Bilibili Inc 6-K, filed Sep 25, 2026

About this 6-K

Bilibili Inc. (BILI)

6-K 2026-09-25 For: 2026-09-25

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Added on September 25, 2026

Name of Director
or chief executive

Nature of interest

Approximate % of
equity interest in
associated
corporation

Mr. Rui Chen

Interest in controlled corporation

Interest in controlled corporation

Bilibili Inc filed this 6-K on September 25, 2026.

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BILIBILI INC.

By	:	/s/ Xin Fan
Name	:	Xin Fan
Title	:	Chief Financial Officer



DEFINITIONS			1

LETTER FROM THE BOARD			6

LETTER FROM THE INDEPENDENT BOARD COMMITTEE			20

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER			21

APPENDIX I — FINANCIAL INFORMATION OF THE GROUP			47

APPENDIX II — GENERAL INFORMATION OF THE GROUP			50

NOTICE OF EXTRAORDINARY GENERAL MEETING			61



“acting in concert”		has the meaning ascribed to it under the Takeovers Code

“ADS(s)”		American Depositary Shares (each representing one Class Z Ordinary Share)

“ADS Record Date”		September 30, 2026, New York time

“Announcements”		the Initial Announcement and the Pricing Announcement

“Articles of Association”		the ninth amended and restated memorandum of association andarticles of association of the Company adopted on June 17, 2026, as amended from time to time

“associate(s)”		has the meaning ascribed to it under the Listing Rules

“Board”		the board of directors of the Company

“Bulk Issuance Shares”		Class Z Ordinary Shares that are reserved for future issuance uponthe exercise or vesting of awards granted under the Company’s share incentive plans

“Business Day”		means a day (excluding Saturdays, Sundays and public holidays) on which the Stock Exchange is generally open for transaction of business and banks are generally open for business in Hong Kong and New York City

“Buybacks Code”		the Hong Kong Code on Share Buy-backs

“China” or “the PRC”		the People’s Republic of China, and for the purposes of this circular only, except where the context requires otherwise, references to China or the PRC exclude Hong Kong, the Macao Special Administrative Region of the People’s Republic of China and Taiwan

“China Literature”		China Literature Limited (閱文集團), an exempted company incorporated in the Cayman Islands with limited liability on April 22, 2013, whose shares are listed on the Main Board of the Stock Exchange (HKEX: 772), and a subsidiary of Tencent

“Class Y Ordinary Shares”		Class Y 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 Y ordinary share is entitled to 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 a holder of a Class Z ordinary share one vote per Share on any resolution tabled at the Company’s general meeting

“close associate(s)”		has the meaning ascribed to it under the Listing Rules

“Company”, “we”, “us”, or “our”		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

“Concurrent Equity Placement”		the Concurrent Delta Offering and the Tencent Secondary Placement

“Concurrent Repurchases”		the Concurrent Delta Repurchase and the Concurrent Tencent Repurchase

“Concurrent Tencent Repurchase”		the proposed repurchase by the Company of a portion of the existing Class Z Ordinary Shares and ADSs held by Tencent (through Huang River and Tencent Mobility), for US$200 million at the Reference Price pursuant to and subject to the terms and conditions set forth in the Tencent Subscription and Repurchase Agreement

“Conversion Shares”		Class Z Ordinary Shares deliverable upon conversion of the Notes

“Director(s)”		the director(s) of the Company

“Disinterested Shareholders”		Shareholder(s) other than Tencent Mobility, Huang River and China Literature (which are subsidiaries of Tencent and hold Shares and/or ADSs), persons acting in concert with any of them, and Shareholders who have a material interest in the Concurrent Tencent Repurchase which is different from the interests of all other Shareholders

“EGM”		an extraordinary general meeting of the Company to be held at Building 3, Guozheng Center, No. 485 Zhengli Road, Yangpu District, Shanghai, People’s Republic of China, on October 28, 2026 at 4:30 p.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 61 to 62 of this circular, or adjournment thereof

“Executive”		the Executive Director of the Corporate Finance Division of the SFC from time to time or any delegate of the Executive Director

“Group”		the Company, its subsidiaries and consolidated affiliated entities from time to time

“HK$”		Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong”		Hong Kong Special Administrative Region of the PRC



“Huang River”		Huang River Investment Limited, a company incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of Tencent

“Independent Board Committee”		the independent committee of the Board comprising all the independent Directors, namely, Mr. JP Gan, Mr. Eric He, Mr. Feng Li and Mr. Guoqi Ding

“Independent Financial Adviser” or “Gram Capital”		Gram Capital Limited, a licensed corporation to carry out Type 6 (advising on corporate finance) regulated activity under the SFO, being the independent financial adviser to advise the Independent Board Committee and the Disinterested Shareholders in respect of the Concurrent Tencent Repurchase

“Initial Announcement”		the announcement of the Company dated September 4, 2026 in relation to the proposed Notes Offerings, Concurrent Equity Placement and Concurrent Repurchases

“Initial Purchasers”		Goldman Sachs (Asia) L.L.C. and Morgan Stanley Asia Limited, as representatives of the initial purchasers of the Notes

“Latest Practicable Date”		September 22, 2026, being the latest practicable date for ascertaining certain information before the publication of this circular

“Listing Rules”		the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time

“Long Stop Date”		means the date falling 100 days after the date of the Tencent Subscription and Repurchase Agreement (i.e. December 13, 2026) or such other date as the parties thereto may agree in writing

“Nasdaq”		Nasdaq Global Select Market

“Noteholder(s)”		holder(s) of the Notes

“Rule 10.06(3)(a) Approval”		the Stock Exchange’s approval under Rule 10.06(3)(a) of the Listing Rules

“Rule 2 Approval”		approval by the Executive of the Concurrent Tencent Repurchase under Rule 2 of the Buybacks Code, subject to the conditions provided thereunder

“Rule 7 Waiver”		a waiver from strict compliance with Rule 7 of the Buybacks Code

“Pricing Announcement”		the announcement of the Company dated September 4, 2026 in relation to the pricing of the Notes Offerings, Concurrent Equity Placement and Concurrent Repurchases



“Reference Price”		the offering price of the Concurrent Equity Placement determined through the bookbuilding process, i.e. HK$115.38

“Relevant Period”		the period commencing on the date which is 6 months prior to the date of the Initial Announcement (i.e. March 4, 2026) up to and including the Latest Practicable Date

“Reserved Matters”		those matters or resolutions with respect to which each Share is entitled to one vote at general meetings of the Company pursuant to Rule 8A.24 of the Listing Rules, being: (i) any amendment to the memorandum or articles of association of the Company, including the variation of the rights attached to any class of shares, (ii) the appointment, election or removal of any independent director, (iii) the appointment or removal of the Company’s auditors, and (iv) the voluntary liquidation or winding-up of the Company

“RMB”		Renminbi, the lawful currency of the PRC

“SEC”		U.S. Securities and Exchange Commission

“Securities Act”		the United States Securities Act of 1933, as amended

“SFC”		Securities and Futures Commission of Hong Kong

“SFO”		Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

“Shares”		the Class Y Ordinary Shares and/or Class Z Ordinary Shares in the share capital of the Company, as the context so requires. In this circular, unless otherwise specified, references to “issued Shares” exclude Bulk Issuance Shares and treasury shares (if any)

“Shareholder(s)”		the holder(s) of the Share(s), and where the context requires, ADSs

“Stock Exchange”		The Stock Exchange of Hong Kong Limited

“subsidiary” or “subsidiaries”		has the meaning ascribed to it in the Listing Rules

“substantial shareholder”		has the meaning ascribed to it in the Listing Rules

“Takeovers Code”		the Codes on Takeovers and Mergers and Share Buy-backs issued by the SFC, as amended from time to time

“Tencent”		Tencent Holdings Limited, a limited liability company organised and existing under the laws of the Cayman Islands and the shares of which are listed on the Stock Exchange (stock code: 00700 (HKD Counter) and 80700 (RMB Counter))



“Tencent Mobility”		Tencent Mobility Limited, a company limited by shares incorporated under the laws of Hong Kong and a wholly-owned subsidiary of Tencent

“Tencent Subscription and Repurchase Agreement”		the notes subscription and share repurchase agreement executed by the Company, Huang River and Tencent Mobility on September 4, 2026 in respect of the Tencent Notes Subscription and the Concurrent Tencent Repurchase

“treasury shares”		has the meaning ascribed to it under the Listing Rules

“U.S.”		the United States of America, its territories, its possessions and all areas subject to its jurisdiction

“U.S. GAAP”		accounting principles generally accepted in the United States of America

“US$”		U.S. dollars, the lawful currency of the U.S.

“WVR”		weighted voting rights

“WVR Beneficiary(ies)”		has the meaning ascribed thereto under the Listing Rules and unless the context otherwise requires, refers to Mr. Rui Chen, Ms. Ni Li and Mr. Yi Xu, being the holders of Class Y Ordinary Shares

“%”		percent


*Directors*		*Registered office*
Mr. Rui Chen (Chairman and Chief Executive Officer)		190 Elgin Avenue
Ms. Ni Li		George Town
Mr. Yi Xu		Grand Cayman KY1-9008
		Cayman Islands

*Independent Directors*
Mr. JP Gan		*Principal Executive Office of* *Main Operations*
Mr. Eric He		*Principal Executive Office of* *Main Operations*
Mr. Feng Li		Building 3, Guozheng Center
Mr. Guoqi Ding		No. 485 Zhengli Road
		Yangpu District
		Shanghai
		People’s Republic of China

		*Address in Hong Kong*
		Suite 603, 6/F, Laws Commercial Plaza
		788 Cheung Sha Wan Road
		Kowloon
		Hong Kong
		September 25, 2026



Date:		September 4, 2026

Parties:		(a) Huang River (b) Tencent Mobility (together with Huang River, the “Tencent Sellers”) (c) the Company

Effective date:		September 4, 2026

Tencent Notes Subscription:		At the Closing, Huang River agrees to subscribe for and purchase from the Company, and the Company agrees to issue, sell and deliver to Huang River, US$200 million aggregate principal amount of the Notes (the “Aggregate Principal Amount”), free and clear of all encumbrances (except for transfer restrictions set forth in the terms of the Notes as contemplated by the pricing term sheet and as may be required by applicable securities laws), for a subscription price (the “Subscription Price”) equal to the Aggregate Principal Amount. It is the parties’ expectation that the Notes deliverable in the Tencent Notes Subscription will be issued pursuant to the same indenture as, will constitute the same series as, and upon the Closing will be fungible with, the Notes offered and sold in the Marketed Notes Offering.

Concurrent Tencent Repurchase:		At the Closing, (i) Huang River agrees to sell to the Company, and the Company agrees to purchase from Huang River, the 10,954,357 ADSs held by Huang River (represented by the same number of Class Z Ordinary Shares) and (ii) Tencent Mobility agrees to sell to the Company, and the Company agrees to purchase from Tencent Mobility, 2,636,733 Class Z Ordinary Shares (including ADSs representing Class Z Ordinary Shares) (the “Sale Shares”) for an aggregate purchase price of US$200 million (the “Aggregate Repurchase Price”) at the Reference Price. The Sale Shares, when delivered, shall be free from any encumbrance (provided that any “restricted security” status of the Sale Shares within the meaning of Rule 144 under the Securities Act shall not be deemed an encumbrance), fully paid (in the case of Class Z Ordinary Shares) and with all rights attached or accruing to them on and from the Closing.



Conditions precedent to Closing:		The obligations of the Company and the Tencent Sellers to consummate the Closing are subject to the satisfaction of each of the following conditions, unless otherwise waived in writing by the parties, provided that each of the conditions under (a) to (d) below cannot be waived:

		(a) the resolutions approving the Concurrent Tencent Repurchase shall have been passed at the EGM by at least three-fourths of the votes cast on a poll by the Disinterested Shareholders;

		(b) the Rule 10.06(3)(a) Approval, the Rule 7 Waiver and the Rule 2 Approval shall have been granted and not withdrawn;

		(c) the Marketed Notes Offering in the aggregate principal amount of US$500 million shall have been completed; and

		(d) the consummation of the Tencent Notes Subscription and the Concurrent Tencent Repurchase shall take place concurrently at the Closing.

		The obligation of each Tencent Seller to consummate the Closing is subject to the satisfaction of each of the following further conditions, unless otherwise waived in writing by such Tencent Seller:

		(a) representations and warranties of the Company shall be true and correct in all respects or in all material respects (as applicable) as of the date of the agreement and as of the Closing Date (defined below);

		(b) the Company shall have performed and complied in all material respects with all of its obligations, agreements, and covenants contained in the agreement that are required to be performed or complied with on or before the Closing, and shall not be in breach of or default under any such obligations, agreements, or covenants; and

		(c) the Notes deliverable in the Tencent Notes Subscription shall be issued pursuant to the same indenture as, shall constitute the same series as, and upon the Closing shall be fungible with, the Notes offered and sold in the Marketed Notes Offering.

		The obligation of the Company to consummate the Closing is subject to the satisfaction of each of the following further conditions, unless otherwise waived in writing by the Company:

		(a) representations and warranties of each Tencent Seller shall be true and correct in all material respects as of the date of the agreement and as of the Closing Date; and

		(b) each Tencent Seller shall have performed and complied in all material respects with all of its obligations, agreements, and covenants contained in the agreement that are required to be performed or complied with on or before the Closing, and shall not be in breach of or default under any such obligations, agreements, or covenants.


	As at the Latest Practicable Date									Immediately after the Concurrent Tencent Repurchase and completion of the Tencent Notes Subscription, assuming no conversion of the Notes									Immediately after the Concurrent Tencent Repurchase, completion of the Tencent Notes Subscription and Rule 8A.15 Adjustment resulting from the cancellation of Repurchased Shares under the Concurrent Tencent Repurchase, assuming no conversion of the Notes							Immediately after the Concurrent Tencent Repurchase, completion of the Tencent Notes Subscription, Rule 8A.15 Adjustment resulting from the cancellation of Repurchased Shares under the Concurrent Tencent Repurchase and the full conversion of the Notes at the initial Conversion Price
	Number and class of Shares⁽¹⁾⁽²⁾			Approx. % of beneficial ownership⁽¹⁾			Approx. % of voting power⁽¹⁾			Number and class of Shares⁽³⁾⁽⁴⁾			Approx. % of beneficial ownership⁽⁴⁾			Approx. % of voting power⁽⁴⁾			Number and class of Share⁽³⁾⁽⁵⁾	Approx. % of beneficial ownership⁽⁴⁾⁽⁵⁾			Approx. % of voting power⁽⁴⁾⁽⁵⁾			Number and class of Shares⁽³⁾⁽⁵⁾			Approx. % of beneficial ownership⁽⁴⁾⁽⁵⁾			Approx. % of voting power⁽⁴⁾⁽⁵⁾
Shareholder
Mr. Rui Chen (including his associates)⁽⁷⁾		47,253,464 Class Y Ordinary Shares			11.5	%		42.3	%		47,253,464 Class Y Ordinary Shares			11.9	%		42.8	%	45,694,786 Class Y Ordinary Shares		11.5	%		42.3	%		45,694,786 Class Y Ordinary Shares			10.5	%		40.9	%
		779,338 Class Z Ordinary Shares			0.2	%		0.1	%		779,338 Class Z Ordinary Shares			0.2	%		0.1	%	2,338,016 Class Z Ordinary Shares		0.6	%		0.2	%		2,338,016 Class Z Ordinary Shares			0.5	%		0.2	%
Ms. Ni Li (including her associates)⁽⁷⁾		7,083,179 Class Y Ordinary Shares			1.7	%		6.3	%		7,083,179 Class Y Ordinary Shares			1.8	%		6.4	%	6,849,537 Class Y Ordinary Shares		1.7	%		6.3	%		6,849,537 Class Y Ordinary Shares			1.6	%		6.1	%
		116,821 Class Z Ordinary Shares			0.0	%		0.0	%		116,821 Class Z Ordinary Shares			0.0	%		0.0	%	350,463 Class Z Ordinary Shares		0.1	%		0.0	%		350,463 Class Z Ordinary Shares			0.1	%		0.0	%
Mr. Yi Xu (including his associates)⁽⁷⁾		24,070,225 Class Y Ordinary Shares			5.8	%		21.5	%		24,070,225 Class Y Ordinary Shares			6.0	%		21.8	%	23,276,257 Class Y Ordinary Shares		5.8	%		21.5	%		23,276,257 Class Y Ordinary Shares			5.4	%		20.9	%
		3,341,983 Class Z Ordinary Shares	⁽⁸⁾		0.8	%		0.3	%		3,341,983 Class Z Ordinary Shares	⁽⁸⁾		0.8	%		0.3	%	4,135,951 Class Z Ordinary Shares⁽⁸⁾		1.0	%		0.4	%		4,135,951 Class Z Ordinary Shares	⁽⁸⁾		1.0	%		0.4	%
Holder(s) of the Conversion Shares (other than Tencent)		—			—			—			—			—			—		—		—			—			25,168,700 Class Z Ordinary Shares			5.8	%		2.3	%
Tencent (including its subsidiaries)		13,639,108 Class Z Ordinary Shares	⁽⁶⁾		3.3	%		1.2	%		48,018 Class Z Ordinary Shares	⁽⁶⁾		0.0	%		0.0	%	48,018 Class Z Ordinary Shares⁽⁶⁾		0.0	%		0.0	%		10,115,498 Class Z Ordinary Shares	⁽⁶⁾		2.3	%		0.9	%
Other Shareholders		315,748,427 Class Z Ordinary Shares			76.6	%		28.2	%		315,748,427 Class Z Ordinary Shares			79.2	%		28.6	%	315,748,427 Class Z Ordinary Shares		79.2	%		29.2	%		315,748,427 Class Z Ordinary Shares			72.8	%		28.3	%
Repurchased Shares⁽¹⁾		6,795,540 Class Z Ordinary Shares			—			—			20,386,630 Class Z Ordinary Shares			—			—		20,386,630 Class Z Ordinary Shares		—			—			20,386,630 Class Z Ordinary Shares			—			—
Total (excluding treasury shares)		412,032,545 Shares			100	%		100	%		398,441,455 Shares			100	%		100	%	398,441,455 Shares		100	%		100	%		433,677,635 Shares			100	%		100	%


				Room 1209, 12/F. Nan Fung Tower 88 Connaught Road Central/ 173 Des Voeux Road Central Hong Kong

				25 September 2026


	For the six months ended 30 June 2026 (“1H2026”)			For the six months ended 30 June 2025 (“1H2025”)			Year on year change			For the year ended 31 December 2025 (“FY2025”)			For the year ended 31 December 2024 (“FY2024”)			Year on year change
		RMB’000 (unaudited	)		RMB’000 (unaudited	)		%			RMB’000 (audited	)		RMB’000 (audited	)		%
Net Revenues		15,411,958			14,340,938			7.47			30,347,766			26,831,525			13.10
—Value-added services		5,879,900			5,643,936			4.18			11,928,286			10,999,137			8.45
—Advertising		5,719,547			4,446,523			28.63			10,058,430			8,189,175			22.83
—Mobile games		2,914,454			3,343,488			(12.83	)		6,394,638			5,610,323			13.98
—IP derivatives and others		898,057			906,991			(0.99	)		1,966,412			2,032,890			(3.27	)
Gross profit		5,728,196			5,214,944			9.84			11,114,112			8,773,963			26.67
Net profit/(loss) attributable to the Shareholders		553,508			209,900			163.70			1,193,531			(1,346,800	)		N/A


	As at 30 June 2026		As at 31 December 2025		As at 31 December 2024		Change from 31 December 2025 to 30 June 2026			Change from 31 December 2024 to 31 December 2025
	RMB’000 (unaudited)		RMB’000 (audited)		RMB’000 (audited)		%			%
Total assets		42,479,574		41,167,763		32,698,500		3.19			25.90
— Cash and cash equivalents		5,163,796		12,183,538		10,249,382		(57.62	)		18.87
— Time deposits		9,766,542		5,522,327		3,588,475		76.86			53.89
— Accounts receivable		1,681,119		1,268,219		1,226,875		32.56			3.37
— Short-term investments		9,369,368		6,447,197		2,706,535		45.32			138.21
— Long-term investments		4,570,559		4,761,653		3,911,592		(4.01	)		21.73
— Intangible assets		2,893,031		3,109,603		3,201,012		(6.96	)		(2.86	)
— Other assets		9,035,159		7,875,226		7,814,629		14.73			0.78


	As at 30 June 2026		As at 31 December 2025		As at 31 December 2024		Change from 31 December 2025 to 30 June 2026			Change from 31 December 2024 to 31 December 2025
	RMB’000 (unaudited)		RMB’000 (audited)		RMB’000 (audited)		%			%
Total liabilities		26,565,453		25,619,200		18,594,587		3.69			37.78
— Loans and borrowings		9,514,290		9,636,717		4,835,989		(1.27	)		99.27
— Accounts payable		6,283,459		5,497,415		4,801,416		14.30			14.50
— Deferred revenue		4,636,240		4,661,863		3,802,307		(0.55	)		22.61
— Other liabilities		6,131,464		5,823,205		5,154,875		5.29			12.97
Net assets		15,914,121		15,548,563		14,103,913		2.35			10.24
Net assets attributable to the Shareholders		15,951,277		15,573,282		14,108,397		2.43			10.38


	December	December	December	December	December
	2021	2022	2023	2024	2025
Number of internet users in the PRC (in million)	1,032	1,067	1,092	1,108	1,125
Number of mobile internet users in the PRC (in million)	1,029	1,065	1,091	1,105	1,121
Internet penetration rate in the PRC	73.0%	75.6%	77.5%	78.6%	80.1%


Month	Average daily trading volume of Class Z Ordinary Shares on the Stock Exchange (“SEHK Average Volume”)		% of the SEHK Average Volume to total number of Class Z Ordinary Shares in issue (including those underlying the ADSs) as at the end of the month/period		Average daily trading volume of ADSs on the Nasdaq (“Nasdaq Average Volume”)		% of the Nasdaq Average Volume to total number of Class Z Ordinary Shares in issue (including those underlying the ADSs) as at the end of the month/period		% of the SEHK Average Volume and the Nasdaq Average Volume (“Combined Average Volume”) to the total issued Class Z Ordinary Shares (including those underlying the ADSs) as at the end of the month/period		Combined Average Volume to the total issued Class Z Ordinary Shares (including those underlying the ADSs) held by the Other Class Z Ordinary Shareholders
	Number of Class Z Ordinary Shares		%		Number of ADSs		%		%		%
2025
September		6,936,285		2.1		3,740,013		1.1		3.2		3.4
October		5,892,968		1.8		2,791,148		0.8		2.6		2.8
November		4,611,172		1.4		2,457,483		0.7		2.1		2.2
December		2,989,484		0.9		1,361,581		0.4		1.3		1.4
2026
January		4,979,730		1.5		3,755,153		1.1		2.6		2.8
February		3,998,891		1.2		1,898,388		0.6		1.8		1.9
March		4,837,293		1.4		2,949,929		0.9		2.3		2.5
April		3,194,766		0.9		1,999,445		0.6		1.5		1.6
May		4,842,937		1.4		4,264,752		1.3		2.7		2.9
June		5,587,498		1.6		2,673,711		0.8		2.4		2.6
July		3,936,403		1.2		2,112,592		0.6		1.8		1.9
August		3,373,710		1.0		2,742,222		0.8		1.8		1.9
September (up to the Latest Practicable Date)		6,778,156		2.0		3,941,863		1.2		3.2		3.4



Date:		4 September 2026

Parties:		(a) Huang River;

		(b) Tencent Mobility; and

		(c) the Company

Effective date:		4 September 2026



Conditions precedent to Closing:		The obligations of the Company and the Tencent Sellers to consummate the Closing are subject to the satisfaction of each of the following conditions, unless otherwise waived in writing by the parties, provided that each of the conditions under (a) to (d) below cannot be waived: (a) the resolutions approving the Concurrent Tencent Repurchase shall have been passed at the EGM by at least three-fourths of the votes cast on a poll by the Disinterested Shareholders; (b) the Rule 10.06(3)(a) Approval, the Rule 7 Waiver and the Rule 2 Approval shall have been granted and not withdrawn; (c) the Marketed Notes Offering in the aggregate principal amount of US$500 million shall have been completed; and (d) the consummation of the Tencent Notes Subscription and the Concurrent Tencent Repurchase shall take place concurrently at the Closing. Details of the respective obligation of each of the Tencent Seller and the Company are set out under the section headed “3. THE TENCENT NOTES SUBSCRIPTION AND CONCURRENT TENCENT REPURCHASE” of the Board Letter.

Payment of consideration:		At the Closing, the Subscription Price payable by Huang River to the Company and the Aggregate Repurchase Price payable by the Company to the Tencent Sellers shall be satisfied and discharged solely by way of a multilateral set-off among the Company, Huang River and Tencent Mobility. Each Tencent Seller irrevocably directs and authorizes the Company to apply and set off the portion of the Aggregate Repurchase Price payable to such Tencent Seller in or towards satisfaction and discharge of the Subscription Price payable by Huang River to the Company, and Huang River irrevocably directs and authorizes the Company to apply and set off the Subscription Price in or towards satisfaction and discharge of the Aggregate Repurchase Price payable by the Company to the Tencent Sellers. Such directions and authorizations are irrevocable and such application and set-off shall take effect automatically on the Closing Date.

Closing:		The concurrent closing of the Tencent Notes Subscription and the Concurrent Tencent Repurchase shall take place on the fifth (5th) Business Day after the satisfaction or, to the extent permissible, waiver by the party(ies) entitled to the benefit of the conditions precedent (other than the conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing), or at such other time or place as the parties may agree in writing.


Company name (Stock code/ticker)	Principal business	Market capitalisation as at the Effective Date *(HK$ million)*		PSR
Kuaishou Technology (1024)	Provision of online marketingservices, live streaming and other services		145,646		0.88

Inkeverse Group Limited (3700)	Provision of value-added service and entertainment content service through operating the matrix of online platforms and providing an internet infrastructure to enable the users to interact through the platforms in the PRC		1,930		0.33

HUYA Inc. (HUYA)	Operation of its own live streaming platforms that enable broadcasters and viewers to interact with each other		3,742		0.51

DouYu International Holdings Limited (DOYU)	Provision of wide range of game- centric integrated content through the operation of its platform		1,029		0.24

iQIYI, Inc. (IQ)	Offering of diverse collection of internet video content through the operation of its platform		6,677		0.21

	Maximum				0.88

	Minimum				0.21

	Average				0.43

	Median				0.33

The Company			50,829		1.38


Company name (stock code)	Date of initial announcement		Premium/ (discount) of the repurchase price over/ to the closing price per share on the last full trading day prior to the publication of the initial announcement in relation to the repurchase proposal %			Premium/ (discount) of the repurchase price over/ to the average closing price per share for the last five last full trading day prior to the publication of the initial announcement in relation to the repurchase proposal %			Premium/ (discount) of the repurchase price over/ to the average closing price per share for the last 30 last full trading day prior to the publication of the initial announcement in relation to the repurchase proposal %			Premium/ (discount) of the repurchase price over/ to the average closing price per share for the last 90 last full trading day prior to the publication of the initial announcement in relation to the repurchase proposal %			Premium/ (discount) of the repurchase price over/ to the average closing price per share for the last 180 last full trading day prior to the publication of the initial announcement in relation to the repurchase proposal %
3SBio Inc. (1530)		13 December 2021		Nil			0.62			(1.17	)		(8.26	)		(12.98	)
The Bank of East Asia, Limited (23)		28 January 2022		(7.2	)		(6.89	)		(0.33	)		(2.67	)		(9.86	)
KPa-BM Holdings Limited (2663)		6 December 2022		(9.3	)		(9.33	)		(6.21	)		(10.64	)		(16.84	)
Dongyue Group Limited (189)		24 October 2023		33.0			31.04			22.32			9.42			(4.01	)
Top Education Group Ltd (1752)		7 April 2025		(30.3	)		(27.23	)		(27.76	)		(33.74	)		(34.70	)
Cathay Pacific Airways Limited (293)		5 November 2025		(3.9	)		(3.19	)		0.52			(1.29	)		3.06
		Maximum:		33.0			31.0			22.3			9.4			3.1
		Minimum:		(30.3	)		(27.2	)		(27.8	)		(33.7	)		(34.7	)
		Average:		(3.0	)		(2.5	)		(2.1	)		(7.9	)		(12.6	)
		Median:		(5.6	)		(5.0	)		(0.7	)		(5.5	)		(11.4	)
The Company				(5.0	)		(6.5	)		(15.5	)		(19.1	)		(35.2	)


Company name (stock code)	Date of announcement		Principal amount	Maturity *(Year(s))*		Interest rate per annum *(%)*		Premium/ (discount) of the conversion price over/to closing price per share on the date of agreement in relation to the respective of convertible bonds/notes *(%)*		Premium/ (discount) of the conversion price over/to average closing price per share for the five consecutive days prior to the date of agreement in relation to the respective of convertible bonds/notes *(%)*
Luye Pharma Group Ltd. (2186)		4 June 2026	US$180 million		1.00		5.25		24.9		24.1
MMG Limited (1208)		16 June 2026	US$800 million		1.00		Nil		4.8		21.4
Lenovo Group Limited (992)		18 June 2026	US$2,000 million		7.00		Nil		47.5		55.4
Guming Holdings Limited (1364)		3 July 2026	HK$1,960 million		1.00		Nil		15.5		10.0
Wanguo Gold Group Limited (3939)		19 August 2026	HK$5,500 million		1.00		0.75		20.2		28.9
China Nonferrous Mining Corporation Limited (1258)		27 August 2026	US$300 million		5.00		Nil		29.0		47.0
			Maximum:						47.5		55.4
			Minimum:						4.8		10.0
			Average:						23.6		31.1
			Median:						22.5		26.5
The Notes			US$700 million		5		Nil		28.3		26.2


	For the year ended December 31 RMB thousands									For the six months ended June 30
	2023			2024			2025			2026
Net revenues		22,527,987			26,831,525			30,347,766			15,411,958
Gross profit		5,441,865			8,773,963			11,114,112			5,728,196
(Loss)/Profit before income tax expenses		(4,733,008	)		(1,400,195	)		1,208,086			592,776
Income tax (expense)/benefit		(78,705	)		36,544			(17,145	)		(51,705	)
Net (loss)/profit		(4,811,713	)		(1,363,651	)		1,190,941			541,071
Net (profit)/loss attributable to noncontrolling interests		(10,608	)		16,851			2,590			12,437
Net (loss)/profit attributable to Bilibili Inc.’s shareholders		(4,822,321	)		(1,346,800	)		1,193,531			553,508
Net (loss)/profit per share, basic		(11.67	)		(3.23	)		2.85			1.32
Net (loss)/profit per share, diluted		(11.67	)		(3.23	)		2.74			1.25
Net (loss)/profit per ADS, basic		(11.67	)		(3.23	)		2.85			1.32
Net (loss)/profit per ADS, diluted		(11.67	)		(3.23	)		2.74			1.25


	Closing price per Class Z Ordinary Share
Date	HK$
March 31, 2026		170.7
April 30, 2026		168.2
May 29, 2026		136.3
June 30, 2026		131.7
July 31, 2026		147.7
August 31, 2026		129.1
September 3, 2026 (the last business day before the date of the Initial Announcement)		119.7
September 22, 2026 (the Latest Practicable Date)		118.5


Number	Description of Shares		Approximate aggregate nominal value of shares
100,000,000		Class Y Ordinary Shares	US$	10,000
9,800,000,000		Class Z Ordinary Shares	US$	980,000
100,000,000		Undesignated	US$	10,000
Total			US$	1,000,000


Interest in our Shares

Name of Director or chief executive	Nature of interest	Number and class of Share⁽⁵⁾	Approximate % of interest in each class of Shares⁽¹⁾

Mr. Rui Chen⁽²⁾	Founder of a discretionary trust who can influence how the trustee exercises his discretion	48,032,802 Class Y Ordinary Shares (L)	60.27%
	Beneficial owner	9,412,000 Class Z	2.78%
		Ordinary Shares (L)

Ms. Ni Li⁽³⁾	Founder of a discretionary trust	7,200,000 Class Y	9.03%
	who can influence how the	Ordinary Shares (L)
	trustee exercises his discretion
	Beneficial owner	7,412,000 Class Z	2.19%
		Ordinary Shares (L)

Mr. Yi Xu⁽⁴⁾	Founder of a discretionary trust	24,467,208 Class Y	30.70%
	who can influence how the	Ordinary Shares (L)
	trustee exercises his discretion
	Founder of a discretionary trust	2,900,000 Class Z	0.86%
	who can influence how the	Ordinary Shares (L)
	trustee exercises his discretion
	Founder of a discretionary trust	2,900,000 Class Z	0.86%
	who can influence how the	Ordinary Shares (S)
	trustee exercises his discretion
	Beneficial owner	45,000 Class Z	0.01%
		Ordinary Shares (L)

Mr. JP Gan	Beneficial owner	189,911 Class Z	0.06%
		Ordinary Shares (L)
	Founder of a discretionary trust	37,500 Class Z	0.01%
	who can influence how the	Ordinary Shares (L)
	trustee exercises his discretion
	Interest in controlled corporation	69,700 Class Z	0.02%
		Ordinary Shares (L)

Mr. Eric He	Beneficial owner	182,411 Class Z	0.05%
		Ordinary Shares (L)


Name of substantial Shareholder	Capacity/Nature of interest	Number of Shares⁽¹⁵⁾			Approximate % of interest in each class of Shares
*Class Y Ordinary Shares*
Vanship Limited⁽³⁾	Beneficial owner		48,032,802	(L)		60.27	%⁽¹⁾
Kami Sama Limited⁽⁴⁾	Beneficial owner		24,467,208	(L)		30.70	%⁽¹⁾
Saber Lily Limited⁽⁵⁾	Beneficial owner		7,200,000	(L)		9.03	%⁽¹⁾

*Class Z Ordinary Shares*
JPMorgan Chase & Co.⁽⁶⁾	Beneficial owner/Investment manager/Person having a security interest in shares/ Trustee/Approved lending agent		68,337,372 40,965,313 14,387,206	(L) (S) (P)		19.79 11.86 4.17	%⁽²⁾ %⁽²⁾ %⁽²⁾
Deutsche Bank Aktiengesellschaft⁽⁷⁾	Depositary/Investment manager		65,700,412 64,982,060	(L) (S)		19.03 18.82	%⁽²⁾ %⁽²⁾
The Goldman Sachs Group, Inc.⁽⁸⁾	Interest of controlled corporation		29,761,127 11,153,376	(L) (S)		8.62 3.23	%⁽²⁾ %⁽²⁾
UBS Group AG⁽⁹⁾	Interest of controlled corporation		22,236,066	(L)		6.56	%⁽¹⁾
			6,773,427	(S)		2.00	%⁽¹⁾
Tencent⁽¹⁰⁾	Interest of controlled corporation		23,706,588	(L)		6.86	%⁽²⁾
Morgan Stanley⁽¹¹⁾	Interest of controlled corporation		22,940,452	(L)		6.76	%⁽¹⁾
			17,051,376	(S)		5.03	%⁽¹⁾
Citigroup Inc.⁽¹²⁾	Approved lending agent/		22,332,857	(L)		6.47	%⁽²⁾
	Interest of controlled corporation		3,949,207	(S)		1.14	%⁽²⁾
			17,646,748	(P)		5.11	%⁽²⁾
BNP PARIBAS SA⁽¹³⁾	Interest of controlled corporation		22,181,141	(L)		6.42	%⁽²⁾
			8,261,981	(S)		2.39	%⁽²⁾
Norges Bank	Beneficial owner		23,140,224	(L)		6.70	%⁽²⁾
BlackRock, Inc.⁽¹⁴⁾	Interest of controlled corporation		21,151,901	(L)		6.13	%⁽²⁾
			2,678,317	(S)		0.78	%⁽²⁾


Name		Qualification
Gram Capital Limited		a licensed corporation to carry out Type 6 (advising on corporate finance) regulated activity under the SFO


		By order of the Board
		Bilibili Inc.
		Rui Chen
		Chairman