to EE2): | 0 | WVR ordinary shares Class Z | ||||
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| IV. Information about Hong Kong Depositary Receipt (HDR) Not applicable |
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V. Confirmations
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. |
| Submitted by: | Xin Fan |
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| Title: | Joint Company Secretary |
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| (Director, Secretary or other Duly Authorised Officer) | ||||
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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. |
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