Bilibili Inc 6-K, filed Dec 29, 2023
Bilibili Inc. (BILI)
About this 6-K
Bilibili Inc filed this 6-K on December 29, 2023.
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 December 2023
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 December 29, 2023 | ||
| Exhibit 99.2 | – | Announcement with The Stock Exchange of Hong Kong Limited – Grant of Restricted Share Units | ||
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: December 29, 2023
Exhibit 99.1
FF304
Next Day Disclosure Return
(Equity issuer - changes in issued share capital and/or share buybacks)
| Instrument: | Equity issuer | Status: | New Submission | |||
| Name of Issuer: | Bilibili Inc. | |||||
| Date Submitted: | 29 December 2023 |
Section I must be completed by a listed issuer where there has been a change in its issued share capital which is discloseable pursuant to rule 13.25A of the Main Board Rules (the “Main Board Listing Rules”) / rule 17.27A of the GEM Rules (the “GEM Listing Rules”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”)
| Section I | ||||||||||
| 1. Class of shares | WVR ordinary shares | Type of shares | Other type (specify in description) | Listed on SEHK (Note 11) | Yes | |||||
| Stock code (if listed) | 09626 | Description | Class Z | |||||||
| Issues of shares (Notes 6 and 7) |
No. of shares | Issued shares as a % of existing number of issued shares before relevant share issue (Notes 4, 6 and 7) |
Issue price per share (Notes 1 and 7) |
Closing market price per share of the immediately preceding business day (Note 5) |
% discount(-)/ premium of issue price to market price (Note 7) |
|||||||||||||||
| Opening balance as at (Note 2) |
327,845,845 | |||||||||||||||||||
| 1). Issue of shares under share award scheme |
13,750 | 0.0033 | % | USD |
0.0001 |
HKD | 87.3 | -99.99 | % | |||||||||||
| Issue of Class Z ordinary shares upon exercise of share options by eligible participants (other than the directors of the Company) pursuant to the Global Share Incentive Plan - options |
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| Date of changes 04 December 2023 |
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| 2). Issue of shares under share award scheme |
45,433 | 0.011 | % | USD | 0.0001 | HKD | 87.3 | -99.99 | % | |||||||||||
| 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 |
||||||||||||||||||||
| Date of changes 04 December 2023 |
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| 3). Issue of shares under share award scheme |
28,918 | 0.007 | % | USD | 0.0001 | HKD | 88 | -99.99 | % | |||||||||||
| 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 |
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| Date of changes 05 December 2023 |
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| Issues of shares (Notes 6 and 7) |
No. of shares | Issued shares as a % of existing number of issued shares before relevant share issue (Notes 4, 6 and 7) |
Issue price per share (Notes 1 and 7) |
Closing market price per share of the immediately preceding business day (Note 5) |
% discount(-)/ premium of issue price to market price (Note 7) |
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| 4). Issue of shares under share award scheme |
20,000 | 0.0049 | % | USD | 0.0001 | HKD | 88.2 | -99.99 | % | |||||||||||
| Issue of Class Z ordinary shares upon exercise of share options by eligible participants (other than the directors of the Company) pursuant to the Global Share Incentive Plan - options |
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| Date of changes 06 December 2023 |
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| 5). Issue of shares under share award scheme |
28,122 | 0.0068 | % | USD | 0.0001 | HKD | 88.2 | -99.99 | % | |||||||||||
| 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 |
||||||||||||||||||||
| Date of changes 06 December 2023 |
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| 6). Issue of shares under share award scheme |
21,585 | 0.0052 | % | USD | 0.0001 | HKD | 91.85 | -99.99 | % | |||||||||||
| 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 |
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| Date of changes 07 December 2023 |
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| 7). Issue of shares under share award scheme |
5,199 | 0.0013 | % | USD | 0.0001 | HKD | 92.55 | -99.99 | % | |||||||||||
| 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 |
||||||||||||||||||||
| Date of changes 08 December 2023 |
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| 8). Issue of shares under share award scheme |
28,681 | 0.007 | % | USD | 0.0001 | HKD | 93.45 | -99.99 | % | |||||||||||
| 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 |
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| Date of changes 11 December 2023 |
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| Issues of shares (Notes 6 and 7) |
No. of shares | Issued shares as a % of existing number of issued shares before relevant share issue (Notes 4, 6 and 7) |
Issue price per share (Notes 1 and 7) |
Closing market price per share of the immediately preceding business day (Note 5) |
% discount(-)/ premium of issue price to market price (Note 7) |
|||||||||||||||
| 9). Issue of shares under share award scheme |
3,000 | 0.0007 | % | USD | 0.0001 | HKD | 93.1 | -99.99 | % | |||||||||||
| Issue of Class Z ordinary shares upon exercise of share options by eligible participants (other than the directors of the Company) pursuant to the Global Share Incentive Plan - options |
||||||||||||||||||||
| Date of changes 12 December 2023 |
||||||||||||||||||||
| 10). Issue of shares under share award scheme |
5,393 | 0.0013 | % | USD | 0.0001 | HKD | 93.1 | -99.99 | % | |||||||||||
| 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 |
||||||||||||||||||||
| Date of changes 12 December 2023 |
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| 11). Issue of shares under share award scheme |
50,000 | 0.0121 | % | USD | 0.0001 | HKD | 95.9 | -99.99 | % | |||||||||||
| Issue of Class Z ordinary shares upon exercise of share options by eligible participants (other than the directors of the Company) pursuant to the Global Share Incentive Plan - options |
||||||||||||||||||||
| Date of changes 13 December 2023 |
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| 12). Issue of shares under share award scheme |
9,246 | 0.0022 | % | USD | 0.0001 | HKD | 95.9 | -99.99 | % | |||||||||||
| 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 |
||||||||||||||||||||
| Date of changes 13 December 2023 |
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| 13). Issue of shares under share award scheme |
10,075 | 0.0024 | % | USD | 0.0001 | HKD | 95.55 | -99.99 | % | |||||||||||
| 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 |
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| Date of changes 14 December 2023 |
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FF304
| Issues of shares (Notes 6 and 7) |
No. of shares | Issued shares as a % of existing number of issued shares before relevant share issue (Notes 4, 6 and 7) |
Issue price per share (Notes 1 and 7) |
Closing market price per share of the immediately preceding business day (Note 5) |
% discount(-)/ premium of issue price to market price (Note 7) |
|||||||||||||||
| 14). Issue of shares under share award scheme |
16,547 | 0.004 | % | USD | 0.0001 | HKD | 91.35 | -99.99 | % | |||||||||||
| 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 |
||||||||||||||||||||
| Date of changes 15 December 2023 |
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| 15). Issue of shares under share award scheme |
6,000 | 0.0015 | % | USD | 0.0001 | HKD | 95.45 | -99.99 | % | |||||||||||
| 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 |
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| Date of changes 18 December 2023 |
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| 16). Issue of shares under share award scheme |
177 | 0.00004 | % | USD | 0.0001 | HKD | 92.3 | -99.99 | % | |||||||||||
| 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 |
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| Date of changes 19 December 2023 |
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| 17). Issue of shares under share award scheme |
9,049 | 0.0022 | % | USD | 0.0001 | HKD | 88.9 | -99.99 | % | |||||||||||
| 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 |
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| Date of changes 20 December 2023 |
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| 18). Issue of shares under share award scheme |
1,725 | 0.0004 | % | USD | 0.0001 | HKD | 89.75 | -99.99 | % | |||||||||||
| 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 |
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| Date of changes 21 December 2023 |
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FF304
| Issues of shares (Notes 6 and 7) |
No. of shares | Issued shares as a % of existing number of issued shares before relevant share issue (Notes 4, 6 and 7) |
Issue price per share (Notes 1 and 7) |
Closing market price per share of the immediately preceding business day (Note 5) |
% discount(-)/ premium of issue price to market price (Note 7) |
|||||||||||||||
| 19). Issue of shares under share award scheme |
55,335 | 0.0134 | % | USD | 0.0001 | HKD | 88.9 | -99.99 | % | |||||||||||
| Issue of Class Z ordinary shares upon exercise of share options by eligible participants (other than the directors of the Company) pursuant to tmhe 2018 Share Incentive Plan - options |
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| Date of changes 22 December 2023 |
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| 20). Issue of shares under share award scheme |
11,938 | 0.0029 | % | USD | 0.0001 | HKD | 80.3 | -99.99 | % | |||||||||||
| 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 |
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| Date of changes 26 December 2023 |
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| 21). Issue of shares under share award scheme |
3,625 | 0.0009 | % | USD | 0.0001 | HKD | 80.3 | -99.99 | % | |||||||||||
| 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 |
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| Date of changes 27 December 2023 |
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| 22). Issue of shares under share award scheme |
8,750 | 0.0021 | % | USD | 0.0001 | HKD | 85.7 | -99.99 | % | |||||||||||
| Issue of Class Z ordinary shares upon exercise of share options by eligible participants (other than the directors of the Company) pursuant to the Global Share Incentive Plan - options |
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| Date of changes 28 December 2023 |
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FF304
| Issues of shares (Notes 6 and 7) |
No. of shares | Issued shares as a % of existing number of issued shares before relevant share issue (Notes 4, 6 and 7) |
Issue price per share (Notes 1 and 7) |
Closing market price per share of the immediately preceding business day (Note 5) |
% discount(-)/ premium of issue price to market price (Note 7) |
|||||||||||||||
| 23). Issue of shares under share award scheme |
159,777 | 0.0388 | % | USD | 0.0001 | HKD | 85.7 | -99.99 | % | |||||||||||
| 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 |
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| Date of changes 28 December 2023 |
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| 24). Issue of shares under share award scheme |
10,000 | 0.0024 | % | USD | 0 | HKD | 85.7 | -100 | % | |||||||||||
| Issue of Class Z ordinary shares pursuant to vesting of restricted share units granted to eligible participants (other than the directors of the Company) under the 2018 Share Incentive Plan - restricted share units |
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| Date of changes 28 December 2023 |
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| Closing balance as at (Note 8) 28 December 2023 |
328,398,170 | |||||||||||||||||||
| Remarks: | For illustrative purpose only, conversions of US$ to HK$ are based on the exchange rate of US$1.00 = HK$7.81. |
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FF304
We hereby confirm to the best knowledge, information and belief that, in relation to each issue of securities as set out in Section I, it has been duly authorised by the board of directors of the listed issuer and, insofar as applicable:
(Note 9)
| (i) | all money due to the listed issuer in respect of the issue of securities has been received by it; |
| (ii) | all pre-conditions for the listing imposed by the Main Board Listing Rules / GEM Listing 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 10); |
| (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 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; |
| (vii) | completion has taken place of the purchase by the issuer of all property shown in the listing document to have 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. | Where shares have been issued at more than one issue price per share, a weighted average issue price per share should be given. |
| 2. | 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. |
| 3. | Please set out all changes in issued share capital requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of issue. 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. |
| 4. | The percentage change in the number of issued shares of listed issuer is to be calculated by reference to the listed issuer’s total number of shares in issue (excluding for such purpose any shares repurchased or redeemed but not yet cancelled) as it was immediately before the earliest relevant event which has not been disclosed in a Monthly Return or Next Day Disclosure Return. |
| 5. | Where trading in the shares of the listed issuer has been suspended, “closing market price per share of the immediately preceding business day” should be construed as “closing market price per share of the business day on which the shares were last traded”. |
| 6. | In the context of a repurchase of shares: |
| • | “issues of shares” should be construed as “repurchases of shares”; and |
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| • | “issued shares as a % of existing number of shares before relevant share issue” should be construed as “repurchased shares as a % of existing number of shares before relevant share repurchase”. |
| 7. | In the context of a redemption of shares: |
| • | “issues of shares” should be construed as “redemptions of shares”; |
| • | “issued shares as a % of existing number of shares before relevant share issue” should be construed as “redeemed shares as a % of existing number of shares before relevant share redemption”; and |
| • | “issue price per share” should be construed as “redemption price per share”. |
| 8. | The closing balance date is the date of the last relevant event being disclosed. |
| 9. | Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. |
| 10. | “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. |
| 11. | SEHK refers to Stock Exchange of Hong Kong. |
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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).
The issuer has Purchase report or additional information for issuer whose primary listing is on the Exchange ☑ Not applicable
| Submitted by: | Xin Fan | |
| (Name) | ||
| Title: | Joint Company Secretary | |
| (Director, Secretary or other Duly Authorised Officer) | ||
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Exhibit 99.2
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
Bilibili Inc.
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Code: 9626)
GRANT OF RESTRICTED SHARE UNITS
On December 29, 2023, the Company granted an aggregate of 1,444,057 RSUs pursuant to the 2018 Share Incentive Plan to 86 employees of the Company, representing the same number of Class Z Ordinary Shares and approximately 0.35% of the total Shares of the Company (on a one share one vote basis) in issue as at the date of this announcement.
Details of the Grants are as follows:
| Date of grant: |
December 29, 2023 | |
| Aggregate number of RSUs granted: |
1,444,057 | |
| Purchase price of the RSUs granted: |
Nil | |
| Market price of the Class Z Ordinary Shares on the date of the Grants: |
HK$93.60 per Class Z Ordinary Share | |
| Vesting period: |
The RSUs granted shall vest between December 29, 2025 and December 29, 2027. | |
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| Performance targets and clawback mechanism |
There are no additional performance targets attached to the Grants. The Grants are also not subject to any clawback mechanism for the Company to recover the RSUs granted.
The Compensation Committee is of the view that it is not necessary to set any additional performance target and/or clawback mechanism for the Grants. Such arrangement is aligned with the purpose of the 2018 Share Incentive Plan as it increases the Grantees’ loyalty to the Company and incentivizes the Grantees to work towards enhancing the value of the Company and its Shares. | |
The Grants are subject to the terms and conditions of the 2018 Share Incentive Plan and the award agreements entered into between the Company and each of the Grantees.
The RSUs will be satisfied through utilizing the 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.
The Grants would not result in the options and awards granted and to be granted to (i) each individual Grantee in the 12-month period up to and including the date of such Grant in aggregate to exceed 1% of the Shares in issue or (ii) each related entity participant or service provider Grantee in the 12-month period up to and including the date of such Grant in aggregate to exceed 0.1% of the Shares in issue.
None of the Grants is subject to approval by the shareholders of the Company, and none of the Grantees is a Director, chief executive or substantial shareholder (as defined in the Listing Rules) of the Company or an associate (as defined in the Listing Rules) or any of them.
Reasons for and Benefits of the Grants
The purpose of the Grants is to (i) promote the success and enhance the value of the Company by linking the personal interests of the Grantees to those of the Company’s shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to the Company’s shareholders, and (ii) provide flexibility to the Company in its ability to motivate, attract, and retain the services of the Grantees upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent.
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Class Z Ordinary Shares available for grant under the 2018 Share Incentive Plan
The maximum aggregate number of Class Z Ordinary Shares which may be issued pursuant to all awards is 30,673,710, which is 10% of the total number of issued Class Z Ordinary Shares as at October 3, 2022, the date on which the Company’s voluntary conversion of its secondary listing status in Hong Kong to primary listing on the Stock Exchange became effective (excluding Class Z Ordinary Shares underlying awards which have terminated, expired, lapsed or have been forfeited in accordance with the rules of the 2018 Share Incentive Plan). Upon the making of the Grants, the Company may grant further awards representing a total of 19,909,908 Class Z Ordinary Shares pursuant to the 2018 Share Incentive Plan.
The 2018 Share Incentive Plan was adopted before the effective date of the new Chapter 17 of the Listing Rules. The Company has complied and will continue to comply with the new Chapter 17 to the extent required by the transitional arrangements for the existing share schemes.
DEFINITIONS
In this announcement, the following expressions shall have the following meanings unless the context requires otherwise.
| “2018 Share Incentive Plan” | the Company’s 2018 share incentive plan adopted in February 2018 as amended from time to time | |
| “Board” | the board of Directors | |
| “Class Y Ordinary Shares” | Class Y ordinary shares of the share capital of the Company with a par value of US$0.0001 each, giving a holder of a Class Y ordinary share 10 votes per share on any resolution tabled at the Company’s general meeting, subject to Rule 8A.24 of the Listing Rules that requires the Reserved Matters to be voted on a one vote per share basis | |
| “Class Z Ordinary Shares” | Class Z ordinary shares of the share capital of the Company with a par value of US$0.0001 each, conferring weighted voting rights in the Company such that a holder of a Class Z ordinary share is entitled to one vote per share on any resolution tabled at the Company’s general meeting | |
| “Company” | Bilibili Inc., a company incorporated in the Cayman Islands on December 23, 2013 as an exempted company and, where the context requires, its subsidiaries and consolidated affiliated entities from time to time | |
| “Director(s)” | the director(s) of the Company | |
| “Grants” | 1,444,057 RSUs granted to the Grantees in accordance with the 2018 Share Incentive Plan | |
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| “Grantees” | 86 employees of the Company and its subsidiaries who were granted RSUs in accordance with the 2018 Share Incentive Plan | |
| “Listing Rules” | the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended or supplemented from time to time | |
| “Reserved Matters” | those matters resolutions with respect to which each Share is entitled to one vote at general meetings of the Company pursuant to Listing Rule 8A.24, being: (i) any amendment to the Company’s memorandum of association or Articles of Association, including the variation of the rights attached to any class of shares, (ii) the appointment, election or removal of any independent non-executive director, (iii) the appointment or removal of the Company’s auditors, and (iv) the voluntary liquidation or winding-up of the Company | |
| “RSUs” | restricted share units | |
| “Shares” | the Class Y Ordinary Shares and Class Z Ordinary Shares in the share capital of the Company, as the context so requires | |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited | |
| By order of the Board | ||
| Bilibili Inc. | ||
| Rui Chen | ||
| Chairman |
Hong Kong, December 29, 2023
As at the date of this announcement, the Board comprises Mr. Rui CHEN as the chairman, Ms. Ni LI and Mr. Yi XU as Directors, Mr. JP GAN, Mr. Eric HE, Mr. Feng LI and Mr. Guoqi DING as independent Directors.
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