Bilibili Inc 6-K, filed Jan 12, 2023
Bilibili Inc. (BILI)
About this 6-K
Bilibili Inc filed this 6-K on January 12, 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 January 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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Exhibit Index
Exhibit 99.1– Next Day Disclosure Return dated January 12, 2023
Exhibit 99.2– Announcement on The Stock Exchange of Hong Kong Limited Regarding Completion of Issuance of New Class Z Ordinary Shares under The General Mandate, dated January 12, 2023
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: January 12, 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: | 12 January 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. Type of shares | WVR ordinary shares | Class of shares | Other class (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) 31 December 2022 |
310,864,471 | |||||||||||||||||||
| 1). Placing/Subscription |
15,344,000 | 3.89 | % | USD | 26.65 | HKD | 217.6 | -3.86 | % | |||||||||||
| Placing of American depositary shares of the Company (each representing one Class Z ordinary share of the Company) to investors in the Offering as defined in the announcement of the Company dated January 9, 2023 |
||||||||||||||||||||
| Date of changes 11 January 2023 |
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| Closing balance as at (Note 8) 11 January 2023 |
326,208,471 | |||||||||||||||||||
| Remarks: | Please refer to the Company’s announcement dated January 9, 2023 in respect of the issuance of new Class Z ordinary shares underlying American depositary shares under the general mandate for details. For illustrative purpose only, conversions of US$ to HK$ are based on the exchange rate of US$1.00 = HK$7.8498. |
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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.
This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company. This announcement does not constitute a prospectus, offering circular, notice, circular, brochure or advertisement offering to sell any securities of the Company to the public in Hong Kong or any other jurisdiction, nor is it an invitation to the public to make offers to subscribe for or purchase any securities of the Company, nor is it calculated to invite offers by the public to subscribe for or purchase any securities of the Company. This announcement must not be regarded as an inducement to subscribe for or purchase any securities of the Company, and no such inducement is intended. Neither the Company nor its sales agents nor any of their respective affiliates and advisers is offering, or is soliciting offers to buy, any securities of the Company in Hong Kong or any other jurisdiction through the publication of this announcement.
Bilibili Inc.
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Code: 9626)
COMPLETION OF
ISSUANCE OF NEW CLASS Z ORDINARY SHARES UNDER THE GENERAL MANDATE
Reference is made to the announcement (the “Announcement”) of Bilibili Inc. (the “Company”) dated January 9, 2023, in respect of the issuance of new Class Z Ordinary Shares under the General Mandate. Unless otherwise defined, capitalized terms shall have the meaning ascribed to them in the Announcement.
The Board is pleased to announce that all the conditions of the Offering have been fulfilled and the completion of the Offering took place on January 11, 2023 (U.S. Eastern Time). An aggregate of 15,344,000 ADSs have been successfully placed by the Underwriter to not fewer than six Placees at the Offer Price of US$26.65 per ADS. To the best of the knowledge, information and belief of the Directors and the Underwriter, the Placees and the ultimate beneficial owners of the Placees are Independent Third Parties. The Listing Shares were issued under the General Mandate.
The amount of net proceeds from the Offering (after deducting the selling commission) is approximately US$399.9 million and the amount of net proceeds from the Offering (after deducting all applicable costs and expenses including but not limited to selling commission) is approximately US$396.9 million.
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The Company expects to complete the exchange of an aggregate principal amount of US$384.8 million of the Exchange Notes to be purchased by the Underwriter and its applicable affiliate(s), as duly engaged and authorized by the Company, from the holders of such Exchange Notes in the Notes Purchase shortly thereafter. The Purchase Price of approximately US$331.2 million in the Notes Purchase will be funded by the net proceeds from the Offering.
The Company plans to use the Remaining Proceeds in the amount of US$68.8 million to replenish its cash reserve after its repurchases of certain convertible senior notes in the fourth quarter of 2022 and for its other working capital purposes. For further details in relation to the use of proceeds, please refer to the Announcement.
| By order of the Board |
| Bilibili Inc. Rui Chen Chairman |
Hong Kong, January 12, 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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