Bilibili Inc 6-K, filed Jul 3, 2023
Bilibili Inc. (BILI)
About this 6-K
Bilibili Inc filed this 6-K on July 3, 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 July 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 ☐
EXPLANATORY NOTE
We made an announcement dated June 30, 2023 with The Stock Exchange of Hong Kong Limited in relation to the poll results of the annual general meeting of shareholders held on June 30, 2023. For details, please refer to exhibit 99.2 to this current report on Form 6-K.
Exhibit Index
Exhibit 99.1 – Press Release
Exhibit 99.2 – Announcement – Poll Results of the Annual General Meeting
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 3, 2023
Exhibit 99.1
Bilibili Inc. Announces Results of Annual General Meeting
SHANGHAI, June 30, 2023 — Bilibili Inc. (“Bilibili” or the “Company”) (NASDAQ: BILI and HKEX: 9626), an iconic brand and a leading video community for young generations in China, today announced that its annual general meeting (the “AGM”) was held in Shanghai on June 30, 2023 and all the proposed resolutions set out in the notice of AGM (the “Proposed Resolutions”) were duly passed at the AGM.
After the adoption of the Proposed Resolutions, all corporate authorizations and actions contemplated thereunder are approved, including, among other things, that (i) Ms. Ni Li and Mr. Yi Xu are re-elected as directors of the Company and Mr. Guoqi Ding is re-elected as an independent director of the Company; and (ii) the directors of the Company are granted a general mandate to allot, issue, and deal with additional Class Z ordinary shares or equivalents and a general mandate to repurchase the Company’s shares and/or American depositary shares, respectively, on the terms and in the periods as set out in the notice of AGM.
About Bilibili Inc.
Bilibili is an iconic brand and a leading video community with a mission to enrich the everyday lives of young generations in China. Bilibili offers a wide array of video-based content with All the Videos You Like as its value proposition. Bilibili builds its community around aspiring users, high-quality content, talented content creators and the strong emotional bonds among them. Bilibili pioneered the “bullet chatting” feature, a live comment function that has transformed our users’ viewing experience by displaying the thoughts and feelings of audience members viewing the same video. The Company has now become the welcoming home of diverse interests among young generations in China and the frontier for promoting Chinese culture across the world.
For more information, please visit: http://ir.bilibili.com.
For investor and media inquiries, please contact:
In China:
Bilibili Inc.
Juliet Yang
Tel: +86-21-2509-9255 Ext. 8523
E-mail: ir@bilibili.com
Piacente Financial Communications
Helen Wu
Tel: +86-10-6508-0677
E-mail: bilibili@tpg-ir.com
In the United States:
Piacente Financial Communications
Brandi Piacente
Tel: +1-212-481-2050
E-mail: bilibili@tpg-ir.com
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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)
(NASDAQ: BILI and HKEX: 9626)
POLL RESULTS OF THE ANNUAL GENERAL MEETING
HELD ON JUNE 30, 2023
Reference is made to the circular (the “Circular”) of Bilibili Inc. (the “Company”) incorporating, amongst others, the notice of the annual general meeting of the Company (the “Annual General Meeting”) dated April 27, 2023 (the “Notice”). Unless the context requires otherwise, the capitalized terms used herein shall have the same meanings as those defined in the Circular.
The board (the “Board”) of directors (the “Directors”) of the Company is pleased to announce that at the Annual General Meeting held on June 30, 2023, all the proposed resolutions as set out in the Notice were taken by poll. The poll results in respect of the resolutions proposed at the Annual General Meeting are as follows:
| Resolutions | Number of Votes Cast (%) |
Total Number of Votes Cast |
Total Number of Voting Shares | |||||||||||
| For | Against | Abstain | ||||||||||||
| 1. | As an ordinary resolution:
THAT the audited consolidated financial statements of the Company and the reports of the directors and auditor of the Company for the year ended December 31, 2022 be received |
Class Z Ordinary Shares |
237,638,033 (99.765450%) |
262,246 (0.110096%) |
296,445 (0.124454%) |
238,196,724 | 238,196,724 | |||||||
| Class Y Ordinary Shares |
837,151,140 (100.000000%) |
0 (0.000000%) |
0 (0.000000%) |
83,715,114 | 837,151,140 | |||||||||
| Total Number (Class Z & Class Y) |
1,074,789,173 (99.948046%) |
262,246 (0.024387%) |
296,445 (0.027567%) |
321,911,838 | 1,075,347,864 | |||||||||
1
| Resolutions | Number of Votes Cast (%) |
Total Number of Votes Cast |
Total Number of Voting Shares | |||||||||||
| For | Against | Abstain | ||||||||||||
| 2. | As an ordinary resolution:
THAT Ni Li be re-elected to serve as a director until the 2026 annual general meeting of shareholders and until her successor is duly elected and qualified, subject to her earlier resignation or removal |
Class Z Ordinary Shares |
237,060,730 (99.523086%) |
858,786 (0.360536%) |
277,208 (0.116378%) |
238,196,724 | 238,196,724 | |||||||
| Class Y Ordinary Shares |
837,151,140 (100.000000%) |
0 (0.000000%) |
0 (0.000000%) |
83,715,114 | 837,151,140 | |||||||||
| Total Number (Class Z & Class Y) |
1,074,211,870 (99.894360%) |
858,786 (0.079862%) |
277,208 (0.025778%) |
321,911,838 | 1,075,347,864 | |||||||||
| 3. | As an ordinary resolution:
THAT Yi Xu be re-elected to serve as a director until the 2026 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal |
Class Z Ordinary Shares |
237,066,151 (99.525362%) |
859,376 (0.360784%) |
271,197 (0.113854%) |
238,196,724 | 238,196,724 | |||||||
| Class Y Ordinary Shares |
837,151,140 (100.000000%) |
0 (0.000000%) |
0 (0.000000%) |
83,715,114 | 837,151,140 | |||||||||
| Total Number (Class Z & Class Y) |
1,074,217,291 (99.894864%) |
859,376 (0.079917%) |
271,197 (0.025219%) |
321,911,838 | 1,075,347,864 | |||||||||
| 4. | As an ordinary resolution:
THAT Guoqi Ding be re-elected to serve as an independent director until the 2026 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal |
Class Z Ordinary Shares |
232,744,656 (97.711107%) |
5,179,231 (2.174350%) |
272,837 (0.114543%) |
238,196,724 | 238,196,724 | |||||||
| Class Y Ordinary Shares |
83,715,114 (100.000000%) |
0 (0.000000%) |
0 (0.000000%) |
83,715,114 | 83,715,114 | |||||||||
| Total Number (Class Z & Class Y) |
316,459,770 (98.306347%) |
5,179,231 (1.608898%) |
272,837 (0.084755%) |
321,911,838 | 321,911,838 | |||||||||
2
| Resolutions | Number of Votes Cast (%) |
Total Number of Votes Cast |
Total Number of Voting Shares | |||||||||||
| For | Against | Abstain | ||||||||||||
| 5. |
As an ordinary resolution:
THAT authorize the board of directors of the Company to fix the remuneration of the directors |
Class Z Ordinary Shares |
233,051,651 (97.839990%) |
4,739,162 (1.989600%) |
405,911 (0.170410%) |
238,196,724 | 238,196,724 | |||||||
| Class Y Ordinary Shares |
837,151,140 (100.000000%) |
0 (0.000000%) |
0 (0.000000%) |
83,715,114 | 837,151,140 | |||||||||
|
Total Class Y) |
1,070,202,791 (99.521543%) |
4,739,162 (0.440710%) |
405,911 (0.037747%) |
321,911,838 | 1,075,347,864 | |||||||||
| 6. |
As an ordinary resolution:
THAT PricewaterhouseCoopers be re-appointed as auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorize the Board to fix their remuneration for the year ending December 31, 2023 |
Class Z Ordinary Shares |
237,494,595 (99.705231%) |
441,035 (0.185156%) |
261,094 (0.109613%) |
238,196,724 | 238,196,724 | |||||||
| Class Y Ordinary Shares |
83,715,114 (100.000000%) |
0 (0.000000%) |
0 (0.000000%) |
83,715,114 | 83,715,114 | |||||||||
| Total Number (Class Z & Class Y) |
321,209,709 (99.781888%) |
441,035 (0.137005%) |
261,094 (0.081107%) |
321,911,838 | 321,911,838 | |||||||||
| 7. |
As an ordinary resolution:
THAT a general mandate be granted to the Directors to issue, allot, and deal with additional Class Z ordinary shares of the Company not exceeding 20% of the total number of issued Shares of the Company as of the date of passing of this resolution |
Class Z Ordinary Shares |
187,191,475 (78.586923%) |
50,663,177 (21.269468%) |
342,072 (0.143609%) |
238,196,724 | 238,196,724 | |||||||
| Class Y Ordinary Shares |
837,151,140 (100.000000%) |
0 (0.000000%) |
0 (0.000000%) |
83,715,114 | 837,151,140 | |||||||||
| Total Number (Class Z & Class Y) |
1,024,342,615 (95.256861%) |
50,663,177 (4.711329%) |
342,072 (0.031810%) |
321,911,838 | 1,075,347,864 | |||||||||
3
| Resolutions | Number of Votes Cast (%) |
Total Number of Votes Cast |
Total Number of Voting Shares | |||||||||||
| For | Against | Abstain | ||||||||||||
| 8. |
As an ordinary resolution: THAT a general mandate be granted to the Directors to repurchase Class Z ordinary shares and/or ADSs of the Company not exceeding 10% of the total number of issued Shares of the Company as of the date of passing of this resolution |
Class Z Ordinary Shares |
237,570,707 (99.737185%) |
288,272 (0.121023%) |
337,745 (0.141792%) |
238,196,724 | 238,196,724 | |||||||
| Class Y Ordinary Shares |
837,151,140 (100.000000%) |
0 (0.000000%) |
0 (0.000000%) |
83,715,114 | 837,151,140 | |||||||||
| Total Number (Class Z & Class Y) |
1,074,721,847 (99.941785%) |
288,272 (0.026807%) |
337,745 (0.031408%) |
321,911,838 | 1,075,347,864 | |||||||||
| 9. |
As an ordinary resolution: THAT the general mandate granted to the Directors to issue, allot, and deal with additional Shares in the capital of the Company be extended by the aggregate number of the Shares and/or Shares underlying the ADSs repurchased by the Company |
Class Z Ordinary Shares |
186,757,481 (78.404723%) |
51,170,033 (21.482257%) |
269,210 (0.113020%) |
238,196,724 | 238,196,724 | |||||||
| Class Y Ordinary Shares |
837,151,140 (100.000000%) |
0 (0.000000%) |
0 (0.000000%) |
83,715,114 | 837,151,140 | |||||||||
| Total Number (Class Z & Class Y) |
1,023,908,621 (95.216502%) |
51,170,033 (4.758463%) |
269,210 (0.025035%) |
321,911,838 | 1,075,347,864 | |||||||||
Note: Please refer to the Notice for the full text of the resolutions proposed at the Annual General Meeting.
According to the Articles of Association, each Class Y Ordinary Share shall entitle the holder thereof to ten (10) votes, and each Class Z Ordinary Share shall entitle the holder thereof to one (1) vote (i.e. for resolutions numbered 1 to 3, 5 and 7 to 9 above), save for resolutions numbered 4 and 6 above, in which case each Class Y Ordinary Share and each Class Z Ordinary Share shall entitle its holder to one (1) vote.
As a simple majority of the votes were cast in favor of each of the resolutions numbered 1 to 9 above, all such ordinary resolutions were duly passed as ordinary resolutions.
The total number of issued Shares as at the date of the Annual General Meeting was 415,261,417 Shares, comprising 331,546,303 Class Z Ordinary Shares and 83,715,114 Class Y Ordinary Shares, of which 4,559,523 Class Z Ordinary Shares are reserved for future issuance upon the exercise or vesting of awards granted under the Company’s share incentive plans. Accordingly, the total number of issued Shares entitling the Shareholders to attend and vote on all resolutions as at the date of the Annual General Meeting was 410,701,894 Shares, comprising 326,986,780 Class Z Ordinary Shares and 83,715,114 Class Y Ordinary Shares. There were no Shares entitling the holders to attend and abstain from voting in favour at the Annual General Meeting as set out in rule 13.40 of the Listing Rules. No person was required under the Listing Rules to abstain from voting on the resolutions proposed at the Annual General Meeting and no party has stated its intention in the Circular to vote against or to abstain from voting the resolutions proposed at the Annual General Meeting.
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The Directors, namely Mr. Rui CHEN and Mr. Yi XU, and an independent Director, namely Mr. Guoqi DING, attended the Annual General Meeting either in person or by means of telecommunication.
Computershare Hong Kong Investor Services Limited, the Hong Kong branch share registrar of the Company, acted as the scrutineer for counting of votes at the Annual General Meeting.
| By order of the Board |
| Bilibili Inc. Rui Chen Chairman |
Hong Kong, June 30, 2023
As of 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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