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Bilibili Inc.

Bilibili Inc.BILIEarnings & Financial Report

Nasdaq · Internet

Bilibili, nicknamed B Site, is a Chinese online video sharing website based in Shanghai where users can submit, view, and add overlaid commentary on videos.

What changed in Bilibili Inc.'s 20-F — 2023 vs 2024

Top changes in Bilibili Inc.'s 2024 20-F

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Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Holders of our Class Z ordinary shares or the ADSs hold equity interest in Bilibili Inc., our Cayman Islands holding company, and do not have direct or indirect equity interests in the VIEs and their subsidiaries.
Holders of our Class Z ordinary shares or the ADSs hold equity interest in Bilibili Inc., our Cayman Islands holding company, and do not have direct or indirect equity interests in the VIEs and their subsidiaries.
Bilibili, its PRC subsidiaries and the VIEs, and investors of Bilibili face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with the VIEs and, consequently, significantly affect the financial performance of the VIEs and our company as a whole.
Bilibili, its PRC subsidiaries and the VIEs, and investors of Bilibili face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with the VIEs and, consequently, significantly affect the financial performance of the VIEs and our company as a whole.
On October 26, 2021, the Office of the Central Cyberspace Affairs Commission issued the Notice on Further Strengthening the Regulation on Online Information of Entertainment Celebrities. For more information, see “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations Related to Online Transmission of Audio-Visual Programs” and “Item 4. Information on the Company—B.
On October 26, 2021, the Office of the Central Cyberspace Affairs Commission issued the Notice on Further Strengthening the Regulation on Online Information of Entertainment Celebrities. For more information, see “Item 4. Information on the Company—B. Business Overview—Regulations—Regulations Related to Online Transmission of Audio-Visual Programs” and “Item 4. Information on the Company—B.
If any of these issues occurs, players may stop playing online games on our platform and may be less likely to return to such games as often in the future, which may negatively impact our business. Our ability to generate revenues from our mobile games could suffer if mobile games market in mainland China does not develop as anticipated.
If any of these issues occurs, players may stop playing online games on our platform and may be less likely to return to such games as often in the future, which may negatively impact our business. Our ability to generate revenues from our mobile games could suffer if the mobile games market in mainland China does not develop as anticipated.
On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.
On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.
On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, and our auditor was subject to that determination.
On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, and our auditor was subject to that determination.
In May 2022, the SEC conclusively listed us as a Commission-Identified Issuer under the HFCAA following the filing of our annual report on Form 20-F for the fiscal year ended December 31, 2021.
In May 2022, the SEC conclusively listed us as a Commission-Identified Issuer under the HFCAA following the filing of our annual report on Form 20-F for the fiscal year ended December 31, 2021.
In accordance with the HFCAA, our securities would be prohibited from being traded on a national securities exchange or in the over-the-counter trading market in the United States if we are identified as a Commission-Identified Issuer for two consecutive years in the future.
In accordance with the HFCAA, our securities would be prohibited from being traded on a national securities exchange or in the over-the-counter trading market in the United States if we are identified as a Commission-Identified Issuer for two consecutive years in the future.
Although our Class Z ordinary shares have been listed on the Hong Kong Stock Exchange and the ADSs and the Class Z ordinary shares are fully fungible, we cannot assure you that an active trading market for our Class Z ordinary shares on the Hong Kong Stock Exchange will be sustained or that the ADSs can be converted and traded with sufficient market recognition and liquidity, if our shares and ADSs are prohibited from trading in the United States.
Although our Class Z ordinary shares have been listed on the Hong Kong Stock Exchange and the ADSs and the Class Z ordinary shares are fully fungible, we cannot assure you that an active trading market for our Class Z ordinary shares on the Hong Kong Stock Exchange will be sustained or that the ADSs can be converted and traded with sufficient market recognition and liquidity, if our shares and ADSs are prohibited from trading in the United States.
A prohibition of being able to trade in the United States would substantially impair your ability to sell or purchase our ADSs when you wish to do so, and the risk and uncertainty associated with delisting would have a negative impact on the price of our ADSs.
A prohibition of being able to trade in the United States would substantially impair your ability to sell or purchase our ADSs when you wish to do so, and the risk and uncertainty associated with delisting would have a negative impact on the price of our ADSs.
An overseas listed company must also submit the filing with respect to its follow-on offerings, issuance of convertible corporate bonds and exchangeable bonds, and other equivalent offering activities, within a specific time frame requested under these measures.
An overseas listed company must also submit the filing with respect to its follow-on offerings, issuance of convertible corporate bonds and exchangeable bonds, and other equivalent offering activities, within a specific time frame requested under these measures.
In November 2019, the Cyberspace Administration of China, the National Radio and Television Administration and the Ministry of Culture and Tourism, jointly issued the Notice on Promulgation of the Administrative Provisions on Internet Audio-Visual Information Services, which required the providers of internet audio-visual information services to have sufficient capacities to deal with cyber threats, prevent internet illegal and criminal activities, and defend the integrity, safety and availability of online data.
In November 2019, the Cyberspace Administration of China, the National Radio and Television Administration and the Ministry of Culture and Tourism, jointly issued the Notice on Promulgation of the Administrative Provisions on Online Audio-Visual Information Services, which required the providers of online audio-visual information services to have sufficient capacities to deal with cyber threats, prevent internet illegal and criminal activities, and defend the integrity, safety and availability of online data.
Other Subsidiaries Primary Beneficiaries of VIEs VIEs and VIEs’ Subsidiaries Eliminating adjustments Consolidated Totals (RMB, in thousands) Cash and cash equivalents 106,498 2,144,794 3,047,247 1,893,282 — 7,191,821 Time deposits — 5,190,632 — 4,259 — 5,194,891 Restricted cash — — — 50,000 — 50,000 Accounts receivable, net — 75,644 698,098 800,158 — 1,573,900 Amounts due from Group companies (4) 19,213,415 — 6,019,746 484,413 (25,717,574 ) — Amount due from related parties — 781,483 5,679 3,412 — 790,574 Prepayments and other current assets 39,941 486,479 268,938 477,430 — 1,272,788 Short-term investments 625,474 798,607 1,022,173 206,811 — 2,653,065 Long-term investments, net 772,559 1,235,311 724,830 1,633,932 — 4,366,632 Other non-current assets — 3,675,322 1,173,300 5,216,774 — 10,065,396 Total assets 20,757,887 14,388,272 12,960,011 10,770,471 (25,717,574 ) 33,159,067 Accounts payable — 166,053 847,556 3,320,121 — 4,333,730 Salary and welfare payables — 862,084 47,209 310,062 — 1,219,355 Taxes payable — 231,634 (10,112 ) 123,728 — 345,250 Short-term loan and current portion of long-term debt 6,053,767 801,986 — 600,000 — 7,455,753 Deferred revenue 9,284 92,949 735,392 2,116,463 — 2,954,088 Accrued liabilities and other payables 93,713 796,044 271,310 619,556 — 1,780,623 Amounts due to Group companies (4) — 9,671,373 3,414,526 12,631,675 (25,717,574 ) — Amounts due to related parties — 40 11 14,845 — 14,896 Other long-term payable 15,931 325,063 7,908 302,203 — 651,105 Deficit in subsidiaries and net loss of VIEs and VIEs’ subsidiaries (3) 193,292 1,633,173 9,279,384 — (11,105,849 ) — Total liabilities 6,365,987 14,580,399 14,593,184 20,038,653 (36,823,423 ) 18,754,800 Total Bilibili Inc’s Shareholders’ equity/(deficit) (3) 14,391,900 (193,292 ) (1,633,173 ) (9,279,384 ) 11,105,849 14,391,900 Noncontrolling interests — 1,165 — 11,202 — 12,367 Total shareholders’ equity/(deficit) 14,391,900 (192,127 ) (1,633,173 ) (9,268,182 ) 11,105,849 14,404,267 Total liabilities and shareholders’ equity/(deficit) 20,757,887 14,388,272 12,960,011 10,770,471 (25,717,574 ) 33,159,067 12 Table of Contents As of December 31, 2022 Bilibili Inc.
Other Subsidiaries Primary Beneficiaries of VIEs VIEs and VIEs’ Subsidiaries Eliminating adjustments Consolidated Totals (RMB, in thousands) Cash and cash equivalents 106,498 2,144,794 3,047,247 1,893,282 — 7,191,821 Time deposits — 5,190,632 — 4,259 — 5,194,891 Restricted cash — — — 50,000 — 50,000 Accounts receivable, net — 75,644 698,098 800,158 — 1,573,900 Amounts due from Group companies (4) 19,213,415 — 6,019,746 484,413 (25,717,574 ) — Amount due from related parties — 781,483 5,679 3,412 — 790,574 Prepayments and other current assets 39,941 486,479 268,938 477,430 — 1,272,788 Short-term investments 625,474 798,607 1,022,173 206,811 — 2,653,065 Long-term investments, net 772,559 1,235,311 724,830 1,633,932 — 4,366,632 Other non-current assets — 3,675,322 1,173,300 5,216,774 — 10,065,396 Total assets 20,757,887 14,388,272 12,960,011 10,770,471 (25,717,574 ) 33,159,067 Accounts payable — 166,053 847,556 3,320,121 — 4,333,730 Salary and welfare payables — 862,084 47,209 310,062 — 1,219,355 Taxes payable — 231,634 (10,112 ) 123,728 — 345,250 Short-term loan and current portion of long-term debt 6,053,767 801,986 — 600,000 — 7,455,753 Deferred revenue 9,284 92,949 735,392 2,116,463 — 2,954,088 Accrued liabilities and other payables 93,713 796,044 271,310 619,556 — 1,780,623 Amounts due to Group companies (4) — 9,671,373 3,414,526 12,631,675 (25,717,574 ) — Amounts due to related parties — 40 11 14,845 — 14,896 Other long-term payable 15,931 325,063 7,908 302,203 — 651,105 Deficit in subsidiaries and net loss of VIEs and VIEs’ subsidiaries (3) 193,292 1,633,173 9,279,384 — (11,105,849 ) — Total liabilities 6,365,987 14,580,399 14,593,184 20,038,653 (36,823,423 ) 18,754,800 Total Bilibili Inc’s Shareholders’ equity/(deficit) (3) 14,391,900 (193,292 ) (1,633,173 ) (9,279,384 ) 11,105,849 14,391,900 Noncontrolling interests — 1,165 — 11,202 — 12,367 Total shareholders’ equity/(deficit) 14,391,900 (192,127 ) (1,633,173 ) (9,268,182 ) 11,105,849 14,404,267 Total liabilities and shareholders’ equity/(deficit) 20,757,887 14,388,272 12,960,011 10,770,471 (25,717,574 ) 33,159,067 13 Table of Contents As of December 31, 2022 Bilibili Inc.
Other Subsidiaries Primary Beneficiaries of VIEs VIEs and VIEs’ Subsidiaries Eliminating adjustments Consolidated Totals (RMB, in thousands) Consulting and services charges from/(to) Group companies — 751,786 8,930 (760,716 ) — — Other operating cashflow from/(to) Group companies — 6,285,694 (8,108,004 ) 1,822,310 — — Operating cashflow (to)/from third-parties (111,392 ) (5,052,732 ) 4,601,959 828,787 — 266,622 Net cash (used in)/provided by operating activities (111,392 ) 1,984,748 (3,497,115 ) 1,890,381 — 266,622 Investments in and loans to subsidiaries, VIEs and VIEs’ subsidiaries (3)(4) 383,391 (4,302,588 ) 4,481,061 — (561,864 ) — Purchase of short-term investments (3,863 ) (12,389,787 ) (28,000 ) (1,126,000 ) — (13,547,650 ) Maturities of short-term investments 982,151 14,191,604 28,000 1,126,500 — 16,328,255 Placements of time deposits — (9,956,224 ) — (5,701 ) — (9,961,925 ) Maturities of time deposits 4,083,893 5,601,212 — 5,701 — 9,690,806 Other investing activities (76,697 ) 390,027 (115,698 ) (944,970 ) — (747,338 ) Net cash provided by/(used in) investing activities 5,368,875 (6,465,756 ) 4,365,363 (944,470 ) (561,864 ) 1,762,148 Investments and loans from subsidiaries, VIEs and VIEs’ subsidiaries (3)(4) — (383,391 ) 517,397 (695,870 ) 561,864 — Repurchase of convertible senior notes (7,675,227 ) — — — — (7,675,227 ) Proceeds from issuance of ordinary shares, net of issuance costs 2,689,380 — — — — 2,689,380 Other financing activities (7,025 ) 25,953 (200,031 ) 92,265 — (88,838 ) Net cash (used in)/provided by financing activities (4,992,872 ) (357,438 ) 317,366 (603,605 ) 561,864 (5,074,685 ) For the Year Ended December 31, 2022 Bilibili Inc.
Other Subsidiaries Primary Beneficiaries of VIEs VIEs and VIEs’ Subsidiaries Eliminating adjustments Consolidated Totals (RMB, in thousands) Consulting and services charges from/(to) Group companies — 751,786 8,930 (760,716 ) — — Other operating cashflow from/(to) Group companies — 6,285,694 (8,108,004 ) 1,822,310 — — Operating cashflow (to)/from third-parties (111,392 ) (5,052,732 ) 4,601,959 828,787 — 266,622 Net cash (used in)/provided by operating activities (111,392 ) 1,984,748 (3,497,115 ) 1,890,381 — 266,622 Investments in and loans to subsidiaries, VIEs and VIEs’ subsidiaries (3)(4) 383,391 (4,302,588 ) 4,481,061 — (561,864 ) — Purchase of short-term investments (3,863 ) (12,389,787 ) (28,000 ) (1,126,000 ) — (13,547,650 ) Maturities of short-term investments 982,151 14,191,604 28,000 1,126,500 — 16,328,255 Placements of time deposits — (9,956,224 ) — (5,701 ) — (9,961,925 ) Maturities of time deposits 4,083,893 5,601,212 — 5,701 — 9,690,806 Other investing activities (76,697 ) 390,027 (115,698 ) (944,970 ) — (747,338 ) Net cash provided by/(used in) investing activities 5,368,875 (6,465,756 ) 4,365,363 (944,470 ) (561,864 ) 1,762,148 Investments and loans from subsidiaries, VIEs and VIEs’ subsidiaries (3)(4) — (383,391 ) 517,397 (695,870 ) 561,864 — Repurchase of convertible senior notes (7,675,227 ) — — — — (7,675,227 ) Proceeds from issuance of ordinary shares, net of issuance costs 2,689,380 — — — — 2,689,380 Other financing activities (7,025 ) 25,953 (200,031 ) 92,265 — (88,838 ) Net cash (used in)/provided by financing activities (4,992,872 ) (357,438 ) 317,366 (603,605 ) 561,864 (5,074,685 ) 16 Table of Contents For the Year Ended December 31, 2022 Bilibili Inc.
Other Subsidiaries Primary Beneficiaries of VIEs VIEs and VIEs’ Subsidiaries Eliminating adjustments Consolidated Totals (RMB, in thousands) Third-party revenues — 324,311 7,561,315 14,642,361 — 22,527,987 Inter-company consulting and services revenues (1) — 574,016 7,583 — (581,599 ) — Other inter-company revenues (2) — 4,396,102 263,216 990,698 (5,650,016 ) — Total revenues — 5,294,429 7,832,114 15,633,059 (6,231,615 ) 22,527,987 Third-party costs and expenses (43,924 ) (7,832,837 ) (4,123,477 ) (15,591,936 ) — (27,592,174 ) Inter-company consulting and services costs and expenses (1) — — — (581,599 ) 581,599 — Other inter-company costs and expenses (2) — (774,232 ) (4,593,059 ) (282,725 ) 5,650,016 — Total costs and expenses (43,924 ) (8,607,069 ) (8,716,536 ) (16,456,260 ) 6,231,615 (27,592,174 ) Net loss from subsidiaries and net loss of VIEs and VIEs’ subsidiaries (3) (4,745,316 ) (1,799,844 ) (1,127,131 ) — 7,672,291 — (Loss)/Gain from non-operations (33,081 ) 376,362 250,920 (263,022 ) — 331,179 Loss before income tax expenses (4,822,321 ) (4,736,122 ) (1,760,633 ) (1,086,223 ) 7,672,291 (4,733,008 ) Income tax — (8,173 ) (39,211 ) (31,321 ) — (78,705 ) Net loss (4,822,321 ) (4,744,295 ) (1,799,844 ) (1,117,544 ) 7,672,291 (4,811,713 ) Net profit attributable to noncontrolling interests — (1,021 ) — (9,587 ) — (10,608 ) Net loss attributable to Bilibili Inc.’s shareholders (4,822,321 ) (4,745,316 ) (1,799,844 ) (1,127,131 ) 7,672,291 (4,822,321 ) 10 Table of Contents For the Year Ended December 31, 2022 Bilibili Inc.
Other Subsidiaries Primary Beneficiaries of VIEs VIEs and VIEs’ Subsidiaries Eliminating adjustments Consolidated Totals (RMB, in thousands) Third-party revenues — 324,311 7,561,315 14,642,361 — 22,527,987 Inter-company consulting and services revenues (1) — 574,016 7,583 — (581,599 ) — Other inter-company revenues (2) — 4,396,102 263,216 990,698 (5,650,016 ) — Total revenues — 5,294,429 7,832,114 15,633,059 (6,231,615 ) 22,527,987 Third-party costs and expenses (43,924 ) (7,832,837 ) (4,123,477 ) (15,591,936 ) — (27,592,174 ) Inter-company consulting and services costs and expenses (1) — — — (581,599 ) 581,599 — Other inter-company costs and expenses (2) — (774,232 ) (4,593,059 ) (282,725 ) 5,650,016 — Total costs and expenses (43,924 ) (8,607,069 ) (8,716,536 ) (16,456,260 ) 6,231,615 (27,592,174 ) Net loss from subsidiaries and net loss of VIEs and VIEs’ subsidiaries (3) (4,745,316 ) (1,799,844 ) (1,127,131 ) — 7,672,291 — (Loss)/Gain from non-operations (33,081 ) 376,362 250,920 (263,022 ) — 331,179 Loss before income tax expenses (4,822,321 ) (4,736,122 ) (1,760,633 ) (1,086,223 ) 7,672,291 (4,733,008 ) Income tax — (8,173 ) (39,211 ) (31,321 ) — (78,705 ) Net loss (4,822,321 ) (4,744,295 ) (1,799,844 ) (1,117,544 ) 7,672,291 (4,811,713 ) Net profit attributable to noncontrolling interests — (1,021 ) — (9,587 ) — (10,608 ) Net loss attributable to Bilibili Inc.’s shareholders (4,822,321 ) (4,745,316 ) (1,799,844 ) (1,127,131 ) 7,672,291 (4,822,321 ) For the Year Ended December 31, 2022 Bilibili Inc.
Business Overview—Regulation—Regulations Related to Online Live Broadcasting Services.” On March 25, 2022, the Cyberspace Administration of China, the State Taxation Administration of the PRC and the SAMR jointly issued the Notice on Further Standardizing the Profit-Making Behavior of Live Broadcasting to Promote the Healthy Development of the Industry, which required live broadcasting platforms to authenticate the identity of each live broadcasting publisher and report various information of those publishers that have profit-making behaviors to local provincial-level network department and tax authorities semi-annually.
Business Overview—Regulations—Regulations Related to Online Live Broadcasting Services.” On March 25, 2022, the Cyberspace Administration of China, the State Taxation Administration of the PRC and the SAMR jointly issued the Notice on Further Standardizing the Profit-Making Behavior of Live Broadcasting to Promote the Healthy Development of the Industry, which required live broadcasting platforms to authenticate the identity of each live broadcasting publisher and report various information of those publishers that have profit-making behaviors to local provincial-level network department and tax authorities semi-annually.
Business Overview—Regulation—Regulations Related to Internet Information Security and Privacy Protection.” In connection with enforcing these rules, regulations, policies and requirements, relevant government authorities may suspend services by, or revoke licenses of, any internet or mobile content service provider that is deemed to provide illicit content online or on mobile devices, and such activities may be intensified in connection with any ongoing government campaigns to eliminate prohibited content online.
Business Overview—Regulations—Regulations Related to Internet Information Security and Privacy Protection.” In connection with enforcing these rules, regulations, policies and requirements, relevant government authorities may suspend services by, or revoke licenses of, any internet or mobile content service provider that is deemed to provide illicit content online or on mobile devices, and such activities may be intensified in connection with any ongoing government campaigns to eliminate prohibited content online.
Business Overview—Regulation—Regulations Related to Online Games—Anti-addiction System and Protection of Minors.” On October 25, 2019, the National Press and Publication Administration issued the Notice on Preventing Minors from Indulging in Online Games, which requires all online gamers to register accounts with their valid identity information and all game companies to stop providing game services to users who fail to do so.
Business Overview—Regulations—Regulations Related to Online Games—Anti-addiction System and Protection of Minors.” On October 25, 2019, the National Press and Publication Administration issued the Notice on Preventing Minors from Indulging in Online Games, which requires all online gamers to register accounts with their valid identity information and all game companies to stop providing game services to users who fail to do so.
We adopted a global share incentive plan in 2014 (terminated in 2022, whereas awards outstanding at the time of termination survived the termination) and a share incentive plan in 2018 (as amended in 2020 and 2022), which we refer to as the Global Share Plan and the 2018 Plan, respectively, in this annual report, for the purpose of granting share-based compensation awards to employees, directors and consultants to incentivize their performance and align their interests with ours.
We adopted a global share incentive plan in 2014 (terminated in 2022, whereas awards outstanding at the time of termination survived the termination), a share incentive plan in 2018 (as amended in 2020, 2022 and 2024) and a share incentive plan in 2024, which we refer to as the Global Share Plan, the 2018 Plan and the 2024 Plan, respectively, in this annual report, for the purpose of granting share-based compensation awards to employees, directors and consultants to incentivize their performance and align their interests with ours.
Business Overview—Regulation—Regulations Related to Online Transmission of Audio-Visual Programs.” Adverse changes in economic and political policies of the PRC government could have a material and adverse effect on overall economic growth in China, which could materially and adversely affect our business. A substantial majority of our revenues is sourced from China.
Business Overview—Regulations—Regulations Related to Online Transmission of Audio-Visual Programs.” Adverse changes in economic and political policies of the PRC government could have a material and adverse effect on overall economic growth in China, which could materially and adversely affect our business. A substantial majority of our revenues is sourced from China.
See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—We rely on contractual arrangements with the VIEs and their shareholders for our operations in mainland China, which may not be as effective in providing operational control as direct ownership” and “Item 3. Key Information—D.
Risk Factors—Risks Related to Our Corporate Structure—We rely on contractual arrangements with the VIEs and their shareholders for our operations in mainland China, which may not be as effective in providing operational control as direct ownership” and “Item 3. Key Information—D.
See also “—Our shareholders may face difficulties in protecting their interests, and the ability to protect their rights through U.S. courts and Hong Kong courts may be limited, because we are incorporated under Cayman Islands law” for risks associated with investing in us as a Cayman Islands exempted company. 61 Table of Contents China’s M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of PRC companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in mainland China.
See also “—Our shareholders may face difficulties in protecting their interests, and the ability to protect their rights through U.S. courts and Hong Kong courts may be limited, because we are incorporated under Cayman Islands law” for risks associated with investing in us as a Cayman Islands exempted company. 55 Table of Contents China’s M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of PRC companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in mainland China.
We may be required to make further adjustments to our business practices to comply with the personal information protection laws and regulations. 20 Table of Contents • In June 2022, the Cyberspace Administration of China issued the Provisions on the Administration of Internet Users’ Account Information, which became effective on August 1, 2022 and stipulated that internet information service providers must, among other things, equip themselves with professional and technical capabilities appropriate to the scale of their services, and establish, improve and strictly implement systems for identity authentication, account verification, information safekeeping, ecological governance, emergency response, personal information protection, among others.
We may be required to make further adjustments to our business practices to comply with the personal information protection laws and regulations. 22 Table of Contents • In June 2022, the Cyberspace Administration of China issued the Provisions on the Administration of Internet Users’ Account Information, which became effective on August 1, 2022 and stipulated that internet information service providers must, among other things, equip themselves with professional and technical capabilities appropriate to the scale of their services, and establish, improve and strictly implement systems for identity authentication, account verification, information safekeeping, ecological governance, emergency response, personal information protection, among others.
If we further fail to launch new games or release upgrades to existing games in a timely manner, or if our games do not achieve expected popularity, we may lose players of our games, which could materially and adversely impact revenues from mobile games and our business operations.
If we fail to launch new games or release upgrades to existing games in a timely manner, or if our games do not achieve expected popularity, we may lose players of our games, which could materially and adversely impact revenues from mobile games and our business operations.
The SEC, as required under Section 404 of the Sarbanes-Oxley Act of 2002, has adopted rules requiring public companies to include a report of management on the effectiveness of such companies’ internal control over financial reporting in their respective annual reports.
The SEC, as required under Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring public companies to include a report of management on the effectiveness of such companies’ internal control over financial reporting in their respective annual reports.
For detailed descriptions of these PRC laws and regulations, see “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations Related to Online Live Broadcasting Services.” However, we may not identify all such streams and content.
For detailed descriptions of these PRC laws and regulations, see “Item 4. Information on the Company—B. Business Overview—Regulations—Regulations Related to Online Live Broadcasting Services.” However, we may not identify all such streams and content.
In addition to market and industry factors, the prices and trading volumes for our listed securities may be highly volatile for factors specific to our own operations, including the following: • variations in our revenues, earnings, cash flow and data related to our user base or user engagement; • announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors; • announcements of new product and service offerings, solutions and expansions by us or our competitors; 66 Table of Contents • changes in financial estimates by securities analysts; • detrimental adverse publicity about us, our products and services or our industry; • additions or departures of key personnel; • releases at any time, in some cases without notice, of lock-up or other transfer restrictions on our outstanding ordinary shares, ADSs or other equity related securities; • sales of additional ADSs or other equity-related securities in the public markets, or issuance of ADSs upon conversion of convertible senior notes we issued, or the perception of these events; and • actual or potential litigation or regulatory investigations.
In addition to market and industry factors, the prices and trading volumes for our listed securities may be highly volatile for factors specific to our own operations, including the following: • variations in our revenues, earnings, cash flow and data related to our user base or user engagement; • announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors; • announcements of new product and service offerings, solutions and expansions by us or our competitors; • changes in financial estimates by securities analysts; • detrimental adverse publicity about us, our products and services or our industry; • additions or departures of key personnel; • releases at any time, in some cases without notice, of lock-up or other transfer restrictions on our outstanding ordinary shares, ADSs or other equity related securities; • sales of additional ADSs or other equity-related securities in the public markets, or issuance of ADSs upon conversion of convertible senior notes we issued, or the perception of these events; and • actual or potential litigation or regulatory investigations.
Risk Factors—Risks Related to Doing Business in China—The approval of, or report and filings with the CSRC or other PRC government authorities may be required in connection with our offshore offerings under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing and report process.” The Holding Foreign Companies Accountable Act Pursuant to the Holding Foreign Companies Accountable Act, or the HFCAA, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for two consecutive years, the SEC will prohibit our shares or ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States.
Risk Factors—Risks Related to Doing Business in China—The approval of, or report and filings with the CSRC or other PRC government authorities may be required in connection with our offshore offerings under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing and report process.” 6 Table of Contents The Holding Foreign Companies Accountable Act Pursuant to the Holding Foreign Companies Accountable Act, or the HFCAA, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for two consecutive years, the SEC will prohibit our shares or ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States.
Furthermore, the holders of our Class Z ordinary shares and/or the ADSs whose jurisdictions of residence have tax treaties or similar arrangements with mainland China may not qualify for benefits under such tax treaties or arrangements. 70 Table of Contents There can be no assurance that we will not be a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. holders of our Class Z ordinary shares or ADSs.
Furthermore, the holders of our Class Z ordinary shares and/or the ADSs whose jurisdictions of residence have tax treaties or similar arrangements with mainland China may not qualify for benefits under such tax treaties or arrangements. 62 Table of Contents There can be no assurance that we will not be a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. holders of our Class Z ordinary shares or ADSs.
In addition, even if we are able to retain the increasing number of mobile users, we may not be able to continue to successfully commercialize mobile user traffic in the future. 36 Table of Contents We depend on the interoperability of our products and services with popular devices, desktop and mobile operating systems and web browsers that we do not control, such as Windows, Mac OS, Android, iOS, and others.
In addition, even if we are able to retain the increasing number of mobile users, we may not be able to continue to successfully commercialize mobile user traffic in the future. 35 Table of Contents We depend on the interoperability of our products and services with popular devices, desktop and mobile operating systems and web browsers that we do not control, such as Windows, Mac OS, Android, iOS, and others.
Risk Factors—Risks Related to Our Corporate Structure—If the PRC government finds that the agreements that establish the structure for operating our businesses in mainland China do not comply with PRC regulations on foreign investment in internet and other related businesses, or if these regulations or their interpretation change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations” and “Item 3.
Risk Factors—Risks Related to Our Corporate Structure—If the PRC government finds that the agreements that establish the structure for operating our businesses in mainland China do not comply with PRC regulations on foreign investment in internet and other related businesses, or if these regulations or their interpretations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations” and “Item 3.
In May 2022, Opinions on Regulating Live Webcasts for Rewards and Enhancing the Protection of Minors was issued, which states that minors are prohibited from participating in live broadcasting rewards.
In May 2022, Opinions on Regulating Live Broadcasting for Rewards and Enhancing the Protection of Minors was issued, which states that minors are prohibited from participating in live broadcasting rewards.
Risks Related to Our Corporate Structure If the PRC government finds that the agreements that establish the structure for operating our businesses in mainland China do not comply with PRC regulations on foreign investment in internet and other related businesses, or if these regulations or their interpretation change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.
Risks Related to Our Corporate Structure If the PRC government finds that the agreements that establish the structure for operating our businesses in mainland China do not comply with PRC regulations on foreign investment in internet and other related businesses, or if these regulations or their interpretations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.
Taxation.” For purposes of illustration, the following discussion reflects the hypothetical taxes that might be required to be paid within mainland China and Hong Kong, assuming that: (i) we have taxable earnings, and (ii) we determine to pay a dividend in the future: 9 Table of Contents Taxation Calculation (1) Hypothetical pre-tax earnings (2) 100.0 % Tax on earnings at statutory rate of 25% (3) (25.0 )% Net earnings available for distribution 75.0 % Withholding tax at standard rate of 10% (4) (7.5 )% Net distribution to Parent/Shareholders 67.5 % Notes: (1) For purposes of this example, the tax calculation has been simplified.
Taxation.” For purposes of illustration, the following discussion reflects the hypothetical taxes that might be required to be paid within mainland China and Hong Kong, assuming that: (i) we have taxable earnings, and (ii) we determine to pay a dividend in the future: Taxation Calculation (1) Hypothetical pre-tax earnings (2) 100.0 % Tax on earnings at statutory rate of 25% (3) (25.0 )% Net earnings available for distribution 75.0 % Withholding tax at standard rate of 10% (4) (7.5 )% Net distribution to Parent/Shareholders 67.5 % Notes: (1) For purposes of this example, the tax calculation has been simplified.
Assuming that we are the owner of the VIEs for U.S. federal income tax purposes, and based upon the composition of our income and assets and projections as to the value of our assets, including goodwill and other unbooked intangibles not reflected on our balance sheet, we do not believe that we were a PFIC for the 2023 taxable year and we do not presently expect to be a PFIC for the current taxable year.
Assuming that we are the owner of the VIEs for U.S. federal income tax purposes, and based upon the composition of our income and assets and projections as to the value of our assets, including goodwill and other unbooked intangibles not reflected on our balance sheet, we do not believe that we were a PFIC for the 2024 taxable year and we do not presently expect to be a PFIC for the current taxable year.
Circular 28 allows non-investment foreign-invested enterprises to use their capital funds to make equity investments in mainland China; provided that such investments do not violate the Negative List (2021) and the target investment projects are genuine and in compliance with PRC laws. The interpretation and implementation of Circular 28 in practice are still subject to substantial uncertainties.
Circular 28 allows non-investment foreign-invested enterprises to use their capital funds to make equity investments in mainland China; provided that such investments do not violate the Negative List (2024) and the target investment projects are genuine and in compliance with PRC laws. The interpretation and implementation of Circular 28 in practice are still subject to substantial uncertainties.
Risk Factors—Risks Related to Our Business and Industry—If we fail to obtain and maintain the licenses and approvals required within the complex regulatory environment applicable to our businesses in mainland China, or if we are required to take compliance actions that are time-consuming or costly, our business, financial condition and results of operations may be materially and adversely affected.” 7 Table of Contents Furthermore, the PRC government has indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers.
Risk Factors—Risks Related to Our Business and Industry—If we fail to obtain and maintain the licenses and approvals required within the complex regulatory environment applicable to our businesses in mainland China, or if we are required to take compliance actions that are time-consuming or costly, our business, financial condition and results of operations may be materially and adversely affected.” Furthermore, the PRC government has indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers.
The commercial internet information service, internet audio-visual program services, online cultural activities (except for music), the radio and television program production and operation business, and the production of audio-visual products and/or electronic publications that we conduct through the Consolidated Affiliated Entities are subject to foreign investment restrictions set forth in the Negative List (2021).
The commercial internet information service, internet audio-visual program services, online cultural activities (except for music), the radio and television program production and operation business, and the production of audio-visual products and/or electronic publications that we conduct through the Consolidated Affiliated Entities are subject to foreign investment restrictions set forth in the Negative List (2024).
Any limitation on the ability of our PRC subsidiaries to pay dividends to us could have a material adverse effect on our ability to conduct our business and to pay dividends to our shareholders and ADS holders.” In the years ended December 31, 2021, 2022 and 2023, no assets other than cash were transferred through our organization.
Any limitation on the ability of our PRC subsidiaries to pay dividends to us could have a material adverse effect on our ability to conduct our business and to pay dividends to our shareholders and ADS holders.” In the years ended December 31, 2022, 2023 and 2024, no assets other than cash were transferred through our organization.
See “—Risks Related to Doing Business in China—The approval of, or report and filings with the CSRC or other PRC government authorities may be required in connection with our offshore offerings under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing and report process.” 17 Table of Contents • Regulation and censorship of information disseminated over the mobile and internet in mainland China may adversely affect our business and subject us to liability for content posted on our platform.
See “—Risks Related to Doing Business in China—The approval of, or report and filings with the CSRC or other PRC government authorities may be required in connection with our offshore offerings under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing and report process.” • Regulation and censorship of information disseminated over the mobile and internet in mainland China may adversely affect our business and subject us to liability for content posted on our platform.
Based on the consultation of Jingtian & Gongcheng, our PRC counsel, with the Shanghai Municipal Administration of Culture and Tourism in January 2024, the Ministry of Culture and Tourism no longer assumes the responsibility to supervise the operation of online games, and it is not necessary for an enterprise to obtain Online Culture Operating Permits to operate online game operation business.
Based on the consultation of Jingtian & Gongcheng, our PRC counsel, with the Shanghai Municipal Administration of Culture and Tourism in January 2025, the Ministry of Culture and Tourism no longer assumes the responsibility to supervise the operation of online games, and it is not necessary for an enterprise to obtain Online Culture Operating Permits to operate online game operation business.
Such unpredictability towards our contractual, property (including intellectual property) and procedural rights could adversely affect our business and impede our ability to continue our operations. 51 Table of Contents The PRC government’s significant oversight over our business operation could result in a material adverse change in our operations and the value of our Class Z ordinary shares and the ADSs.
Such unpredictability towards our contractual, property (including intellectual property) and procedural rights could adversely affect our business and impede our ability to continue our operations. 47 Table of Contents The PRC government’s significant oversight over our business operation could result in a material adverse change in our operations and the value of our Class Z ordinary shares and the ADSs.
Any such tax may reduce the returns on your investment in our securities. 59 Table of Contents There are significant uncertainties under the Enterprise Income Tax Law relating to the withholding tax liabilities of our PRC subsidiaries, and dividends payable by our PRC subsidiaries to our offshore subsidiaries may not qualify to enjoy certain treaty benefits.
Any such tax may reduce the returns on your investment in our securities. 53 Table of Contents There are significant uncertainties under the Enterprise Income Tax Law relating to the withholding tax liabilities of our PRC subsidiaries, and dividends payable by our PRC subsidiaries to our offshore subsidiaries may not qualify to enjoy certain treaty benefits.
See “—Increases in the content costs on our platform may have an adverse effect on our business, financial condition and results of operations.” We also anticipate further expansion in global markets. Such expansion will increase the complexity of our operations and might place a significant strain on our management, operational and financial resources.
See “—Any increases in the content costs on our platform may have an adverse effect on our business, financial condition and results of operations.” We also anticipate expansion in global markets. Such expansion will increase the complexity of our operations and might place a significant strain on our management, operational and financial resources.
Other Subsidiaries Primary Beneficiaries of VIEs VIEs and VIEs’ Subsidiaries Eliminating adjustments Consolidated Totals (RMB, in thousands) Cash and cash equivalents 270,138 6,422,618 1,889,388 1,590,440 — 10,172,584 Time deposits 4,067,326 696,460 — 4,186 — 4,767,972 Restricted cash — 14,803 — — — 14,803 Accounts receivable, net — 114,653 594,004 619,927 — 1,328,584 Amounts due from Group companies (4) 22,313,954 12,925,846 10,386,526 507,849 (46,134,175 ) — Amount due from related parties — 1,466,848 8,215 119,857 — 1,594,920 Prepayments and other current assets 61,631 324,557 680,482 883,903 — 1,950,573 Short-term investments 1,091,044 2,358,697 901,371 272,340 — 4,623,452 Long-term investments, net 1,157,990 2,344,475 295,813 1,852,740 — 5,651,018 Investment in subsidiaries and net assets of VIEs and VIEs’ subsidiaries 226,249 — — — (226,249 ) — Other non-current assets — 4,486,293 1,388,056 5,852,315 — 11,726,664 Total assets 29,188,332 31,155,250 16,143,855 11,703,557 (46,360,424 ) 41,830,570 Accounts payable — 117,183 722,281 3,452,192 — 4,291,656 Salary and welfare payables — 1,003,659 54,081 343,786 — 1,401,526 Taxes payable — 101,278 49,804 165,162 — 316,244 Short-term loan and current portion of long-term debt 5,137,633 883,753 200,000 400,000 — 6,621,386 Deferred revenue 32,513 20,156 628,115 2,138,539 — 2,819,323 Accrued liabilities and other payables 97,208 829,858 76,708 531,188 — 1,534,962 Amounts due to Group companies (4) — 24,157,903 9,560,512 12,415,760 (46,134,175 ) — Amounts due to related parties — 80,378 — 27,929 — 108,307 Other long-term payable 8,683,150 534,935 9,871 269,623 — 9,497,579 Deficit in subsidiaries and net loss of VIEs and VIEs’ subsidiaries (3) — 3,199,755 8,042,238 — (11,241,993 ) — Total liabilities 13,950,504 30,928,858 19,343,610 19,744,179 (57,376,168 ) 26,590,983 Total Bilibili Inc’s Shareholders’ equity/(deficit) (3) 15,237,828 226,249 (3,199,755 ) (8,042,238 ) 11,015,744 15,237,828 Noncontrolling interests — 143 — 1,616 — 1,759 Total shareholders’ equity/(deficit) 15,237,828 226,392 (3,199,755 ) (8,040,622 ) 11,015,744 15,239,587 Total liabilities and shareholders’ equity/(deficit) 29,188,332 31,155,250 16,143,855 11,703,557 (46,360,424 ) 41,830,570 As of December 31, 2021 Bilibili Inc.
Other Subsidiaries Primary Beneficiaries of VIEs VIEs and VIEs’ Subsidiaries Eliminating adjustments Consolidated Totals (RMB, in thousands) Cash and cash equivalents 270,138 6,422,618 1,889,388 1,590,440 — 10,172,584 Time deposits 4,067,326 696,460 — 4,186 — 4,767,972 Restricted cash — 14,803 — — — 14,803 Accounts receivable, net — 114,653 594,004 619,927 — 1,328,584 Amounts due from Group companies (4) 22,313,954 12,925,846 10,386,526 507,849 (46,134,175 ) — Amount due from related parties — 1,466,848 8,215 119,857 — 1,594,920 Prepayments and other current assets 61,631 324,557 680,482 883,903 — 1,950,573 Short-term investments 1,091,044 2,358,697 901,371 272,340 — 4,623,452 Long-term investments, net 1,157,990 2,344,475 295,813 1,852,740 — 5,651,018 Investment in subsidiaries and net assets of VIEs and VIEs’ subsidiaries 226,249 — — — (226,249 ) — Other non-current assets — 4,486,293 1,388,056 5,852,315 — 11,726,664 Total assets 29,188,332 31,155,250 16,143,855 11,703,557 (46,360,424 ) 41,830,570 Accounts payable — 117,183 722,281 3,452,192 — 4,291,656 Salary and welfare payables — 1,003,659 54,081 343,786 — 1,401,526 Taxes payable — 101,278 49,804 165,162 — 316,244 Short-term loan and current portion of long-term debt 5,137,633 883,753 200,000 400,000 — 6,621,386 Deferred revenue 32,513 20,156 628,115 2,138,539 — 2,819,323 Accrued liabilities and other payables 97,208 829,858 76,708 531,188 — 1,534,962 Amounts due to Group companies (4) — 24,157,903 9,560,512 12,415,760 (46,134,175 ) — Amounts due to related parties — 80,378 — 27,929 — 108,307 Other long-term payable 8,683,150 534,935 9,871 269,623 — 9,497,579 Deficit in subsidiaries and net loss of VIEs and VIEs’ subsidiaries (3) — 3,199,755 8,042,238 — (11,241,993 ) — Total liabilities 13,950,504 30,928,858 19,343,610 19,744,179 (57,376,168 ) 26,590,983 Total Bilibili Inc’s Shareholders’ equity/(deficit) (3) 15,237,828 226,249 (3,199,755 ) (8,042,238 ) 11,015,744 15,237,828 Noncontrolling interests — 143 — 1,616 — 1,759 Total shareholders’ equity/(deficit) 15,237,828 226,392 (3,199,755 ) (8,040,622 ) 11,015,744 15,239,587 Total liabilities and shareholders’ equity/(deficit) 29,188,332 31,155,250 16,143,855 11,703,557 (46,360,424 ) 41,830,570 14 Table of Contents Selected Condensed Consolidating Cash Flows Data For the Year Ended December 31, 2024 Bilibili Inc.
This amendment emphasized on the enforcement of anti-monopoly laws in the internet, finance and other key industries. 55 Table of Contents The strengthened enforcement of the Anti-Monopoly Law could result in investigations on our acquisition transactions conducted in the past and make our acquisition transactions in the future more difficult due to the prior filing requirement.
This amendment emphasized on the enforcement of anti-monopoly laws in the internet, finance and other key industries. 50 Table of Contents The strengthened enforcement of the Anti-Monopoly Law could result in investigations on our acquisition transactions conducted in the past and make our acquisition transactions in the future more difficult due to the prior filing requirement.
On December 15, 2022, the Administrative Provisions on Online Comment Following Services became effective, according to which, the providers of online comment following services shall verify the identity information of registered users, and shall not provide online comment following services to users who have not verified their identity information or falsely use the identity information of any organization or other individuals.
In December 2022, the Administrative Provisions on Online Comment Following Services became effective, according to which, the providers of online comment following services shall verify the identity information of registered users, and shall not provide online comment following services to users who have not verified their identity information or falsely use the identity information of any organization or other individuals.
Content posted on our platform may expose us to allegations by third parties of infringement of intellectual property rights, unfair competition, invasion of privacy, defamation and other violations of third-party rights. We have been involved in litigation based on allegations of infringement of third-party copyright due to the content available on our platform.
Content and functions available on our platform may expose us to allegations by third parties of infringement of intellectual property rights, unfair competition, invasion of privacy, defamation and other violations of third-party rights. We have been involved in litigation based on allegations of infringement of third-party copyright due to the content and functions available on our platform.
On a consolidated basis, a significant portion of our present assets as of December 31, 2023 consists of time deposits and short-term investments held for cash management purposes, which may be deemed to be “investment securities” within the meaning of 1940 Act.
On a consolidated basis, a significant portion of our present assets as of December 31, 2024 consists of time deposits and short-term investments held for cash management purposes, which may be deemed to be “investment securities” within the meaning of 1940 Act.
Risk Factors—Risks Related to Our Corporate Structure—The shareholders of the VIEs may have potential conflicts of interest with us, which may materially and adversely affect our business.” There are also substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules regarding the status of the rights of Bilibili, a Cayman Islands holding company, with respect to its contractual arrangements with the VIEs and their individual shareholders.
Risk Factors—Risks Related to Our Corporate Structure—The shareholders of the VIEs may have potential conflicts of interest with us, which may materially and adversely affect our business.” 5 Table of Contents There are also substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules regarding the status of the rights of Bilibili, a Cayman Islands holding company, with respect to its contractual arrangements with the VIEs and their individual shareholders.
Our advertising revenues (value-added tax included) are subject to culture business construction fee at a rate of 3% in the first half year of 2019, which was reduced to 1.5% since July 1, 2019, valid until December 31, 2024.
Our advertising revenues (value-added tax included) are subject to culture business construction fee at a rate of 3% in the first half year of 2019, which was reduced to 1.5% since July 1, 2019, valid until December 31, 2027.
Business Overview—Regulation—Regulations Related to Online Games—Anti-addiction System and Protection of Minors.” Although we have implemented several measures and developed a detailed plan for system upgrade and are in the process of conducting various system upgrading works according to the requirements under the relevant laws and regulations, we may be nevertheless considered non-compliant if the regulators take a different view, or if our system is not fully upgraded by the end of the grace period, the length of which also remains uncertain at the discretion of the relevant government authorities.
Business Overview—Regulations—Regulations Related to Online Games—Anti-addiction System and Protection of Minors.” 28 Table of Contents Although we have implemented several measures and developed a detailed plan for system upgrade and are in the process of conducting various system upgrading works according to the requirements under the relevant laws and regulations, we may be nevertheless considered non-compliant if the regulators take a different view, or if our system is not fully upgraded by the end of the grace period, the length of which also remains uncertain at the discretion of the relevant government authorities.
Business Overview—Regulation—Regulations Related to M&A and Overseas Listings.” 53 Table of Contents On February 17, 2023, the CSRC held a press conference for the release of the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, which clarifies that the domestic companies that have already been listed overseas before March 31, 2023 shall be deemed as the existing applicants who are not required to complete the filing procedures immediately but shall be required to file with the CSRC when subsequent matters such as refinancing are involved.
Business Overview—Regulations—Regulations Related to M&A and Overseas Listings.” On February 17, 2023, the CSRC held a press conference for the release of the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, which clarifies that the domestic companies that have already been listed overseas before March 31, 2023 shall be deemed as the existing applicants who are not required to complete the filing procedures immediately but shall be required to file with the CSRC when subsequent matters such as refinancing are involved.
The mobile games market in mainland China has evolved rapidly in recent years, with developments such as the introduction of new business models, the development of player preferences, the increasing popularity of smartphones, market entry by new competitors and the adoption of new strategies by existing competitors.
The mobile games market in mainland China has evolved rapidly in recent years, with developments such as the introduction of new business models, the development of player preferences, the increasing popularity of smartphones, market entry by new competitors and the adoption of new strategies by our competitors.
Related Party Transactions—Other Related Party Transactions.” This construction project includes risks such as: • this entity may not be able to obtain construction financing for the development of the construction project on reasonable terms in a timely manner, or at all, and we may consider to provide additional financing to this entity to fund the development or construction; • construction may not be completed on schedule due to various reasons, such as supply chain issues and increased difficulty for workforce recruitment, which could result in increased expenses and construction costs, and would result in reduced profitability; 38 Table of Contents • construction costs may exceed this entity’s original estimates due to increases in interest rates and increased material, labor or other costs, possibly making the property less profitable than projected or unprofitable because this entity may not be able to increase rents to compensate for the increase in construction costs; • occupancy rates and rents at newly completed properties and the time it takes to lease such facilities fully or substantially may not meet this entity’s expectations, which may result in lower than projected occupancy and rental rates resulting in an investment that is less profitable than projected or unprofitable; • claims for construction defects after a property has been developed; • poor performance or nonperformance by any of our business partners or other third parties on whom we rely; • health and safety incidents and site accidents; and • compliance with building codes and other local regulations.
Related Party Transactions—Other Related Party Transactions.” This construction project includes risks such as: • this entity may not be able to obtain construction financing for the development of the construction project on reasonable terms in a timely manner, or at all, and we may consider to provide additional financing to this entity to fund the development or construction; • construction may not be completed on schedule due to various reasons, such as supply chain issues, increased difficulty for workforce recruitment, disruption to the business operation or financial positions of the construction contractors or other parties on whom we rely, which could result in increased expenses and construction costs, and would result in reduced profitability; • construction costs may exceed this entity’s original estimates due to increases in interest rates and increased material, labor or other costs, possibly making the property less profitable than projected or unprofitable because this entity may not be able to increase rents to compensate for the increase in construction costs; • occupancy rates and rents at newly completed properties and the time it takes to lease such facilities fully or substantially may not meet this entity’s expectations, which may result in lower than projected occupancy and rental rates resulting in an investment that is less profitable than projected or unprofitable; • claims for construction defects after a property has been developed; • poor performance or nonperformance by any of our business partners, construction contractors or other third parties on whom we rely; • health and safety incidents and site accidents; and • compliance with building codes and other local regulations.
Furthermore, in a consultation with the competent government authorities in January 2024, our PRC counsel, Jingtian & Gongcheng, was informed that operation of an online comics business currently does not require the Internet Publishing Service License.
Furthermore, in a consultation with the competent government authorities in January 2025, our PRC counsel, Jingtian & Gongcheng, was informed that operation of an online comics business currently does not require the Internet Publishing Service License.
STA Bulletin 7 does not apply to transactions of sale of shares by investors through a public stock exchange where such shares were acquired from a transaction through a public stock exchange. 60 Table of Contents There is uncertainty as to the application of STA Bulletin 7.
STA Bulletin 7 does not apply to transactions of sale of shares by investors through a public stock exchange where such shares were acquired from a transaction through a public stock exchange. 54 Table of Contents There is uncertainty as to the application of STA Bulletin 7.
The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.” 8 Table of Contents Cash and Asset Flows Through Our Organization Bilibili Inc. transfers cash to its wholly owned Hong Kong subsidiaries, by making capital contributions or providing loans, and the Hong Kong subsidiaries transfer cash to the subsidiaries in mainland China by making capital contributions or providing loans to them.
The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.” Cash and Asset Flows Through Our Organization Bilibili Inc. transfers cash to its wholly owned Hong Kong subsidiaries, by making capital contributions or providing loans, and the Hong Kong subsidiaries transfer cash to the subsidiaries in mainland China by making capital contributions or providing loans to them.
Further, others may engage in conduct that constitutes unfair competition, defamation or other violations of our rights, which could harm our business, reputation and competitive position. Protection of intellectual property rights in the counties and regions that we operate may not be sufficient. Furthermore, policing unauthorized use of proprietary technology is difficult and expensive.
Further, others may engage in conduct that constitutes unfair competition, defamation or other violations of our rights, which could harm our business, reputation and competitive position. 30 Table of Contents Protection of intellectual property rights in the counties and regions that we operate may not be sufficient. Furthermore, policing unauthorized use of proprietary technology is difficult and expensive.
As the Negative List (2021) is relatively new, there remain substantial uncertainties as to the interpretation and implementation of these new requirements, and it is unclear as to whether and to what extent listed companies like us will be subject to these new requirements.
As the Negative List (2024) is relatively new, there remain substantial uncertainties as to the interpretation and implementation of these new requirements, and it is unclear as to whether and to what extent listed companies like us will be subject to these new requirements.
Due to the disparate voting powers attached to these two classes of ordinary shares, three of our directors, Rui Chen, Ni Li and Yi Xu, beneficially own all of our issued Class Y ordinary shares.
Due to the disparate voting powers attached to these two classes of ordinary shares, three of our directors, Mr. Rui Chen, Ms. Ni Li and Mr. Yi Xu, beneficially own all of our issued Class Y ordinary shares.
If any of the aforementioned risks were to occur, it could have a substantial negative impact on the construction project’s success and result in a material adverse effect on our financial condition or results of operations. Any malfunction, capacity constraint or operation interruption for any extended period may have an adverse impact on our business.
If any of the aforementioned risks were to occur, it could have a substantial negative impact on the construction project’s success and result in a material adverse effect on our financial condition or results of operations. 37 Table of Contents Any malfunction, capacity constraint or operation interruption for any extended period may have an adverse impact on our business.
Any errors, bugs or vulnerabilities discovered in our code after release could result in damage to our reputation, loss of users, loss of content providers, loss of revenue or liability for damages, any of which could adversely affect our business and operating results. 39 Table of Contents We utilize payment collection channels to collect proceeds from our paying users’ purchases.
Any errors, bugs or vulnerabilities discovered in our code after release could result in damage to our reputation, loss of users, loss of content providers, loss of revenue or liability for damages, any of which could adversely affect our business and operating results. We utilize payment collection channels to collect proceeds from our paying users’ purchases.
Any such exclusion from indices could result in a less active trading market for the ADSs. Any actions or publications by shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of the ADSs. 68 Table of Contents Techniques employed by short sellers may drive down the market prices of the ADSs.
Any such exclusion from indices could result in a less active trading market for the ADSs. Any actions or publications by shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of the ADSs. Techniques employed by short sellers may drive down the market prices of the ADSs.
If such expansion is not properly managed, it may adversely affect our financial and operating resources without achieving the desired effects. If we are unable to generate sufficient revenues to outpace the increase in costs, we may incur more losses and our business, financial condition and results of operations may be adversely affected.
If such expansion is not properly managed, it may adversely affect our financial and operating resources without achieving the desired effects. If we are unable to generate sufficient revenues to outpace the increase in costs, or effectively control our costs, we may incur more losses and our business, financial condition and results of operations may be adversely affected.
We face intense competition for users and hosts for our live broadcasting business. We face significant competition in the live broadcasting business for both users and hosts. The live broadcasting on our platform primarily focuses on interest areas including game, entertainment, e-sports and virtual live broadcasting.
We face intense competition for users and hosts for our live broadcasting business. We face significant competition in the live broadcasting business for both users and hosts. The live broadcasting on our platform primarily focuses on interest areas including game and e-sports, entertainment, virtual and lifestyle related live broadcasting.
Pursuant to the Negative List (2021), if a domestic company engaging in the prohibited business stipulated in the Negative List (2021) seeks an overseas offering and listing, it shall obtain the approval from the competent governmental authorities.
Pursuant to the Negative List (2024), if a domestic company engaging in the prohibited business stipulated in the Negative List (2024) seeks an overseas offering and listing, it shall obtain the approval from the competent governmental authorities.
As a result, holders of ADSs may not be able to exercise their right to vote and may lack recourse if the underlying Class Z ordinary shares represented by their ADSs are not voted as they requested. 74 Table of Contents ADS holders may experience dilution of their holdings due to inability to participate in rights offerings.
As a result, holders of ADSs may not be able to exercise their right to vote and may lack recourse if the underlying Class Z ordinary shares represented by their ADSs are not voted as they requested. ADS holders may experience dilution of their holdings due to inability to participate in rights offerings.
In addition, appreciation or depreciation in the value of the Renminbi relative to U.S. dollars would affect our financial results reported in U.S. dollars terms regardless of any underlying change in our business or results of operations. 65 Table of Contents Very limited hedging options are available in mainland China to reduce our exposure to exchange rate fluctuations.
In addition, appreciation or depreciation in the value of the Renminbi relative to U.S. dollars would affect our financial results reported in U.S. dollars terms regardless of any underlying change in our business or results of operations. Very limited hedging options are available in mainland China to reduce our exposure to exchange rate fluctuations.
We are subject to value-added tax for goods sold mainly at a rate of 13% depending on their categories in different periods in 2021, 2022 and 2023.
We are subject to value-added tax for goods sold mainly at a rate of 13% depending on their categories in different periods in 2022, 2023 and 2024.
Memorandum and Articles of Association—Differences in Corporate Law.” 72 Table of Contents ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreements, which could result in less favorable outcomes to the plaintiff(s) in any such action.
Memorandum and Articles of Association—Differences in Corporate Law.” ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreements, which could result in less favorable outcomes to the plaintiff(s) in any such action.
If the Cybersecurity Review Measures and the enacted version of the Regulations of Internet Data Security Management (Draft for Comments) mandate clearance of cybersecurity review and other specific actions to be taken by issuers like us, we face uncertainties as to whether we can complete these additional procedures timely, or at all, which may subject us to government enforcement actions and investigations, fines, penalties, suspension of our non-compliant operations, or removal of our app from the relevant application stores, and materially and adversely affect our business and results of operations.
If the Cybersecurity Review Measures and the Regulations of Internet Data Security Management mandate clearance of cybersecurity review and other specific actions to be taken by issuers like us, we face uncertainties as to whether we can complete these additional procedures timely, or at all, which may subject us to government enforcement actions and investigations, fines, penalties, suspension of our non-compliant operations, or removal of our app from the relevant application stores, and materially and adversely affect our business and results of operations.
If we are unable to provide a superior user experience, our user base and user engagement may decline, which may materially and adversely affect our business and growth prospects. 18 Table of Contents We maintain a large content library primarily consisting of professional user generated video, or PUGV, and occupationally generated video, or OGV.
If we are unable to provide a superior user experience, our user base and user engagement may decline, which may materially and adversely affect our business and growth prospects. We maintain a large content library primarily consisting of professional user generated video, or PUGV, and occupationally generated video, or OGV.
In case of a loss of virtual assets, we may be sued by our game players or users and held liable for damages, which may negatively affect our reputation and business, financial condition and results of operations. Restrictions on virtual currency may adversely affect our online game revenues.
In case of a loss of virtual assets, we may be sued by our game players or users and held liable for damages, which may negatively affect our reputation and business, financial condition and results of operations. 52 Table of Contents Restrictions on virtual currency may adversely affect our online game revenues.
Information on the Company—B. Business Overview—Regulation—Regulations Related to Internet Information Security and Privacy Protection.” The following are examples of certain recent PRC regulatory activities in this area: Data Security • In December 2021, the Cyberspace Administration of China, together with other authorities, jointly promulgated the Cybersecurity Review Measures, which became effective on February 15, 2022.
Information on the Company—B. Business Overview—Regulations—Regulations Related to Internet Information Security and Privacy Protection.” The following are examples of certain recent PRC regulatory activities in this area: 21 Table of Contents Data Security • In December 2021, the Cyberspace Administration of China, together with other authorities, jointly promulgated the Cybersecurity Review Measures, which became effective on February 15, 2022.
If we are required to comply with these requirements and fail to do so on a timely basis, if at all, our business operation, financial conditions and business prospect may be adversely and materially affected. In addition, we cannot assure you that any new rules or regulations promulgated in the future will not impose additional requirements on us.
If we are required to comply with these requirements and fail to do so on a timely basis, if at all, our business operation, financial conditions and business prospect may be adversely and materially affected. 49 Table of Contents In addition, we cannot assure you that any new rules or regulations promulgated in the future will not impose additional requirements on us.
Business Overview—Content Management and Review.” However, there can be no assurance that we can identify all the videos or other content that may violate relevant laws and regulations due to the large amount of content uploaded by our users every day.
Business Overview—Content Management and Review.” However, there can be no assurance that we can identify all the videos or other content that may violate relevant laws and regulations due to the large amount of content uploaded to our platform every day.
No mobile game individually contributed more than 10% of our total net revenues for the years ended December 31, 2021, 2022 and 2023, respectively.
No mobile game individually contributed more than 10% of our total net revenues for the years ended December 31, 2022, 2023 and 2024, respectively.
We cannot assure you that we will be able to attract our content creators to upload their content to our platform or renew or enter into license agreements on commercially reasonable terms with our licensors or at all. In addition, the industry in which we operate is characterized by rapidly changing technologies and changing user expectations.
We cannot assure you that we will be able to attract our content creators to upload their content to our platform or renew or enter into license agreements on commercially reasonable terms with our licensors or at all. 20 Table of Contents In addition, the industry in which we operate is characterized by rapidly changing technologies and changing user expectations.
We may be required to obtain additional licenses or approvals if the PRC government adopts more stringent policies or regulations for our business. We are subject to various regulatory requirements in relation to our operation of online games.
We may be required to obtain additional licenses or approvals if the PRC government adopts more stringent policies or regulations for our business. 26 Table of Contents We are subject to various regulatory requirements in relation to our operation of online games.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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We treat them and their subsidiaries as variable interest entities under U.S. GAAP, and have consolidated the financial results of these entities in our consolidated financial statements in accordance with U.S.
We treat them and their subsidiaries as variable interest entities under U.S. GAAP, and have consolidated the financial results of these entities in our consolidated financial statements in accordance with U.S. GAAP.
Rui Chen; and (iv) to nominate, elect, designate or appoint and remove the legal representative, directors, supervisors and other senior officers of Shanghai Kuanyu pursuant to the articles of association of Shanghai Kuanyu; (v) to raise lawsuits or other legal proceedings against the directors, supervisors and senior officers of Shanghai Kuanyu when their behaviors harm the interest of its shareholders; (vi) to sign and execute any related documents including, but not limited to, share transfer agreement, asset transfer agreement and board resolutions when Mr.
Rui Chen; (iv) nominate, elect, designate or appoint and remove the legal representative, directors, supervisors and other senior officers of Shanghai Kuanyu pursuant to the articles of association of Shanghai Kuanyu; (v) raise lawsuits or other legal proceedings against the directors, supervisors and senior officers of Shanghai Kuanyu when their behaviors harm the interest of its shareholders; (vi) sign and execute any related documents including, but not limited to, share transfer agreement, asset transfer agreement and board resolutions when Mr.
Rui Chen exercises his right to transfer his equity in Shanghai Kuanyu in accordance with exclusive option agreement; and (vii) to instruct the directors and senior officers to act in accordance with our attention. Mr.
Rui Chen exercises his right to transfer his equity in Shanghai Kuanyu in accordance with exclusive option agreement; and (vii) instruct the directors and senior officers to act in accordance with our attention. Mr.
Notwithstanding the foregoing, Hode Shanghai shall have the right to adjust the level of the service fee based on the (a) the complexity of the services provided; (b) the time required for providing the services; (c) the content and commercial value of the services provided; and (d) the market price of the same type of services.
Notwithstanding the foregoing, Hode Shanghai shall have the right to adjust the level of the service fee based on (a) the complexity of the services provided; (b) the time required for providing the services; (c) the content and commercial value of the services provided; and (d) the market price of the same type of services.
The exclusive option agreement has an indefinite term commencing from December 23, 2020, being the date of the exclusive option agreement, until it is terminated (i) by Hode Shanghai through giving Shanghai Kuanyu and Mr. Rui Chen a prior written notice of termination; or (ii) upon the transfer of the entire equity interests held by the Mr.
The exclusive option agreement has an indefinite term commencing from December 23, 2020, being the date of the exclusive option agreement, until it is terminated (i) by Hode Shanghai through giving Shanghai Kuanyu and Mr. Rui Chen a prior written notice of termination; or (ii) upon the transfer of the entire equity interests held by Mr.
“Item 4. Information on the Company—B. Business Overview—Regulation—Regulations Related to Online Transmission of Audio-Visual Programs.” If such content violates the Provisional Measures on Administration of Internet Culture, operating internet culture entities may face, among others, order to rectify, confiscation of illegal proceeds, fines, revocation of license and even criminal investigations or penalties. “Item 4. Information on the Company—B.
“Item 4. Information on the Company—B. Business Overview—Regulations—Regulations Related to Online Transmission of Audio-Visual Programs.” If such content violates the Provisional Measures on Administration of Internet Culture, operating internet culture entities may face, among others, order to rectify, confiscation of illegal proceeds, fines, revocation of license and even criminal investigations or penalties. “Item 4. Information on the Company—B.
On October 23, 2019, the SAFE released the Circular 28, according to which besides foreign-invested enterprises engaged in investment business, non-investment foreign-invested enterprises are also permitted to make domestic equity investments with their capital funds in foreign currency provided that such investments do not violate the Negative List (2021) and the target investment projects are genuine and in compliance with laws.
On October 23, 2019, the SAFE released the Circular 28, according to which besides foreign-invested enterprises engaged in investment business, non-investment foreign-invested enterprises are also permitted to make domestic equity investments with their capital funds in foreign currency provided that such investments do not violate the Negative List and the target investment projects are genuine and in compliance with laws.
Rui Chen and Shanghai Kuanyu have undertaken to perform certain acts or refrain from performing certain other acts unless they have obtained prior approval from Hode Shanghai, including, but not limited to, the following matters: • Shanghai Kuanyu shall not in any manner supplement, change or alter its constitutional documents or increase or decrease its registered capital or change the structure of its registered capital in other manner; 120 Table of Contents • Shanghai Kuanyu shall prudently and effectively operate its business and transactions in accordance with the good financial and business standards; • Shanghai Kuanyu shall not sell, transfer, mortgage or otherwise dispose of any assets, business, legal or beneficial interest of its income or allow any guarantee or security to be created on its assets except for those of value less than RMB 1 million required for normal business operations; • Shanghai Kuanyu shall not incur, inherit, guarantee or allow any indebtedness other than those having been disclosed to and consented by Hode Shanghai in writing or those made during the ordinary course of its business; • Shanghai Kuanyu shall not enter into any material contracts with an amount more than RMB1 million without Hode Shanghai’s prior written consent, except the contracts executed in the ordinary course of business or contracts entered between Shanghai Kuanyu and Bilibili (or any of its subsidiaries); • Shanghai Kuanyu shall operate its business in order to maintain its asset value or not allow any acts or omission which adversely affects its business or assets value; • Shanghai Kuanyu shall immediately inform Hode Shanghai if its assets or business involved in any disputes, litigations, arbitrations or administrative proceedings; • Shanghai Kuanyu shall not distribute any dividend to its shareholder without Hode Shanghai’s written consent.
Rui Chen and Shanghai Kuanyu have undertaken to perform certain acts or refrain from performing certain other acts unless they have obtained prior approval from Hode Shanghai, including, but not limited to, the following matters: • Shanghai Kuanyu shall not in any manner supplement, change or alter its constitutional documents or increase or decrease its registered capital or change the structure of its registered capital in other manner; • Shanghai Kuanyu shall prudently and effectively operate its business and transactions in accordance with the good financial and business standards; • Shanghai Kuanyu shall not sell, transfer, mortgage or otherwise dispose of any assets, business, legal or beneficial interest of its income or allow any guarantee or security to be created on its assets except for those of value less than RMB 1 million required for normal business operations; • Shanghai Kuanyu shall not incur, inherit, guarantee or allow any indebtedness other than those having been disclosed to and consented by Hode Shanghai in writing or those made during the ordinary course of its business; • Shanghai Kuanyu shall not enter into any material contracts with an amount more than RMB1 million without Hode Shanghai’s prior written consent, except the contracts executed in the ordinary course of business or contracts entered between Shanghai Kuanyu and Bilibili (or any of its subsidiaries); • Shanghai Kuanyu shall operate its business in order to maintain its asset value or not allow any acts or omission which adversely affects its business or assets value; • Shanghai Kuanyu shall immediately inform Hode Shanghai if its assets or business involved in any disputes, litigations, arbitrations or administrative proceedings; • Shanghai Kuanyu shall not distribute any dividend to its shareholder without Hode Shanghai’s written consent.
PRC laws and regulations prohibit direct foreign investment in operating companies in these sectors. Certain consolidated affiliated entities with which we have contractual arrangements and their subsidiaries, namely, Shanghai Kuanyu, Hode Information Technology, Sharejoy Network Technology Co., Ltd. and Shanghai Hehehe Culture Communication Co., Ltd., currently operate the internet information services.
PRC laws and regulations prohibit direct foreign investment in operating companies in these sectors. Certain consolidated affiliated entities with which we have contractual arrangements and their subsidiaries, namely, Shanghai Kuanyu, Hode Information Technology, Chaodian Culture, Sharejoy Network Technology Co., Ltd. and Shanghai Hehehe Culture Communication Co., Ltd., currently operate the internet information services.
Instead, we decided that, in line with common practice in industries in the PRC subject to foreign investment restrictions, we would gain effective control over, and have the right to receive all the economic benefits generated by the Relevant Businesses which are currently operated by these entities through contractual arrangements.
Instead, we decided that, in line with common practice in industries in the PRC subject to foreign investment restrictions, we would gain effective control over, and have the right to receive all the economic benefits generated by the businesses which are currently operated by these entities through contractual arrangements.
To protect the community values and contribute to a more harmonious community, our veteran users have voluntarily formed a community discipline committee to collectively evaluate the appropriateness of content posted on our platform, the results of which will be used to train our AI system for content monitoring.
To protect the community values and contribute to a more harmonious community, our veteran users have voluntarily formed a community discipline committee to collectively evaluate the appropriateness of content posted on our platform, the results of which will be used to train our AI screening system for content monitoring.
On March 13, 2019, the Office of the Central Cyberspace Affairs Commission and the SAMR jointly issued the Notice on App Security Certification and the Implementation Rules on Security Certification of Mobile Internet Application, which encourages mobile application operators to voluntarily obtain app security certification, and search engines and app stores are encouraged to recommend certified applications to users. 103 Table of Contents PRC government authorities have enacted legislations on internet use to protect personal information from any unauthorized disclosure and prohibits an internet content provision operator from insulting or slandering a third party or infringing the lawful rights and interests of a third party.
On March 13, 2019, the Office of the Central Cyberspace Affairs Commission and the SAMR jointly issued the Notice on App Security Certification and the Implementation Rules on Security Certification of Mobile Internet Application, which encourages mobile application operators to voluntarily obtain app security certification, and search engines and app stores are encouraged to recommend certified applications to users. 89 Table of Contents PRC government authorities have enacted legislations on internet use to protect personal information from any unauthorized disclosure and prohibits an internet content provision operator from insulting or slandering a third party or infringing the lawful rights and interests of a third party.
According to the Patent Law of the PRC and the Interim Measures on the Handling of Examination Operations in relation to the Implementation of the Amended Patent Law issued by the China National Intellectual Property Administration on May 24, 2021, invention patents are valid for 20 years, utility model patents are valid for 10 years and design patents filed no later than May 31, 2021 are valid for 10 years while design patents filed on or after June 1, 2021 are valid for 15 years, from the date of application. 108 Table of Contents On June 15, 2001, the State Council promulgated the Implementation Rules for the Patent Law of the PRC, which was last amended on December 11, 2023 and became effective from January 20, 2024.
According to the Patent Law of the PRC and the Interim Measures on the Handling of Examination Operations in relation to the Implementation of the Amended Patent Law issued by the China National Intellectual Property Administration on May 24, 2021, invention patents are valid for 20 years, utility model patents are valid for 10 years and design patents filed no later than May 31, 2021 are valid for 10 years while design patents filed on or after June 1, 2021 are valid for 15 years, from the date of application. 93 Table of Contents On June 15, 2001, the State Council promulgated the Implementation Rules for the Patent Law of the PRC, which was last amended on December 11, 2023 and became effective from January 20, 2024.
In addition, pursuant to the exclusive business cooperation agreement, without the prior written approval from Hode Shanghai, Shanghai Kuanyu shall not, and/or shall procure its consolidated affiliated entities not to, enter into any transactions (save as those transactions entered into in the ordinary course of business) that may materially affect its assets, obligations, rights or operation, including but not limited to: 119 Table of Contents • the sale, transfer, mortgage or otherwise dispose of any assets (except for those of value less than RMB1 million in the ordinary course of business of the consolidated affiliated entities), business, management right or beneficial interest of income or create any security interest on any assets, including, but not limited to, any mortgage, pledge, share options or other guarantee arrangements; • the provision of any guarantee or any fees to third parties or the occurrence of any indebtedness (except for those reasonable costs incurred in the ordinary course of business); • the entering into of any material contracts (except for those where contract amount is less than RMB1 million and those which are entered into within the ordinary course of business of the consolidated affiliated entities between Shanghai Kuanyu and Hode Shanghai and its related parties); • any merger, acquisition, restructuring or liquidation; and • cause any conflict of interest between Shanghai Kuanyu and Hode Shanghai as well as its shareholders.
In addition, pursuant to the exclusive business cooperation agreement, without the prior written approval from Hode Shanghai, Shanghai Kuanyu shall not, and/or shall procure its consolidated affiliated entities not to, enter into any transactions (save as those transactions entered into in the ordinary course of business) that may materially affect its assets, obligations, rights or operation, including but not limited to: • the sale, transfer, mortgage or otherwise dispose of any assets (except for those of value less than RMB1 million in the ordinary course of business of the consolidated affiliated entities), business, management right or beneficial interest of income or create any security interest on any assets, including, but not limited to, any mortgage, pledge, share options or other guarantee arrangements; • the provision of any guarantee or any fees to third parties or the occurrence of any indebtedness (except for those reasonable costs incurred in the ordinary course of business); • the entering into of any material contracts (except for those where contract amount is less than RMB1 million and those which are entered into within the ordinary course of business of the consolidated affiliated entities between Shanghai Kuanyu and Hode Shanghai and its related parties); • any merger, acquisition, restructuring or liquidation; and • cause any conflict of interest between Shanghai Kuanyu and Hode Shanghai as well as its shareholders.
We generate revenues primarily from VAS, advertising, mobile games, and IP derivatives. Our cost of revenues consists of revenue-sharing costs, content costs, server and bandwidth costs, staff costs and IP derivatives and other costs. For a detailed description, please see “Item 5.
We generate revenues primarily from VAS, advertising, mobile games, and IP derivatives and others. Our cost of revenues consists of revenue-sharing costs, content costs, server and bandwidth costs, staff costs and IP derivatives and other costs. For a detailed description, please see “Item 5.
Our rapidly growing community and increasing brand awareness make Bilibili an appealing platform for advertisers wishing to gain more exposure to this highly coveted group. We offer various advertising formats including performance-based, brand, and native advertising.
Our growing community and increasing brand awareness make Bilibili an appealing platform for advertisers wishing to gain more exposure to this highly coveted group. We offer various advertising formats including performance-based, brand, and native advertising.
Rui Chen has undertaken that he will refrain from any action or omission that may cause any conflict of interest between himself and Hode Shanghai or its shareholders. 117 Table of Contents The power of attorney has an indefinite term commencing from August 24, 2021 and will be terminated in the event that (i) the power of attorney is unilaterally terminated by Hode Shanghai; or (ii) it is legally permissible for Hode Shanghai, Bilibili or any of its subsidiaries to hold equity interests directly or indirectly in Shanghai Kuanyu and Hode Shanghai or its designated person is registered to be the sole shareholder of Shanghai Kuanyu.
Rui Chen has undertaken that he will refrain from any action or omission that may cause any conflict of interest between himself and Hode Shanghai or its shareholders. 101 Table of Contents The power of attorney has an indefinite term commencing from August 24, 2021 and will be terminated in the event that (i) the power of attorney is unilaterally terminated by Hode Shanghai; or (ii) it is legally permissible for Hode Shanghai, Bilibili or any of its subsidiaries to hold equity interests directly or indirectly in Shanghai Kuanyu and Hode Shanghai or its designated person is registered to be the sole shareholder of Shanghai Kuanyu.
Regulation This section sets forth a summary of the most significant rules and regulations that affect our business activities in mainland China or the rights of our shareholders to receive dividends and other distributions from us.
Regulations This section sets forth a summary of the most significant rules and regulations that affect our business activities in mainland China or the rights of our shareholders to receive dividends and other distributions from us.
In 2023, leveraging the fast-developing AI large language models, we have improved our AI-based screening capabilities, which led to a significant improvement in the efficiency of our overall content management and review team.
Leveraging the fast-developing AI large language models, we have improved our AI-based screening capabilities, which led to a significant improvement in the efficiency of our overall content management and review team.
On September 30, 2020, Chaodian Technology, Chaodian Culture and each of the individual shareholders of Hode Chaodian Culture entered into an exclusive option agreement, which contains terms substantially similar to the exclusive option agreement described above.
On September 30, 2020, Chaodian Technology, Chaodian Culture and each of the individual shareholders of Chaodian Culture entered into an exclusive option agreement, which contains terms substantially similar to the exclusive option agreement described above.
In 2023, led by our environmental management goals, we continued to implement effective environmentally protective practices. We rolled out energy-efficient office facilities and encouraged our employees to conserve resources, including water, electricity, paper, and office supplies. We work with business partners aligned with our commitment to carbon emission reduction. All our servers comply with industry energy standards in China.
In 2024, led by our environmental management goals, we continued to implement effective environmentally protective practices. We rolled out energy-efficient office facilities and encouraged our employees to conserve resources, including water, electricity, paper, and office supplies. We work with business partners aligned with our commitment to carbon emission reduction. All our servers comply with industry energy standards in China.
We do not have other material transactions, agreements or understanding with our advertising customers, other than in their capacity as our advertising customers. Mobile games As a key component of ACG culture, games are the second most popular genre category of our PUGV based on video views in 2023. A substantial portion of our users are game lovers.
We do not have other material transactions, agreements or understanding with our advertising customers, other than in their capacity as our advertising customers. Mobile games As a key component of ACG culture, games are the second most popular genre category of our PUGV based on video views in 2024. A substantial portion of our users are game lovers.
These two systems include, among others, following measures: (i) the real-name registration system requires users to register with valid identity information and the users without real-name authentication will not be able to log into the game after 1 hour’s trial playing in visitor experience mode for 15 days; 97 Table of Contents (ii) the users are not allowed to top up or purchase game virtual items in visitor experience mode; (iii) the accumulated time of minors playing game each day is monitored, calculated and limited to less than three hours per day on PRC statutory holidays and 1.5 hours per day during other times, and upon exceeding such time limit, a notification will pop up and the player will be forced to log out; (iv) minors are not able to log into the game between 10:00 p.m. and 8:00 a.m.; and (v) consumption limits for minors have been implemented as required by the relevant regulatory guidance.
These two systems include following measures: (i) the real-name registration system requires users to register with valid identity information and the users without real-name authentication will not be able to log into the game after 1 hour’s trial playing in visitor experience mode for 15 days; (ii) the users are not allowed to top up or purchase game virtual items in visitor experience mode; (iii) the accumulated time of minors playing game each day is monitored, calculated and limited to less than three hours per day on PRC statutory holidays and 1.5 hours per day during other times, and upon exceeding such time limit, a notification will pop up and the player will be forced to log out; (iv) minors are not able to log into the game between 10:00 p.m. and 8:00 a.m.; and (v) consumption limits for minors have been implemented as required by the relevant regulatory guidance.
Regulations Relating to Generative AI In August 2019, the Ministry of Science and Technology of the PRC issued the Guidelines for the Construction of the National New Generation Artificial Intelligence Innovation and Development Pilot Zone, which was amended on September 29, 2020 and came into effect on the same date.
Regulations Related to Generative AI In August 2019, the Ministry of Science and Technology of the PRC issued the Guidelines for the Construction of the National New Generation Artificial Intelligence Innovation and Development Pilot Zone, which was amended on September 29, 2020 and came into effect on the same date.
Rui Chen shall inform and transfer all distributable receivable by him to Hode Shanghai as soon as possible after receiving such interests; • Shanghai Kuanyu and its affiliates shall provide its operation and financial information to Hode Shanghai or its designated person upon Hode Shanghai’s request; • Shanghai Kuanyu shall not separate, or merge, or enter into joint operation agreements with other entities, or acquire or be acquired by other entities, or invest in any entities without Hode Shanghai’s written consent; • Shanghai Kuanyu shall sign all necessary and appropriate documents, take all necessary and proper acts, bring up all necessary and proper requests, or raise necessary and proper defenses against claims to maintain Shanghai Kuanyu and its affiliates’ ownership for all the assets; • if Mr.
Rui Chen shall inform and transfer all distributable receivable by him to Hode Shanghai as soon as possible after receiving such interests; • Shanghai Kuanyu and its affiliates shall provide its operation and financial information to Hode Shanghai or its designated person upon Hode Shanghai’s request; • Shanghai Kuanyu shall not separate, or merge, or enter into joint operation agreements with other entities, or acquire or be acquired by other entities, or invest in any entities without Hode Shanghai’s written consent; • Shanghai Kuanyu shall sign all necessary and appropriate documents, take all necessary and proper acts, bring up all necessary and proper requests, or raise necessary and proper defenses against claims to maintain Shanghai Kuanyu and its affiliates’ ownership for all the assets; 104 Table of Contents • if Mr.
All of the other content, primarily consisting of bullet chats posted by users, is also automatically filtered by our screening system, which utilizes an artificial intelligence-based screening system to conduct semantic analysis on bullet chats to analyze, identify and screen out inappropriate bullet chats.
All of the other content, primarily consisting of bullet chats posted by users, is also automatically filtered by our AI-powered screening system, which utilizes an artificial intelligence-based screening system to conduct semantic analysis on bullet chats to analyze, identify and screen out inappropriate bullet chats.
According to the Negative List (2021), the foreign equity interest ownership of entities that engage in value-added telecommunications business (except for e-commerce, domestic multi-party communication, storage and forwarding and call center) must not exceed 50%.
According to the Negative List (2024), the foreign equity interest ownership of entities that engage in value-added telecommunications business (except for e-commerce, domestic multi-party communication, storage and forwarding and call center) must not exceed 50%.
Users’ purchase of in-game virtual items to enhance their game-playing experiences is the primary source of our revenue generated from mobile games. As of December 31, 2023, we operated multiple exclusively distributed mobile games and hundreds of jointly operated mobile games.
Users’ purchase of in-game virtual items to enhance their game-playing experiences is the primary source of our revenue generated from mobile games. As of December 31, 2024, we operated multiple exclusively distributed mobile games and hundreds of jointly operated mobile games.
Li is the vice chairwoman of our board of directors and chief operating officer. Mr. Xu is our founder, director and president. (4) Hode Information Technology has 26 subsidiaries. (5) Mr. Rui Chen, Ms. Ni Li, Mr. Yi Xu, Mr.
Li is the vice chairwoman of our board of directors and chief operating officer. Mr. Xu is our founder, director and president. (4) Hode Information Technology has 23 subsidiaries. (5) Mr. Rui Chen, Ms. Ni Li, Mr. Yi Xu, Mr.
Subsequently, we obtained control over Shanghai Kuanyu Digital Technology Co., Ltd., which we refer to as Shanghai Kuanyu in this annual report, in July 2014 to further expand our operations. We incorporated Bilibili Inc. under the laws of the Cayman Islands, an exempted company with limited liability, as our offshore holding company in December 2013.
Subsequently, we obtained control over Shanghai Kuanyu Digital Technology Co., Ltd., which we refer to as Shanghai Kuanyu in this annual report, in July 2014 to further expand our operations. 67 Table of Contents We incorporated Bilibili Inc. under the laws of the Cayman Islands, an exempted company with limited liability, as our offshore holding company in December 2013.
Operating and Financial Review and Prospects—Key Components of Results of Operations.” 77 Table of Contents Our Users We have a young and culturally aspirational user base who are willing to invest in high-quality content and engaging user experience. Gen Z+, individuals in China born between 1985 and 2009, constitutes the core of our user base.
Operating and Financial Review and Prospects—Key Components of Results of Operations.” Our Users We have a young and culturally aspirational user base who are willing to invest in high-quality content and engaging user experience. Gen Z+, individuals in China born between 1985 and 2009, constitutes the core of our user base.
In 2023, we continued to integrate live broadcasting within our PUGV ecosystem, which has helped to motivate more users and creators to tap into our live broadcasting universe, thus enriching our live broadcasting content and increasing user penetration.
In 2024, we continued to integrate live broadcasting within our PUGV ecosystem, which has helped to motivate more users and creators to tap into our live broadcasting universe, thus enriching our live broadcasting content and increasing user penetration.
Company Law, Foreign Investment Law and its Implementation Measures The PRC Company Law, promulgated by the Standing Committee of the National People’s Congress, last amended in December 2023 and to be effective on July 1, 2024, provides that companies established in the PRC may take the form of a limited liability company or a joint stock company with limited liability.
Company Law, Foreign Investment Law and its Implementation Measures The PRC Company Law, promulgated by the Standing Committee of the National People’s Congress, last amended in December 2023 and became effective on July 1, 2024, provides that companies established in the PRC may take the form of a limited liability company or a joint stock company with limited liability.
Property, Plants and Equipment Our headquarter is located at Wujiaochang commercial district in Shanghai. We lease and occupy office buildings with an aggregate floor area of approximately 105,000 square meters. A substantial majority of our employees are based at our headquarters in Shanghai. Our servers and network facilities for internal administrative functions are located at our headquarters.
Property, Plants and Equipment Our headquarters is located at Wujiaochang commercial district in Shanghai. We lease and occupy office buildings with an aggregate floor area of approximately 104,000 square meters. A substantial majority of our employees are based at our headquarters in Shanghai. Our servers and network facilities for internal administrative functions are located at our headquarters.
On November 28, 2019, the Cyberspace Administration of China, Ministry of Industry and Information Technology, the Ministry of Public Security and SAMR jointly issued the Measures to Identify Illegal Collection and Usage of Personal Information by Apps, which lists six types of illegal collection and usage of personal information, including “failure to publish rules on the collection and usage of personal information,” “failure to expressly state the purpose, manner and scope of the collection and usage of personal information,” “collecting and using personal information without obtaining consents from users,” “collecting personal information irrelevant to the services provided,” “providing personal information to other parties without obtaining consent” and “failure to provide the function of deleting or correcting personal information as required by law or failure to publish the methods for complaints and reports or other information.” According to the Law of the PRC on the Protection of Minors (2020 Revision), which took effect on June 1, 2021, information processors must follow the principles of legality, legitimacy and necessity when processing personal information of minors via internet, and must obtain consent from minors’ parents or other guardians when processing personal information of minors under the age of 14.
On November 28, 2019, the Cyberspace Administration of China, Ministry of Industry and Information Technology, the Ministry of Public Security and SAMR jointly issued the Measures to Identify Illegal Collection and Usage of Personal Information by Apps, which lists six types of illegal collection and usage of personal information, including “failure to publish rules on the collection and usage of personal information,” “failure to expressly state the purpose, manner and scope of the collection and usage of personal information,” “collecting and using personal information without obtaining consents from users,” “collecting personal information irrelevant to the services provided,” “providing personal information to other parties without obtaining consent” and “failure to provide the function of deleting or correcting personal information as required by law or failure to publish the methods for complaints and reports or other information.” According to the Law of the PRC on the Protection of Minors (2024 Revision), which took effect on April 26, 2024, information processors must follow the principles of legality, legitimacy and necessity when processing personal information of minors via internet, and must obtain consent from minors’ parents or other guardians when processing personal information of minors under the age of 14.
We also enable broad video-based content consumption scenarios centered around professional user generated videos, or PUGV, supplemented with live broadcasting, occupationally generated videos, or OGV, and more. We adopt a user-centric commercialization model. Our ever-growing content ecosystem continues to satisfy our engaged and loyal users’ evolving needs, providing us with multiple levers for user-centric commercialization.
We also enable broad video-based content consumption scenarios centered around professional user generated videos, or PUGV, supplemented with live broadcasting, occupationally generated videos, or OGV, and more. 68 Table of Contents We adopt a user-centric commercialization model. Our ever-growing content ecosystem continues to satisfy our engaged and loyal users’ evolving needs, providing us with multiple levers for user-centric commercialization.
This measure also allows users to participate in the management of our communities and helps us educate users and foster a self-regulating environment to preserve and strengthen the community values that we hold dear. See “—Content Management and Review.” Community events.
This measure also allows users to participate in the management of our communities and helps us educate users and foster a self-regulating environment to preserve and strengthen the community values that we hold dear. See “—Content Management and Review.” 71 Table of Contents Community events.
Advertisers can leverage our brand advertising to raise their brand awareness, use native advertisements to influence user’s purchase decision and convert sales through our performance-based advertisements. The all-around marketing campaigns were well received by the users and brought satisfactory results for our advertisers.
Advertisers can leverage our brand advertising to raise their brand awareness, use native advertisements to influence user’s purchase decision and convert sales through our performance-based advertisements. These marketing campaigns were well received by the users and brought satisfactory results for our advertisers.
These implementation rules also set forth that foreign investors that invest in sectors on the Negative List (2021) in which foreign investment is restricted shall comply with special management measures with respect to, among others, shareholding and senior management personnel qualification in the Negative List (2021).
These implementation rules also set forth that foreign investors who invest in sectors on the Negative List (2024) in which foreign investment is restricted shall comply with special management measures with respect to, among others, shareholding and senior management personnel qualification in the Negative List (2024).
On September 30, 2020, Chaodian Technology, Chaodian Culture and each of the individual shareholders of Chaodian Culture entered into an equity pledge agreement, which contains terms substantially similar to the equity pledge agreement described above. 118 Table of Contents Letter of Undertakings Pursuant to the letter of undertakings, dated December 23, 2020, the spouse of Mr.
On September 30, 2020, Chaodian Technology, Chaodian Culture and each of the individual shareholders of Chaodian Culture entered into an equity pledge agreement, which contains terms substantially similar to the equity pledge agreement described above. Letter of Undertakings Pursuant to the letter of undertakings, dated December 23, 2020, the spouse of Mr.
We have sales and marketing, and anime production personnel at our regional offices in Beijing and Tokyo. We lease and occupy approximately 4,700 square meters of office space in Beijing, approximately 5,600 square meters of office space in Chengdu and approximately 700 square meters of office space in Tokyo. These leases vary in duration from one to four years.
We have sales and marketing, and anime production personnel at our regional offices in Beijing and Tokyo. We lease and occupy approximately 5,100 square meters of office space in Beijing, approximately 5,700 square meters of office space in Chengdu and approximately 700 square meters of office space in Tokyo. These leases vary in duration from one to four years.
As of December 31, 2023, our content screening team consists of over 2,800 employees dedicated to screening and monitoring the content uploaded on our platform to ensure that the flagged content identified by our screening system is reviewed and confirmed before it can be released. We provide initial training during the onboarding process for new hires.
As of December 31, 2024, our content screening team consists of over 2,200 employees dedicated to screening and monitoring the content uploaded on our platform to ensure that the flagged content identified by our screening system is reviewed and confirmed before it can be released. We provide initial training during the onboarding process for new hires.
This amendment emphasized the enforcement of anti-monopoly laws in internet, finance and other key industries. 110 Table of Contents On March 10, 2023, the SAMR issued the Provisions on Examination and Approval of Concentration of Business Operators, which became effective on April 15, 2023.
This amendment emphasized the enforcement of anti-monopoly laws in internet, finance and other key industries. On March 10, 2023, the SAMR issued the Provisions on Examination and Approval of Concentration of Business Operators, which became effective on April 15, 2023.
Further, in addition to responding to user complaints, our monitoring team frequently visit different live broadcasting rooms to ensure the appropriateness of the content. 86 Table of Contents We utilize a real-name system to authenticate the identities of our content creators and live broadcasting hosts.
Further, in addition to responding to user complaints, our monitoring team frequently visit different live broadcasting rooms to ensure the appropriateness of the content. We utilize a real-name system to authenticate the identities of our content creators and live broadcasting hosts.
Regulations Related to Foreign Investment in the PRC Foreign Investment Industrial Policy Investments activities in mainland China by foreign investors are principally governed by the Catalogue for the Encouragement of Foreign Investment Industries (2022 Edition) and the Negative List (2021), which were both promulgated by the Ministry of Commerce and the NDRC and each became effective on January 1, 2023 and January 1, 2022.
Regulations Related to Foreign Investment in the PRC Foreign Investment Industrial Policy Investment activities in mainland China by foreign investors are principally governed by the Catalogue for the Encouragement of Foreign Investment Industries (2022 Edition) and the Negative List (2024), which were both promulgated by the Ministry of Commerce and the NDRC and each became effective on January 1, 2023 and November 1, 2024.
The working papers formed within the territory of the PRC by the securities companies and securities service institutions that provide corresponding services for the overseas issuance and listing of domestic enterprises shall be kept within the territory of the PRC, and those that need to leave the PRC shall go through the examination and approval formalities in accordance with the relevant provisions of the State. 115 Table of Contents C.
The working papers formed within the territory of the PRC by the securities companies and securities service institutions that provide corresponding services for the overseas issuance and listing of domestic enterprises shall be kept within the territory of the PRC, and those that need to leave the PRC shall go through the examination and approval formalities in accordance with the relevant provisions of the State.
Organizational Structure The following chart illustrates our company’s organizational structure, including our principal subsidiaries and the Consolidated Affiliated Entities as of the date of this annual report: Notes: (1) Mr. Rui Chen holds 100% equity interests in Shanghai Kuanyu. He is also the chairman of our board of directors and our chief executive officer. (2) Shanghai Kuanyu has three subsidiaries.
C. Organizational Structure The following chart illustrates our company’s organizational structure, including our principal subsidiaries and the Consolidated Affiliated Entities as of the date of this annual report: Notes: (1) Mr. Rui Chen holds 100% equity interests in Shanghai Kuanyu. He is also the chairman of our board of directors and our chief executive officer.
Our Community Our community operating features Our users are attracted to our platform because of our creative content and retained by our diverse, inclusive and vibrant community. To preserve our culture and community values, we have employed the following features in operating our communities. 80 Table of Contents Membership exam.
Our Community Our community operating features Our users are attracted to our platform because of our creative content and retained by our diverse, inclusive and vibrant community. To preserve our culture and community values, we have employed the following features in operating our communities. Membership exam.
Every year, we hold large festivals and community events for our users, including New Year’s Eve Gala, Bilibili Power Up Award, Chinese New Year Gala, Bilibili Macro Link and Bilibili World. In July 2023, we hosted Bilibili World and Bilibili Macro Link in Shanghai, attracting a gathering of over 200,000 audiences to experience our unique community culture.
Every year, we hold large festivals and community events for our users, including New Year’s Eve Gala, Bilibili Power Up Award, Chinese New Year Gala, Bilibili Macro Link and Bilibili World. In July 2024, we hosted Bilibili World and Bilibili Macro Link in Shanghai, attracting a gathering of over 250,000 audiences to experience our unique community culture.
Sharing and communicating. Users can share and repost content uploaded by other users, add comments, send instant messages and view their history of interactions with other users.
Users can share and repost content uploaded by other users, add comments, send instant messages and view their history of interactions with other users.
Shanghai Kuanyu is not contractually entitled to unilaterally terminate the exclusive business cooperation agreement with Hode Shanghai unless otherwise required by PRC laws and regulations. On December 23, 2020, Hode Shanghai and Hode Information Technology entered into an exclusive business cooperation agreement, which contains terms substantially similar to the exclusive business cooperation agreement described above.
Shanghai Kuanyu is not contractually entitled to unilaterally terminate the exclusive business cooperation agreement with Hode Shanghai unless otherwise required by PRC laws and regulations. 103 Table of Contents On December 23, 2020, Hode Shanghai and Hode Information Technology entered into an exclusive business cooperation agreement, which contains terms substantially similar to the exclusive business cooperation agreement described above.
As of the date of this annual report, we have not received any notification from any competent authority in the PRC in relation to the non-registration of lease agreements. 122 Table of Contents ITEM 4A. UNRESOLVED STAFF COMMENTS Not applicable.
As of the date of this annual report, we have not received any notification from any competent authority in the PRC in relation to the non-registration of lease agreements. ITEM 4A. UNRESOLVED STAFF COMMENTS Not applicable.
This commercialization model differentiates us from other vertical-focused video streaming companies, mobile game companies, live broadcasting companies or e-commerce companies. 89 Table of Contents As we introduce new products and services on our platform, as our existing products continue to evolve, or as other companies introduce new products and services, we may become subject to additional competition.
This commercialization model differentiates us from other vertical-focused video streaming companies, mobile game companies, live broadcasting companies or e-commerce companies. As we introduce new products and services on our platform, as our existing products continue to evolve, or as other companies introduce new products and services, we may become subject to additional competition.
GAAP. 76 Table of Contents On March 28, 2018, the ADSs representing our Class Z ordinary shares commenced trading on the Nasdaq Global Select Market under the symbol “BILI.” We raised approximately US$443.3 million in net proceeds from our initial public offering after deducting underwriting commissions and the offering expenses payable by us.
On March 28, 2018, the ADSs representing our Class Z ordinary shares commenced trading on the Nasdaq Global Select Market under the symbol “BILI.” We raised approximately US$443.3 million in net proceeds from our initial public offering after deducting underwriting commissions and the offering expenses payable by us.
Regulations Related to The Internet Follow-Up Comment Services According to the Administrative Provisions on Internet Follow-up Comment Services, which was promulgated by the Cyberspace Administration of China on August 25, 2017, and became effective on October 1, 2017 and most recently amended on December 15, 2022, an internet follow-up comment services provider shall strictly assume the primary responsibilities and the obligations, including but not limited to: (i) verify the real identity information of registered users; (ii) establish and improve a user information protection system; (iii) establish a system of reviewing at first and then publishing comments if they offer internet follow-up comment services to news information; (iv) furnish corresponding static information content on the same platform and page at the same time if they provide internet follow-up comment services by way of bullet chatting; (v) establish and improve an internet follow-up comment review and administration, real-time check, emergency response and other information security administration systems, timely identify and process illicit information and submit a report to the relevant cyberspace administrators; (vi) develop internet follow-up comment information protection and administration technologies, innovate internet follow-up comment administration modes, enhance the disposition capacity of illegal and harmful information, discover safety defects, loopholes, and other risks existing in the internet follow-up comment services in a timely manner, take remedial measures, and report to the relevant cyberspace administrations; (vii) equip content examination team with corresponding services and strengthen training for examination of posted comments; and (viii) coordinate with relevant supervising authorities for examination and provide necessary technology, data support and assistance.
Other than radio and TV stations, entities shall not produce radio and TV programs about the current political news or similar subjects and columns. 81 Table of Contents Regulations Related to The Internet Follow-Up Comment Services According to the Administrative Provisions on Internet Follow-up Comment Services, which was promulgated by the Cyberspace Administration of China on August 25, 2017, and became effective on October 1, 2017 and most recently amended on December 15, 2022, an internet follow-up comment services provider shall strictly assume the primary responsibilities and the obligations, including but not limited to: (i) verify the real identity information of registered users; (ii) establish and improve a user information protection system; (iii) establish a system of reviewing at first and then publishing comments if they offer internet follow-up comment services to news information; (iv) furnish corresponding static information content on the same platform and page at the same time if they provide internet follow-up comment services by way of bullet chatting; (v) establish and improve an internet follow-up comment review and administration, real-time check, emergency response and other information security administration systems, timely identify and process illicit information and submit a report to the relevant cyberspace administrators; (vi) develop internet follow-up comment information protection and administration technologies, innovate internet follow-up comment administration modes, enhance the disposition capacity of illegal and harmful information, discover safety defects, loopholes, and other risks existing in the internet follow-up comment services in a timely manner, take remedial measures, and report to the relevant cyberspace administrations; (vii) equip content examination team with corresponding services and strengthen training for examination of posted comments; and (viii) coordinate with relevant supervising authorities for examination and provide necessary technology, data support and assistance.
Native advertisings are customized according to advertisers’ needs, produced by our content creators and embedded naturally in their video creations. In addition, we offer integrated marketing campaigns to provide a one-stop marketing solution for our advertisers.
Native advertisings are customized according to advertisers’ needs, produced by our content creators and embedded naturally in their video creations. 73 Table of Contents In addition, we offer integrated marketing campaigns to provide a one-stop marketing solution for our advertisers.
Bilibili live broadcasting allows content creators to set up channels to interact with fans on a real-time basis and express their appreciation to the talents of live broadcasting host by virtual gifting. 81 Table of Contents Gifting and rewarding. Users can send free or paid virtual items to content creators and live broadcasting hosts to show their support and appreciation.
Bilibili live broadcasting allows content creators to set up channels to interact with fans on a real-time basis and express their appreciation to the talents of live broadcasting host by virtual gifting. Gifting and rewarding. Users can send free or paid virtual items to content creators and live broadcasting hosts to show their support and appreciation. Sharing and communicating.
The determination of an indirect offering and listing will be conducted on a “substance over form” basis. 114 Table of Contents According to the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies and the supporting guidelines, an overseas offering and listing is prohibited under any of the following circumstances: (i) if the intended securities offering and listing is specifically prohibited by national laws and regulations and relevant provisions; (ii) if the intended securities offering and listing constitutes endangers to national security as reviewed and determined by competent authorities under the State Council in accordance with law; (iii) if, in the past three years, the domestic enterprise or its controlling shareholders or actual controllers have committed corruption, bribery, embezzlement, misappropriation of property, or other criminal offenses disruptive to the order of the socialist market economy; (iv) if the domestic enterprise is under investigation according to law for suspected crimes or major violations of laws and regulations, but no clear conclusions have been reached; or (v) if there are material ownership disputes over the equity held by the controlling shareholder or by other shareholders that are controlled by the controlling shareholder and/or actual controller.
According to the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies and the supporting guidelines, an overseas offering and listing is prohibited under any of the following circumstances: (i) if the intended securities offering and listing is specifically prohibited by national laws and regulations and relevant provisions; (ii) if the intended securities offering and listing constitutes endangers to national security as reviewed and determined by competent authorities under the State Council in accordance with law; (iii) if, in the past three years, the domestic enterprise or its controlling shareholders or actual controllers have committed corruption, bribery, embezzlement, misappropriation of property, or other criminal offenses disruptive to the order of the socialist market economy; (iv) if the domestic enterprise is under investigation according to law for suspected crimes or major violations of laws and regulations, but no clear conclusions have been reached; or (v) if there are material ownership disputes over the equity held by the controlling shareholder or by other shareholders that are controlled by the controlling shareholder and/or actual controller.
Our exclusively distributed mobile games contributed to 71.3%, 65.0% and 63.1% of our mobile games revenues during 2021, 2022 and 2023, respectively. For our jointly operated mobile games, we entered into joint operating agreements with game developers and distributors pursuant to which we were granted non-exclusive licenses to promote and distribute games on our platform.
Our exclusively distributed mobile games contributed to 65.0%, 63.1% and 78.9% of our mobile games revenues during 2022, 2023 and 2024, respectively. For our jointly operated mobile games, we entered into joint operating agreements with game developers and distributors pursuant to which we were granted non-exclusive licenses to promote and distribute games on our platform.
According to the Law of the PRC on the Protection of Minors (2020 Revision), which took effect on June 1, 2021, among others, live broadcasting service providers are not allowed to provide minors under age 16 with online live broadcasting publisher account registration service, and must obtain the consent from parents or guardians and verify the identity of the minors before allowing minors aged 16 or above to register live broadcasting publisher accounts.
According to the Law of the PRC on the Protection of Minors (2024 Revision), which took effect on April 26, 2024, among others, live broadcasting service providers are not allowed to provide minors under age 16 with online live broadcasting publisher account registration service, and must obtain the consent from parents or guardians and verify the identity of the minors before allowing minors aged 16 or above to register live broadcasting publisher accounts.
Meanwhile, we continued to support and facilitate rural education by assisting in the construction of several Bilibili primary schools in Yunnan and Guizhou provinces in China. We helped establish the sixth Bilibili primary school, Bilibili soccer school, to enable underprivileged rural students to achieve their sports dreams.
Meanwhile, we continued to support and facilitate rural education by assisting in the construction of several Bilibili primary schools in Yunnan and Guizhou provinces in China. We helped establish the seventh Bilibili primary school, Bilibili Shan Ge school, to enable underprivileged rural students to achieve their sports dreams.
We maintain our website for investor relations at http://ir.bilibili.com. The information contained on this website is not a part of this annual report. B. Business Overview We are an iconic brand and a leading video community for young generations in China.
We maintain our website for investor relations at http://ir.bilibili.com. We do not incorporate the information on or accessible through this website into this report. The information contained on or accessible through this website is not a part of this annual report. B. Business Overview We are an iconic brand and a leading video community for young generations in China.
Any employer who fails to contribute may be fined and ordered to make up for the deficit within a stipulated time limit. 111 Table of Contents Regulations Related to Taxation Enterprise Income Tax According to the Enterprise Income Tax Law, which was promulgated on March 16, 2007, came into effect on January 1, 2008, and last amended on December 29, 2018, and the Implementation Regulations on the Enterprise Income Tax Law, which was promulgated by the State Council on December 6, 2007, came into effect on January 1, 2008, amended by the State Council on April 23, 2019, and came into effect on the same date, a uniform income tax rate of 25% will be applied to resident enterprises and non-resident enterprises that have established production and operation facilities in China.
Any employer who fails to contribute may be fined and ordered to make up for the deficit within a stipulated time limit. 96 Table of Contents Regulations Related to Taxation Enterprise Income Tax According to the Enterprise Income Tax Law, which was promulgated on March 16, 2007 and last amended on December 29, 2018, and the Implementation Regulations on the Enterprise Income Tax Law, which was promulgated by the State Council on December 6, 2007, last amended by the State Council on December 6, 2024, and came into effect on January 20, 2025, a uniform income tax rate of 25% will be applied to resident enterprises and non-resident enterprises that have established production and operation facilities in China.
As of December 31, 2023, we had approximately 230 million official members who had passed our membership exam, representing an 18% increase year over year. Signature community management. We believe official members who have passed the membership exam tend to develop a strong sense of belonging and ownership to our platform.
As of December 31, 2024, we had approximately 258 million official members who had passed our membership exam, representing a 12% increase year over year. Signature community management. We believe official members who have passed the membership exam tend to develop a strong sense of belonging and ownership to our platform.
On December 23, 2020, the respective spouse of Rui Chen and Yi Xu, each a shareholder of Hode Information Technology, executed a letter of undertakings, which contains terms substantially similar to the letter of undertakings described above.
On December 23, 2020, the respective spouse of Mr. Rui Chen and Mr. Yi Xu, each a shareholder of Hode Information Technology, executed a letter of undertakings, which contains terms substantially similar to the letter of undertakings described above. 102 Table of Contents On September 30, 2020, the respective spouse of Mr. Rui Chen, Mr. Yi Xu and Mr.
According to these measures, the internet information services is classified into commercial internet information services and noncommercial internet information services; a commercial operator of internet content provision services must obtain an ICP License for the provision of internet information services from the appropriate telecommunications authorities.
According to these measures, a commercial operator of internet content provision services must obtain an ICP License for the provision of internet information services from the appropriate telecommunications authorities.
Our Bilibili Charity platform, an online public fundraising platform created for charity organizations in support of the greater good of the society, launched over 70 charity fundraising programs to support a variety of underprivileged groups in 2023.
Our Bilibili Charity platform, an online public fundraising platform created for charity organizations in support of the greater good of the society, launched over 100 charity fundraising programs to support a variety of underprivileged groups as of the end of 2024.
In addition, the domestic agency is required to amend the SAFE registration with respect to the stock incentive plan if there is any material change to the stock incentive plan. 113 Table of Contents The SAFE Circular 37, promulgated by the SAFE on July 4, 2014, and came into effective on the same date, states that (i) a PRC resident, including a PRC resident natural person or a PRC legal person, shall register with the local branch of the SAFE before it contributes its assets or equity interest in domestic enterprises or offshore assets or interests into a special purpose vehicle for the purpose of investment and financing; and (ii) when the special purpose vehicle undergoes change of basic information, such as change in PRC resident natural person shareholder, name or operating period, or occurrence of a material event, such as change in share capital of a PRC resident natural person, performance of merger or split, the PRC resident shall register such change with the local branch of the SAFE in a timely manner.
The SAFE Circular 37, promulgated by the SAFE on July 4, 2014, and came into effective on the same date, states that (i) a PRC resident, including a PRC resident natural person or a PRC legal person, shall register with the local branch of the SAFE before it contributes its assets or equity interest in domestic enterprises or offshore assets or interests into a special purpose vehicle for the purpose of investment and financing; and (ii) when the special purpose vehicle undergoes change of basic information, such as change in PRC resident natural person shareholder, name or operating period, or occurrence of a material event, such as change in share capital of a PRC resident natural person, performance of merger or split, the PRC resident shall register such change with the local branch of the SAFE in a timely manner.
(3) Mr. Rui Chen, Ms. Ni Li and Mr. Yi Xu hold 52.3%, 3.4% and 44.3% equity interests in Hode Information Technology, respectively, as of the date of this annual report. Mr. Chen is our controlling shareholder, the chairman of our board of directors and our chief executive officer. Ms.
(2) Shanghai Kuanyu has three subsidiaries. 100 Table of Contents (3) Mr. Rui Chen, Ms. Ni Li and Mr. Yi Xu hold 52.3%, 3.4% and 44.3% equity interests in Hode Information Technology, respectively, as of the date of this annual report. Mr. Chen is our controlling shareholder, the chairman of our board of directors and our chief executive officer. Ms.
We are dedicated to providing a wide variety of high-quality content to retain our existing users and attract new users with diverse interests and backgrounds. Our user base is growing solidly. In 2023, we had an average of 98 million DAUs and 329 million MAUs, representing an increase of 14% and 5%, respectively, as compared to 2022.
We are dedicated to providing a wide variety of high-quality content to retain our existing users and attract new users with diverse interests and backgrounds. Our user base is growing solidly. In 2024, we had an average of 104 million DAUs and 341 million MAUs, representing an increase of 6% and 4%, respectively, as compared to 2023.
According to the Foreign Investment Law, “foreign-invested enterprises” refers to enterprises that are wholly or partly invested by foreign investors and registered under the PRC laws within mainland China, and “foreign investment” refers to any foreign investor’s direct or indirect investment activities in mainland China, including: (i) establishing foreign-invested enterprises in mainland China either individually or jointly with other investors; (ii) obtaining stock shares, equity shares, shares in properties or other similar interests of Chinese domestic enterprises; (iii) investing in new projects in mainland China either individually or jointly with other investors; and (iv) investing through other methods provided by laws, administrative regulations or provisions prescribed by the State Council.
According to the Foreign Investment Law, “foreign-invested enterprises” refers to enterprises that are wholly or partly invested by foreign investors and registered under the PRC laws within mainland China, and “foreign investment” refers to any foreign investor’s direct or indirect investment activities in mainland China, including: (i) establishing foreign-invested enterprises in mainland China either individually or jointly with other investors; (ii) obtaining stock shares, equity shares, shares in properties or other similar interests of Chinese domestic enterprises; (iii) investing in new projects in mainland China either individually or jointly with other investors; and (iv) investing through other methods provided by laws, administrative regulations or provisions prescribed by the State Council. 78 Table of Contents On December 26, 2019, the State Council issued Implementation Regulations for the Foreign Investment Law of the PRC, which came into effect on January 1, 2020.
We dedicate significant resources to the goal of strengthening our communities through developing and implementing programs designed to protect user personal information, promote a safe environment, and ensure the security of user personal information.
User Privacy and Safety The vitality and integrity of our communities are cornerstones of our business. We dedicate significant resources to the goal of strengthening our communities through developing and implementing programs designed to protect user personal information, promote a safe environment, and ensure the security of user personal information.
Due to restrictions imposed by PRC laws and regulations on foreign ownership of companies that engage in internet and other related business, Hode Shanghai later entered into a series of contractual arrangements with Hode Information Technology and Shanghai Kuanyu, and their respective shareholders, and Chaodian Technology entered into a series of contractual arrangements with Chaodian Culture and its individual shareholders.
Due to restrictions imposed by PRC laws and regulations on foreign ownership of companies that engage in internet and other related business, Hode Shanghai later entered into a series of contractual arrangements with Hode Information Technology and Shanghai Kuanyu, and their respective shareholders, and our subsidiary, Chaodian (Shanghai) Technology Co., Ltd., which we refer to as Chaodian Technology in this annual report, entered into a series of contractual arrangements with Chaodian Culture and its individual shareholders.
On April 12, 2022, the Online Audio-visual Program Administration Division of the National Radio and Television Administration and the Publishing Bureau of the Propaganda Department of the Central Committee of the Communist Party of China jointly promulgated the Notice on Strengthening the Administration of Live Broadcasting of Game-Playing on the Online Audio-Visual Program Platform, which stipulated that (i) it is not allowed to live broadcast online games that have not been approved by the competent authorities in online audio-visual programs or attract more users to such games by any means, including through online live broadcasting, (ii) all online live broadcast platforms shall strengthen the management of online game live broadcast programs in terms of content and propaganda, establish and improve management systems for information release, comments, and emergency response related to game-playing live broadcast programs to improve program monitoring and public opinion monitoring mechanisms, (iii) the online platforms shall strengthen the management of the behavior of game hosts and those who conducted illegal and immoral behavior are not allowed to be shown to the public through live broadcasting, (iv) the online live broadcast platforms are urged to establish and implement mechanisms for the protection of minors, and (v) the launch, broadcasting and layout of game-playing live programs shall be submitted to relevant radio and television administrative department in accordance with the relevant requirements of live programs, and online audio-visual platforms (including various domestic and overseas individual and institutional accounts opened on relevant platforms) live broadcasting overseas game programs or competitions should be approved in advance.
Furthermore, live broadcasting platforms are required to (i) strictly implement classification management system over live broadcasting accounts, (ii) take appropriate measures against law-breaking accounts, including to issue warnings and notices, request to rectify, limit the account functions, suspend or terminate accounts, and prohibit re-registration, and (iii) properly keep relevant record and report timely to the relevant authorities. 86 Table of Contents On April 12, 2022, the Online Audio-visual Program Administration Division of the National Radio and Television Administration and the Publishing Bureau of the Propaganda Department of the Central Committee of the Communist Party of China jointly promulgated the Notice on Strengthening the Administration of Live Broadcasting of Game-Playing on the Online Audio-Visual Program Platform, which stipulated that (i) it is not allowed to live broadcast online games that have not been approved by the competent authorities in online audio-visual programs or attract more users to such games by any means, including through online live broadcasting, (ii) all online live broadcast platforms shall strengthen the management of online game live broadcast programs in terms of content and propaganda, establish and improve management systems for information release, comments, and emergency response related to game-playing live broadcast programs to improve program monitoring and public opinion monitoring mechanisms, (iii) the online platforms shall strengthen the management of the behavior of game hosts and those who conducted illegal and immoral behavior are not allowed to be shown to the public through live broadcasting, (iv) the online live broadcast platforms are urged to establish and implement mechanisms for the protection of minors, and (v) the launch, broadcasting and layout of game-playing live programs shall be submitted to relevant radio and television administrative department in accordance with the relevant requirements of live programs, and online audio-visual platforms (including various domestic and overseas individual and institutional accounts opened on relevant platforms) live broadcasting overseas game programs or competitions should be approved in advance.
According to the Online Live Broadcasting Regulations, all online live broadcasting service providers shall take various measures during operation of live broadcasting services, including but not limited to: (i) establishing platforms for reviewing live broadcasting content, conducting classification and grading management according to the online live broadcasting content categories, user scale and others, and adding tags to graphics, video, audio or broadcast tag information for platforms; and (ii) conducting verification on online live broadcasting users with valid identification information (for example, authentic mobile phone numbers) and validating the registration of online live broadcasting publishers based on their identification documents (such as identity documents, business licenses and organization code certificates). 98 Table of Contents On September 2, 2016, the State Administration of Press, Publication, Radio, Film and Television issued the Circular on Issues concerning Strengthening the Administration of Online Live Broadcasting of Audio-Visual Programs, or the Online Live Broadcasting Circular.
According to the Online Live Broadcasting Regulations, all online live broadcasting service providers shall take various measures during operation of live broadcasting services, including but not limited to: (i) establishing platforms for reviewing live broadcasting content, conducting classification and grading management according to the online live broadcasting content categories, user scale and others, and adding tags to graphics, video, audio or broadcast tag information for platforms; and (ii) conducting verification on online live broadcasting users with valid identification information (for example, authentic mobile phone numbers) and validating the registration of online live broadcasting publishers based on their identification documents (such as identity documents, business licenses and organization code certificates).
We also generate revenue from certain offline activities we hold, including e-sports copyright sub-licensing, selling events tickets and peripheral products. Our Strategic Partners We collaborate with reputable industry players to enhance our content offerings and to strengthen our user-centric commercialization capabilities. We partner with domestic and overseas content partners to continually expand and deepen our content repository.
We also generate revenue from certain offline activities we hold, including e-sports copyright sub-licensing, selling events tickets and peripheral products. 74 Table of Contents Our Strategic Partners We collaborate with reputable industry players to enhance our content offerings and to strengthen our user-centric commercialization capabilities.
The Notice of the Ministry of Culture of the PRC on the Implementation of the Interim Measures for the Administration of Online Games, which took effect on August 1, 2010, specifies the entities regulated by the Online Game Measures and procedures related to the Ministry of Culture and Tourism’s review of the content of online games, and emphasizes the protection of minors playing online games and requests online game operators to promote real-name registration by their game players. 95 Table of Contents On July 10, 2019, the Ministry of Culture and Tourism issued the Abolition Decision, which specifies that the Online Game Measures was abolished by the Ministry of Culture and Tourism on July 10, 2019.
The Notice of the Ministry of Culture of the PRC on the Implementation of the Interim Measures for the Administration of Online Games, which took effect on August 1, 2010, specifies the entities regulated by the Online Game Measures and procedures related to the Ministry of Culture and Tourism’s review of the content of online games, and emphasizes the protection of minors playing online games and requests online game operators to promote real-name registration by their game players.
The more talented content creators gather on our platform, the more inspiring and high-quality content is created, leading to more users, more engagement, and more followers and feedback for our content creators, which in turn encourages more content creators to join.
The growth of our content ecosystem is propelled by a virtuous cycle. The more talented content creators gather on our platform, the more inspiring and high-quality content is created, leading to more users, more engagement, and more followers and feedback for our content creators, which in turn encourages more content creators to join.
Violation of this law could lead to sanctions and penalties, including fines, orders to correct and public announcements of violations. Each company is an independent legal entity with property rights.
Violation of this law could lead to sanctions and penalties, including fines, orders to correct and public announcements of violations. Each company is an independent legal entity with property rights. The legitimate rights and interests of a company are protected by law and are inviolable.
To provide multiple payment methods for our users, we contracted with online payment channels and pay fees based on the amount of payment made through the payment channel. 84 Table of Contents In October 2018, Tencent, a major shareholder of ours, further invested in our company, and we entered into a strategic collaboration agreement with Tencent for sharing and operating existing and additional anime and games on Bilibili’s online platform, pursuant to which we and Tencent shall participate in the exchange and purchase of existing anime copyright, and jointly procure, produce and invest in anime projects, as well as seek investment opportunities in the anime and comic industry.
In October 2018, Tencent, a major shareholder of ours, further invested in our company, and we entered into a strategic collaboration agreement with Tencent for sharing and operating existing and additional anime and games on Bilibili’s online platform, pursuant to which we and Tencent shall participate in the exchange and purchase of existing anime copyright, and jointly procure, produce and invest in anime projects, as well as seek investment opportunities in the anime and comic industry.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Meanwhile, we also generate revenues from other VAS including sales of paid content and virtual items on our video, audio and comic platforms. We expect revenues from VAS to continue to grow in the foreseeable future, driven by the further expansion of our live broadcasting content. Advertising . We generate advertising revenues primarily from brand, performance-based, and native advertisements.
Meanwhile, we also generate revenues from other VAS including sales of paid content and virtual items on our video, audio and comic platforms. We expect revenues from VAS to continue to grow in the foreseeable future, driven by the further expansion of our live broadcasting content. Advertising . We generate advertising revenues primarily from performance-based, brand, and native advertisements.
The changes in working capital were attributable to our business expansion, particularly, diversification of other value-added services offerings and increased advertising revenues.
The changes in working capital were attributable to our business expansion, particularly, diversification of other value-added services offerings and increased advertising revenues.
Net cash provided by investing activities in 2022 was RMB10,609.2 million, primarily due to proceeds from maturities of short-term investments of RMB81.7 billion and maturity of time deposits of RMB13.9 billion, partially offset by purchase of short-term investments of RMB70.6 billion, placements of time deposits of RMB10.2 billion, cash paid for long term investments including loans of RMB1.5 billion, cash consideration paid for purchase of subsidies, net of cash acquired of RMB1.2 billion and purchase of intangible assets of RMB2.0 billion, which primarily consisted of licensed copyrights of video content.
Net cash provided by investing activities in 2022 was RMB10,609.2 million, primarily due to proceeds from maturities of short-term investments of RMB81.7 billion and maturities of time deposits of RMB13.9 billion, partially offset by purchase of short-term investments of RMB70.6 billion, placements of time deposits of RMB10.2 billion, cash paid for long term investments including loans of RMB1.5 billion, cash consideration paid for purchase of subsidies, net of cash acquired of RMB1.2 billion and purchase of intangible assets of RMB2.0 billion, which primarily consisted of licensed copyrights of video content.
Our advertising revenue is driven by the size of our user base, the engagement of our users and our brand equity. Mobile game user base growth and engagement are primarily driven by the launch of new games and the release of updates of our existing games.
Our advertising revenue is driven by the size of our user base, the engagement of our users and our brand equity. Mobile game user base growth and engagement are primarily driven by the launch of new games and the release of content updates of our existing games.
Our advertising and marketing revenues (valued-added tax included) are subject to culture business construction fee at a rate of 1.5% since July 1, 2019, valid until December 31, 2024, and were exempted in fiscal year of 2021 as part of the measures taken by the government to ease the negative impact from COVID-19 pandemic.
Our advertising and marketing revenues (valued-added tax included) are subject to culture business construction fee at a rate of 1.5% since July 1, 2019, valid until December 31, 2027, and were exempted in fiscal year of 2021 as part of the measures taken by the government to ease the negative impact from COVID-19 pandemic.
We will continue to support our content creators, enrich video content, strengthen our brand recognition and invest in high-quality user growth. 123 Table of Contents Our provision and commercialization of diversified product and service offerings Our revenues and results of operations depend on our ability to convert more users to paying users and to increase their spending on our platform, which is driven by our provision of diversified product and service offerings appealing to our users.
We will continue to support our content creators, enrich video content, strengthen our brand recognition and invest in high-quality user growth. 106 Table of Contents Our provision and commercialization of diversified product and service offerings Our revenues and results of operations depend on our ability to convert more users to paying users and to increase their spending on our platform, which is driven by our provision of diversified product and service offerings appealing to our users.
As of December 31, 2023, we operated multiple exclusively distributed mobile games and hundreds of jointly operated mobile games. Our revenues from mobile games depend on the number of paying users, and ultimately are determined by our ability to develop, select, procure and offer engaging games tailored to our platform and our user preferences.
As of December 31, 2024, we operated multiple exclusively distributed mobile games and hundreds of jointly operated mobile games. Our revenues from mobile games depend on the number of paying users, and ultimately are determined by our ability to develop, select, procure and offer engaging games tailored to our platform and our user preferences.
A user who makes payments across different products and services offered on our platform using the same registered account is counted as one paying user and we add the number of paying users of Maoer toward our total paying users without eliminating duplicates.
A user who makes payments across different products and services offered on our platform using the same registered account is counted as one paying user and we add the number of paying users of Maoer and the number of paying users of smart TVs toward our total paying users without eliminating duplicates.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events since January 1, 2023 to December 31, 2023 that are reasonably likely to have a material adverse effect on our net sales or revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events since January 1,2025 that are reasonably likely to have a material adverse effect on our net sales or revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.
Native advertisings are customized according to advertisers’ needs, produced by our content creators and embedded naturally in their video creations. We expect our advertising revenues to increase in the foreseeable future as we continue to integrate advertising products into our content ecosystem, improve our advertising infrastructure, and attract more advertisers by optimizing advertising procurement processes. Mobile games .
Native advertisings are customized according to advertisers’ needs, produced by our content creators and embedded naturally in their video creations. We expect our advertising revenues to increase in the foreseeable future as we continue to integrate advertising products into our content ecosystem, improve our advertising infrastructure, and attract more advertisers by optimizing advertising efficiency. Mobile games .
Recent Accounting Pronouncements A list of recently issued accounting pronouncements that are relevant to us is included in “2. (ee)” of our audited consolidated financial statements included elsewhere in this annual report on Form 20-F. 141 Table of Contents Safe Harbor This annual report on Form 20-F contains forward-looking statements.
Recent Accounting Pronouncements A list of recently issued accounting pronouncements that are relevant to us is included in “2. (ee)” of our audited consolidated financial statements included elsewhere in this annual report on Form 20-F. Safe Harbor This annual report on Form 20-F contains forward-looking statements.
Revenue-sharing costs increased by 4.3% from RMB9,115.3 million in 2022 to RMB9,507.5 million (US$1,339.1 million) in 2023, primarily due to an increase in payments made to hosts of live broadcasting programs and content creators on our platform and an increase in payments made to distribution channels.
Revenue-sharing costs increased by 4.3% from RMB9,115.3 million in 2022 to RMB9,507.5 million in 2023, primarily due to an increase in payments made to hosts of live broadcasting programs and content creators on our platform and an increase in payments made to distribution channels.
Operating activities Net cash provided by operating activities in 2023 was RMB266.6 million (US$37.6 million), as compared to net loss of RMB4,811.7 million in the same period.
Net cash provided by operating activities in 2023 was RMB266.6 million, as compared to net loss of RMB4,811.7 million in the same period.
Content costs decreased by 8.6% from RMB3,496.9 million in 2022 to RMB3,195.6 million (US$450.1 million) in 2023, as we continued to implement a more selective strategy in content investment while maintaining the quality of content provided to our users.
Content costs decreased by 8.6% from RMB3,496.9 million in 2022 to RMB3,195.6 million in 2023, as we continued to implement a more selective strategy in content investment while maintaining the quality of content provided to our users.
VAS . Our net revenues from VAS increased by 13.7% from RMB8,715.2 million in 2022 to RMB9,910.1 million (US$1,395.8 million) in 2023, mainly attributable to an increase in revenues from live broadcasting and other value-added services. Advertising .
Our net revenues from VAS increased by 13.7% from RMB8,715.2 million in 2022 to RMB9,910.1 million in 2023, mainly attributable to an increase in revenues from live broadcasting and other value-added services. Advertising .
Many of the factors used in assessing fair value are outside the control of management, and these assumptions and estimates may change in future periods. Changes in assumptions or estimates can materially affect the fair value measurement of the investment and, therefore, can affect the test results.
Many of the factors used in assessing fair value are outside the control of management, and these assumptions and estimates may change in future periods. 121 Table of Contents Changes in assumptions or estimates can materially affect the fair value measurement of the investment and, therefore, can affect the test results.
Our net revenues from IP derivatives and others decreased by 29.4% from RMB3,096.5 million in 2022 to RMB2,184.7 million (US$307.7 million) in 2023, mainly attributable to a decrease in revenues from e-sports copyright sublicensing and IP derivatives sales. Cost of revenues Our cost of revenues decreased by 5.3% from RMB18,049.9 million in 2022 to RMB17,086.1 million (US$2,406.5 million) in 2023.
Our net revenues from IP derivatives and others decreased by 29.4% from RMB3,096.5 million in 2022 to RMB2,184.7 million in 2023, mainly attributable to a decrease in revenues from e-sports copyright sublicensing and IP derivatives sales. Cost of revenues Our cost of revenues decreased by 5.3% from RMB18,049.9 million in 2022 to RMB17,086.1 million in 2023.
The market approach relies on the market value (i.e., market capitalization) of companies that are engaged in the same or similar investment of investees being evaluated. In addition, to the extent available we also consider third-party valuations that were prepared for other business purposes.
We measure the fair value of the investees based on market approach or income approach. The market approach relies on the market value (i.e., market capitalization) of companies that are engaged in the same or similar investment of investees being evaluated. In addition, to the extent available we also consider third-party valuations that were prepared for other business purposes.
The amount of net proceeds from this offering (after deducting all applicable costs and expenses including but not limited to selling commission) is approximately US$396.9 million (RMB2,689.4 million).
The amount of net proceeds from this offering (after deducting all applicable costs and expenses including but not limited to selling commission) is approximately US$396.9 million.
Our net revenues from advertising increased by 26.6% from RMB5,066.2 million in 2022 to RMB6,412.0 million (US$903.1 million) in 2023, mainly attributable to our improved advertising product offerings and enhanced advertising efficiency. Mobile games . Our net revenues from mobile games decreased by 19.9% from RMB5,021.3 million in 2022 to RMB4,021.1 million (US$566.4 million) in 2023.
Our net revenues from advertising increased by 26.6% from RMB5,066.2 million in 2022 to RMB6,412.0 million in 2023, mainly attributable to our improved advertising product offerings and enhanced advertising efficiency. Mobile games . Our net revenues from mobile games decreased by 19.9% from RMB5,021.3 million in 2022 to RMB4,021.1 million in 2023.
Investing activities Net cash provided by investing activities in 2023 was RMB1,762.1 million (US$248.2 million), primarily due to proceeds from maturities of short-term investments of RMB16.3 billion (US$2.3 billion) and maturities of time deposits of RMB9.7 billion (US$1.4 billion), partially offset by purchase of short-term investments of RMB13.5 billion (US$1.9 billion) and placements of time deposits of RMB10.0 billion (US$1.4 billion).
Net cash provided by investing activities in 2023 was RMB1,762.1 million, primarily due to proceeds from maturities of short-term investments of RMB16.3 billion and maturities of time deposits of RMB9.7 billion, partially offset by purchase of short-term investments of RMB13.5 billion and placements of time deposits of RMB10.0 billion.
Updates to these assumptions will impact the estimate average playing period of paying players and the revenue recognized accordingly. If the estimate average playing period of paying players is extended, the revenue will be recognized over a longer period and vice versa. See Note 2.
Updates to these assumptions will impact the estimate average playing period of paying players and the revenue recognized accordingly. If the estimate average playing period of paying players is extended, the revenue will be recognized over a longer period and vice versa. See “Notes to Consolidated Financial Statements—Note 2.
Gross profit As a result of the foregoing, we had gross profit of RMB5,441.9 million (US$766.5 million) in 2023, compared to gross profit of RMB3,849.3 million in 2022.
Gross profit As a result of the foregoing, we had gross profit of RMB5,441.9 million in 2023, compared to gross profit of RMB3,849.3 million in 2022.
The principal non-cash items affecting the difference between our net loss and our net cash provided by operating activities in 2023 were RMB2,730.4 million (US$384.6 million) in depreciation and amortization of property and equipment and intangible assets, RMB1,132.6 million (US$159.5 million) in share-based compensation expenses and RMB354.8 million (US$50.0 million) in termination of certain game projects.
The principal non-cash items affecting the difference between our net loss and our net cash provided by operating activities in 2023 were RMB2,730.4 million in depreciation and amortization of property and equipment and intangible assets, RMB1,132.6 million in share-based compensation expenses and RMB354.8 million in termination of certain game projects.
The following table sets forth our average monthly paying users, and average monthly revenue per paying user for each of the quarters indicated: For the Three Months Ended March 31, 2022 June 30, 2022 September 30, 2022 December 31, 2022 March 31, 2023 June 30, 2023 September 30, 2023 December 31, 2023 (In millions) Average monthly paying users (1) 27.2 27.5 28.5 28.1 28.5 26.3 28.7 28.3 (In RMB) Average monthly revenue per paying user (2) 41.7 38.2 43.1 41.5 38.5 40.4 41.6 45.5 Note: (1) Average monthly paying users is calculated by dividing the sum of monthly paying users during the specified period by the number of months in such period.
The following table sets forth our average monthly paying users, and average monthly revenue per paying user for each of the quarters indicated: For the Three Months Ended March 31, 2023 June 30, 2023 September 30, 2023 December 31, 2023 March 31, 2024 June 30, 2024 September 30, 2024 December 31, 2024 (In millions) Average monthly paying users (1) 28.5 26.3 28.7 28.3 29.1 28.8 30.1 29.5 (In RMB) Average monthly revenue per paying user (2) 38.5 40.4 41.6 45.5 40.2 41.3 51.5 55.2 Note: (1) Average monthly paying users is calculated by dividing the sum of monthly paying users during the specified period by the number of months in such period.
The number of our users and the level of their engagement on our platform affect our revenues. We had solid growth in the revenues generated from VAS mainly due to the increasing number of active viewers of our live broadcasting and subscribers of our premium membership program.
The number of our users and the level of their engagement on our platform affect our revenues. We had solid growth in the revenues generated from VAS mainly due to the increasing numbers of active viewers of our live broadcasting and subscribers of our premium membership program and our other value-added services.
Sales and marketing expenses consist primarily of marketing and promotional expenses, salaries and other compensation-related expenses for our sales and marketing personnel. We will keep implementing our cost control strategy to further decrease our sales and marketing expenses, including to rationalize our promotion expense and improve our expense efficiency. 126 Table of Contents General and administrative expenses .
Sales and marketing expenses consist primarily of marketing and promotional expenses, salaries and other compensation-related expenses for our sales and marketing personnel. We will keep implementing our cost control strategy to further discipline our sales and marketing expenses, including to rationalize our promotion expense and improve our expense efficiency. General and administrative expenses .
Our cash and cash equivalents primarily consist of cash on hand, demand deposits placed with large reputable banks in the United States and China, and highly liquid investments that are readily convertible to known amounts of cash and with original terms of three months or less.
Our cash and cash equivalents primarily consist of cash on hand, demand deposits placed with large reputable banks, and highly liquid investments that are readily convertible to known amounts of cash and with original terms of three months or less.
(2) Average MAU is calculated by dividing the sum of MAU during the specified period by the number of months in such period. (3) Starting from the second quarter of 2022, we count our active users as the sum of active users on mobile apps and on PC during a given period.
(2) Average MAU is calculated by dividing the sum of MAU during the specified period by the number of months in such period. (3) We count our active users as the sum of active users on mobile apps and on PC during a given period.
IP derivatives and others (formerly known as E-commerce and others) consist of cost of goods sold associated with our e-commerce business, staff cost, depreciation and others.
IP derivatives and others consist of cost of goods sold associated with our e-commerce business, staff cost, depreciation and others.
Shortly thereafter, we completed the repurchase of an aggregate principal amount of US$384.8 million (RMB2.6 billion) of our December 2026 Notes with an aggregate purchase price of US$331.2 million (RMB2.2 billion), which was funded by the net proceeds from this ADS offering.
Shortly thereafter, we completed the repurchase of an aggregate principal amount of US$384.8 million of our convertible senior notes due December 2026 with an aggregate purchase price of US$331.2 million, which was funded by the net proceeds from this ADS offering.
The decrease was mainly attributable to fewer new game launches as well as lower revenue contributions from certain existing games, while revenues from top-performing legacy games, like Azur Lane and Fate/Grand Order , remained relatively stable in 2023. IP derivatives and others (formerly known as E-commerce and others) .
The decrease was mainly attributable to fewer new game launches as well as lower revenue contributions from certain existing games, while revenues from top-performing legacy games, like Azur Lane and Fate/Grand Order , remained relatively stable in 2023. 112 Table of Contents IP derivatives and others .
We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. As of December 31, 2023, 77.4% of our cash and cash equivalents were held in mainland China, including 24.7% of our cash and cash equivalents that were held by the VIEs and denominated in Renminbi.
We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. As of December 31, 2024, 79.4% of our cash and cash equivalents were held in mainland China, including 20.9% of our cash and cash equivalents that were held by the VIEs and denominated in Renminbi.
Operating expenses Our total operating expenses decreased by 13.9% from RMB12,207.2 million in 2022 to RMB10,506.1 million (US$1,479.7 million) in 2023, primarily as a result of our reduced costs related to platform operations, as we enhanced our monetization efficiency. Sales and marketing expenses.
Operating expenses Our total operating expenses decreased by 13.9% from RMB12,207.2 million in 2022 to RMB10,506.1 million in 2023, primarily as a result of our reduced costs related to platform operations, as we enhanced our monetization efficiency. Sales and marketing expenses. Our sales and marketing expenses decreased by 20.4% from RMB4,920.7 million in 2022 to RMB3,916.2 million in 2023.
The difference was primarily due to an increase of RMB341.1 million (US$48.0 million) in accrued liabilities and other payables, a decrease of RMB342.5 million (US$48.2 million) in prepayments and other assets and a decrease of RMB185.8 million (US$26.2 million) in other long-term assets, partially offset by an increase of RMB262.2 million (US$36.9 million) in accounts receivable, a decrease of RMB182.2 million (US$25.7 million) in salary and welfare payable and a decrease of RMB141.6 million (US$19.9 million) in other long-term liabilities.
The difference was primarily due to an increase of RMB341.1 million in accrued liabilities and other payables, a decrease of RMB342.5 million in prepayments and other assets and a decrease of RMB185.8 million in other long-term assets, partially offset by an increase of RMB262.2 million in accounts receivable, a decrease of RMB182.2 million in salary and welfare payable and a decrease of RMB141.6 million in other long-term liabilities.
We calculate active users on mobile apps based on the number of mobile devices (including smart TV and other smart devices) that have launched our mobile apps during a given period.
Active users on mobile apps refer to the number of mobile devices (including smart TV and other smart devices) that have launched our mobile apps during a given period.
Liquidity and Capital Resources.” Other than as discussed above, we did not have any significant capital and other commitments, long-term obligations or guarantees as of December 31, 2023. Holding Company Structure Bilibili Inc. is a holding company with no material operations of its own.
Other than as discussed above, we did not have any significant capital and other commitments, long-term obligations or guarantees as of December 31, 2024. 118 Table of Contents Holding Company Structure Bilibili Inc. is a holding company with no material operations of its own.
Shanghai Bilibili Technology Co., Ltd. has previously qualified as a High and New Technology Enterprise, which allowed it to enjoy a 15% preferential enterprise income tax rate for three years starting from 2021 to 2023, and plans to renew its qualification as a High and New Technology Enterprise in 2024. 132 Table of Contents Our other major PRC subsidiaries are subject to enterprise income tax on their taxable income in mainland China at a statutory rate of 25%.
Shanghai Bilibili Technology Co., Ltd. has qualified as a High and New Technology Enterprise, which allowed it to enjoy a 15% preferential enterprise income tax rate for three years starting from 2024 to 2026. Our other major PRC subsidiaries are subject to enterprise income tax on their taxable income in mainland China at a statutory rate of 25%.
The following table sets forth our average DAUs and MAUs for each of the quarters indicated: For the Three Months Ended March 31, 2022 June 30, 2022 September 30, 2022 December 31, 2022 March 31, 2023 June 30, 2023 September 30, 2023 December 31, 2023 (In millions) Average DAUs (1)(3) 79.4 83.5 90.3 92.8 93.7 96.5 102.8 100.1 Average MAUs (2)(3) 293.6 305.7 332.6 326.0 315.2 323.7 340.8 336.0 Note: (1) Average DAU is calculated by dividing the sum of DAU during the specified period by the number of days in such period.
The following table sets forth our average DAUs and MAUs for each of the quarters indicated: For the Three Months Ended March 31, 2023 June 30, 2023 September 30, 2023 December 31, 2023 March 31, 2024 June 30, 2024 September 30, 2024 December 31, 2024 (In millions) Average DAUs (1)(3) 93.7 96.5 102.8 100.1 102.4 102.3 107.3 103.0 Average MAUs (2)(3) 315.2 323.7 340.8 336.0 341.5 335.8 347.8 339.6 Note: (1) Average DAU is calculated by dividing the sum of DAU during the specified period by the number of days in such period.
Other income/(expenses) Investment loss, net (including impairments) . Net investment loss, net (including impairments) primarily includes return earned on financial products issued by banks and other financial institutions and the fair value change of investments. We had net investment loss of RMB532.5 million and RMB435.6 million (US$61.4 million) in 2022 and 2023, respectively.
Net investment loss, net (including impairments) primarily includes return earned on financial products issued by banks and other financial institutions and the fair value change of investments. We had net investment loss of RMB435.6 million and RMB470.1 million (US$64.4 million) in 2023 and 2024, respectively. Interest income .
Financing activities Net cash used in financing activities in 2023 was RMB5,074.7 million (US$714.8 million), primarily attributable to the repurchase of issuance of convertible senior notes, net of issuance costs, of RMB7.7 billion (US$1.1 billion) and the repayment of short-term loan of RMB2.0 billion (US$0.3 billion), partially offset by the proceeds from issuances of ordinary shares net of issuance costs of RMB2.7 billion (US$0.4 billion) and proceeds of short-term loans of RMB2.0 billion (US$0.3 billion).
Financing activities Net cash used in financing activities in 2024 was RMB2,825.4 million (US$387.1 million), primarily attributable to the repurchase of convertible senior notes, net of issuance costs, of RMB5,958.4 million (US$816.3 million), partially offset by proceeds of short-term and long-term loans of RMB5,149.0 million (US$705.4 million). 117 Table of Contents Net cash used in financing activities in 2023 was RMB5,074.7 million, primarily attributable to the repurchase of convertible senior notes, net of issuance costs, of RMB7.7 billion and the repayment of short-term loan of RMB2.0 billion, partially offset by the proceeds from issuances of ordinary shares net of issuance costs of RMB2.7 billion and proceeds of short-term loans of RMB2.0 billion.
Server and bandwidth costs decreased by 15.7% from RMB1,752.9 million in 2022 to RMB1,477.1 million (US$208.0 million) in 2023, primarily due to improvement in resource utilization efficiency. 128 Table of Contents IP derivatives and others (formerly known as E-commerce and others) decreased by 21.1% from RMB3,684.8 million in 2022 to RMB2,905.9 million (US$409.3 million) in 2023, primarily due to a decrease in cost of goods sold associated with our IP derivatives business.
Server and bandwidth costs decreased by 15.7% from RMB1,752.9 million in 2022 to RMB1,477.1 million in 2023, primarily due to improvement in resource utilization efficiency. IP derivatives and others related costs decreased by 21.1% from RMB3,684.8 million in 2022 to RMB2,905.9 million in 2023, primarily due to a decrease in cost of goods sold associated with our IP derivatives business.
However, approval from or registration with competent government authorities is required where the Renminbi is to be converted into foreign currency and remitted out of mainland China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may at its discretion restrict access to foreign currencies for current account transactions in the future.
However, approval from or registration with competent government authorities is required where the Renminbi is to be converted into foreign currency and remitted out of mainland China to pay capital expenses such as the repayment of loans denominated in foreign currencies.
The principal non-cash items affecting the difference between our net loss and our net cash used in operating activities in 2022 were RMB3,336.8 million in depreciation and amortization of property and equipment and intangible assets, RMB1,040.7 million in share-based compensation expenses and RMB525.8 million in termination of certain game projects. 135 Table of Contents Net cash used in operating activities in 2021 was RMB2,647.0 million, as compared to net loss of RMB6,808.7 million in the same period.
The principal non-cash items affecting the difference between our net loss and our net cash used in operating activities in 2022 were RMB3,336.8 million in depreciation and amortization of property and equipment and intangible assets, RMB1,040.7 million in share-based compensation expenses and RMB525.8 million in termination of certain game projects.
General and administrative expenses consist primarily of salaries and other compensation-related expenses for our general and administrative personnel, professional fees, severance cost, rental expenses and allowance for expected credit losses. We will keep implementing our cost control strategy, including to optimize our headcount and control our staff costs, to improve our expense efficiency. Research and development expenses .
General and administrative expenses consist primarily of salaries and other compensation-related expenses for our general and administrative personnel, professional fees, severance cost, rental expenses and allowance for expected credit losses. We will keep implementing our cost control strategy, including by driving workforce optimization. Research and development expenses .
Nature of Estimates Required—average playing period of paying players. The average playing period of paying player is subjected to period assessment. Considering the events or circumstances may change that indicate the change of the estimate, we assessed the average playing period of paying player on a quarterly basis.
The average playing period of paying player is subjected to period assessment. Considering the events or circumstances may change that indicate the change of the estimate, we assessed the average playing period of paying player on a quarterly basis. We make a qualitative and quantitative assessment to determine the average playing period of paying players for each game.
As the varieties and quantity of content and user interactions continue to increase, AI capabilities are critical for us to control our operating costs and enhance user experience.
AI is particularly suitable for reviewing and screening content by recognizing and analyzing patterns and connections. As the varieties and quantity of content and user interactions continue to increase, AI capabilities are critical for us to control our operating costs and enhance user experience.
Loss from operations As a result of the foregoing, we incurred loss from operations of RMB8,357.9 million in 2022, compared to loss from operations of RMB6,429.1 million in 2021. Other income/(expenses) Investment income/(loss), net (including impairments) .
Loss from operations As a result of the foregoing, we incurred loss from operations of RMB5,064.2 million in 2023, compared to loss from operations of RMB8,357.9 million in 2022. 113 Table of Contents Other income/(expenses) Investment loss, net (including impairments) .
In the year of 2023, we assessed the above indicators, then determined that there were impairment indicators and RMB278.9 million investment impairment were charged. See Note 9. Long-term Investments, Net in the accompanying notes to consolidated financial statements included in this annual report on Form 20-F for additional information regarding the impairment investment accounted for using the measurement alternative.
In the year of 2024, we assessed the above indicators, then determined that there were impairment indicators and RMB486.5 million investment impairment were charged. See “Notes to Consolidated Financial Statements—Note 9. Long-term Investments, Net” of our audited consolidated financial statements included elsewhere in this annual report for additional information regarding the impairment investment accounted for using the measurement alternative.
We will continue to invest in our research and development, enhance our artificial intelligence technology, big data analytics capabilities, cloud technology and game development capacity, and develop new features and functionalities on our platform. Meanwhile, we will keep implementing our cost control strategy, including to control our research and development expenses more effectively, to improve our expense efficiency.
We will continue to invest in our research and development, enhance our artificial intelligence technology, big data analytics capabilities, cloud technology and game development capacity, and develop new features and functionalities on our platform.
Net loss As a result of the foregoing, we incurred net loss of RMB7,507.7 million in 2022, compared to net loss of RMB6,808.7 million in 2021. Seasonality Our results of operations are subject to seasonal fluctuations.
Income tax expense We recorded income tax expense of RMB78.7 million in 2023, compared to income tax expense of RMB104.1 million in 2022. Net loss As a result of the foregoing, we incurred net loss of RMB4,811.7 million in 2023, compared to net loss of RMB7,507.7 million in 2022. Seasonality Our results of operations are subject to seasonal fluctuations.
For example, Hode Information Technology has qualified as a High and New Technology Enterprise, which allowed it to enjoy a 15% preferential enterprise income tax rate for three years from 2023 to 2025.
Effective from January 1, 2008, the statutory corporate income tax rate is 25%, except for certain entities eligible for preferential tax rates. For example, Hode Information Technology has qualified as a High and New Technology Enterprise, which allowed it to enjoy a 15% preferential enterprise income tax rate for three years from 2023 to 2025.
We are striving to refine our commercialization avenues without compromising user experience. We will continue our efforts to enrich our content library and product offerings, including PUGV, VAS and mobile games, to convert more users to paying users. We plan to launch more high-quality games to satisfy our users’ evolving needs.
We will continue our efforts to enrich our content library and product offerings, including PUGV, VAS and mobile games, to convert more users to paying users. We plan to launch more high-quality games to satisfy our users’ evolving needs. We will also continue to develop our VAS to increase the number of our paying users.
The increase was primarily driven by the increase in time deposits held in 2023 compared to 2022. Interest expense . Interest expense primarily represents interest payment and amortized issuance costs related to our convertible senior notes. We had interest expense of RMB250.9 million and RMB164.9 million (US$23.2 million) in 2022 and 2023, respectively.
Interest expense primarily represents interest payment and amortized issuance costs related to our convertible senior notes. We had interest expense of RMB250.9 million and RMB164.9 million in 2022 and 2023, respectively. The decrease was primarily attributable to a decrease in interest expense related to our convertible senior notes from RMB192.6 million in 2022 to RMB110.2 million in 2023.
Due to the nature of the products and services we offer, we have a high demand for storage and computing capacities to enhance the functionalities of our video player, including running algorithms to produce content recommendations.
Due to the nature of the products and services we offer, we have a high demand for storage and computing capacities to enhance the functionalities of our video player, including running algorithms to produce content recommendations. We have developed an advanced cloud system that meets the operational needs of our platform while reducing operating costs. Content distribution network.
As of December 31, 2023, we have registered approximately 1,281 patents, 2,768 registered copyrights, 355 registered domain names, including www.bilibili.com , and 8,693 registered trademarks, including “ .” In addition, we had submitted approximately 2,400 additional patent applications and 321 trademark applications.
As of December 31, 2024, we have registered approximately 2,143 patents, 3,017 registered copyrights, 360 registered domain names, including www.bilibili.com , and 8,909 registered trademarks, including “ .” In addition, we had submitted approximately 2,013 additional patent applications and 313 trademark applications.
Significant Accounting Policies in the accompanying notes to consolidated financial statements included in this annual report on Form 20-F, for additional information regarding the revenue recognition of mobile game services.
Significant Accounting Policies” of our audited consolidated financial statements included elsewhere in this annual report for additional information regarding the revenue recognition of mobile game services.
Operating expenses The following table sets forth the components of our operating expenses by amounts and percentages of operating expenses for the periods presented: For the Year Ended December 31, 2021 2022 2023 RMB % RMB % RMB US$ % (in thousands, except for percentages) Operating expenses: Sales and marketing expenses 5,794,853 55.3 % 4,920,745 40.3 % 3,916,150 551,578 37.3 % General and administrative expenses 1,837,506 17.6 % 2,521,134 20.7 % 2,122,432 298,938 20.2 % Research and development expenses 2,839,862 27.1 % 4,765,360 39.0 % 4,467,470 629,230 42.5 % Total operating expenses 10,472,221 100.0 % 12,207,239 100.0 % 10,506,052 1,479,746 100.0 % Sales and marketing expenses .
Operating expenses The following table sets forth the components of our operating expenses by amounts and percentages of operating expenses for the periods presented: For the Year Ended December 31, 2022 2023 2024 RMB % RMB % RMB US$ % (in thousands, except for percentages) Operating expenses: Sales and marketing expenses 4,920,745 40.3 % 3,916,150 37.3 % 4,401,655 603,024 43.5 % General and administrative expenses 2,521,134 20.7 % 2,122,432 20.2 % 2,031,063 278,254 20.1 % Research and development expenses 4,765,360 39.0 % 4,467,470 42.5 % 3,685,214 504,872 36.4 % Total operating expenses 12,207,239 100.0 % 10,506,052 100.0 % 10,117,932 1,386,150 100.0 % Sales and marketing expenses .
Our PRC subsidiaries have not paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds. 137 Table of Contents C. Research and Development, Patents and Licenses, Etc.
Our PRC subsidiaries have not paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds. C. Research and Development, Patents and Licenses, Etc. Technology, Research and Development Our technology platform has been designed for reliability, scalability and flexibility and is administered by our in-house technology department.
To compute the estimated average playing period for paying players, we consider the initial purchase date as the starting point of a paying player’s lifespan.
The following are key assumptions we use in making the average playing period of paying player for each game: Paying players’ churn rates. To compute the estimated average playing period for paying players, we consider the initial purchase date as the starting point of a paying player’s lifespan.
Starting from the second quarter of 2022, we add the number of paying users of smart TVs toward our total paying users without eliminating duplicates. (2) Average monthly revenue per paying user is calculated by dividing the sum of revenues from mobile games and VAS during the specified period by the total number of monthly paying users during such period.
(2) Average monthly revenue per paying user is calculated by dividing the sum of revenues from mobile games and VAS during the specified period by the total number of monthly paying users during such period. We are striving to refine our commercialization avenues without compromising user experience.
Liquidity and Capital Resources The following table sets forth a summary of our cash flows for the periods presented: For the Year Ended December 31, 2021 2022 2023 RMB RMB RMB US$ (in thousands) Summary Consolidated Statements of Cash Flows Data: Net cash (used in)/provided by operating activities (2,647,008 ) (3,911,370 ) 266,622 37,553 Net cash (used in)/provided by investing activities (24,578,111 ) 10,609,218 1,762,148 248,193 Net cash provided by/(used in) financing activities 30,389,152 (4,354,919 ) (5,074,685 ) (714,754 ) Effect of exchange rate changes on cash and cash equivalents held in foreign currencies (319,034 ) 321,350 100,349 14,134 Net increase/(decrease) in cash, cash equivalents and restricted cash 2,844,999 2,664,279 (2,945,566 ) (414,874 ) Cash, cash equivalents and restricted cash at beginning of the year 4,678,109 7,523,108 10,187,387 1,434,863 Cash, cash equivalents and restricted cash at end of the year 7,523,108 10,187,387 7,241,821 1,019,989 As of December 31, 2021, 2022 and 2023, our cash, cash equivalents and restricted cash were RMB7,523.1 million, RMB10,187.4 and RMB7,241.8 million (US$1,020.0 million), respectively.
Liquidity and Capital Resources The following table sets forth a summary of our cash flows for the periods presented: For the Year Ended December 31, 2022 2023 2024 RMB RMB RMB US$ (in thousands) Summary Consolidated Statements of Cash Flows Data: Net cash (used in)/provided by operating activities (3,911,370 ) 266,622 6,014,854 824,032 Net cash provided by/(used in) investing activities 10,609,218 1,762,148 (138,087 ) (18,917 ) Net cash used in financing activities (4,354,919 ) (5,074,685 ) (2,825,383 ) (387,076 ) Effect of exchange rate changes on cash and cash equivalents held in foreign currencies 321,350 100,349 6,177 846 Net increase/(decrease) in cash, cash equivalents and restricted cash 2,664,279 (2,945,566 ) 3,057,561 418,885 Cash, cash equivalents and restricted cash at beginning of the year 7,523,108 10,187,387 7,241,821 992,125 Cash, cash equivalents and restricted cash at end of the year 10,187,387 7,241,821 10,299,382 1,411,010 115 Table of Contents As of December 31, 2022, 2023 and 2024, our cash, cash equivalents and restricted cash were RMB10,187.4 million, RMB7,241.8 million and RMB10,299.4 million (US$1,411.0 million), respectively.
We entered into several one-year revolving loan facilities provided by certain financial institutions with an aggregate principal amount of RMB1,200 million (US$169.4 million) as of December 31, 2023.
We entered into several one-year revolving loan facilities provided by certain financial institutions with an aggregate principal amount of RMB1,199.0 million (US$164.3 million) as of December 31, 2024. We have utilized RMB500.0 million (US$68.5 million) from such facilities as of December 31, 2024.
Cost of revenues The following table sets forth the components of our cost of revenues by amounts and percentages of cost of revenues for the periods presented: For the Year Ended December 31, 2021 2022 2023 RMB % RMB % RMB US$ % (in thousands, except for percentages) Cost of revenues: Revenue-sharing costs 7,733,330 50.4 % 9,115,351 50.5 % 9,507,483 1,339,101 55.6 % Content costs 2,694,839 17.6 % 3,496,871 19.4 % 3,195,620 450,094 18.7 % Server and bandwidth costs 1,565,923 10.2 % 1,752,878 9.7 % 1,477,116 208,047 8.7 % IP derivatives and others (formerly known as E-commerce and others) 3,346,445 21.8 % 3,684,772 20.4 % 2,905,903 409,288 17.0 % Total cost of revenues 15,340,537 100.0 % 18,049,872 100.0 % 17,086,122 2,406,530 100.0 % Revenue-sharing costs consist of fees paid to game developers, distribution channels (app stores) and payment channels, and fees we share with hosts of our live broadcasting and content creators in accordance with our revenue-sharing arrangements.
We expect revenues from IP derivatives and others to fluctuate in the foreseeable future but remain as a decent stream of revenues. 108 Table of Contents Cost of revenues The following table sets forth the components of our cost of revenues by amounts and percentages of cost of revenues for the periods presented: For the Year Ended December 31, 2022 2023 2024 RMB % RMB % RMB US$ % (in thousands, except for percentages) Cost of revenues: Revenue-sharing costs 9,115,351 50.5 % 9,507,483 55.6 % 10,803,944 1,480,134 59.8 % Content costs 3,496,871 19.4 % 3,195,620 18.7 % 2,729,520 373,943 15.1 % Server and bandwidth costs 1,752,878 9.7 % 1,477,116 8.7 % 1,643,678 225,183 9.1 % IP derivatives and others 3,684,772 20.4 % 2,905,903 17.0 % 2,880,420 394,616 16.0 % Total cost of revenues 18,049,872 100.0 % 17,086,122 100.0 % 18,057,562 2,473,876 100.0 % Revenue-sharing costs consist of fees paid to game developers, distribution channels (app stores) and payment channels, and fees we share with hosts of our live broadcasting and content creators in accordance with our revenue-sharing arrangements.
Net cash used in financing activities in 2022 was RMB4,354.9 million, primarily attributable to the repurchase of convertible senior notes and shares of RMB4.5 billion.
Net cash used in financing activities in 2022 was RMB4,354.9 million, primarily attributable to the repurchase of convertible senior notes and shares of RMB4.5 billion. Material cash requirements Our material cash requirements as of December 31, 2024 primarily include our long-term loans, capital expenditures and operating lease commitments.
Net loss As a result of the foregoing, we incurred net loss of RMB4,811.7 million (US$677.7 million) in 2023, compared to net loss of RMB7,507.7 million in 2022. Year ended December 31, 2022 compared to year ended December 31, 2021 Net revenues Our net revenues increased by 13.0% from RMB19.4 billion in 2021 to RMB21.9 billion in 2022.
Net loss As a result of the foregoing, we narrowed net loss by 71.7% from RMB4,811.7 million in 2023 to RMB1,363.7 million (US$186.8 million) in 2024. Year ended December 31, 2023 compared to year ended December 31, 2022 Net revenues Our net revenues increased by 2.9% from RMB21.9 billion in 2022 to RMB22.5 billion in 2023. VAS .
Net investment income/(loss), net (including impairments) primarily includes return earned on financial products issued by banks and other financial institutions, return from investments in money market funds, and the fair value change of investments. We had net investment loss of RMB194.2 million and RMB532.5 million in 2021 and 2022, respectively.
Net investment loss, net (including impairments) primarily includes return earned on financial products issued by banks and other financial institutions and the fair value change of investments. We had net investment loss of RMB532.5 million and RMB435.6 million in 2022 and 2023, respectively. The decrease in loss was primarily due to less impairment charges for long-term investments in 2023.
We will continue to implement our strategy to grow our DAU base and increase penetration in Generation Z+ and attract users from wider demographics.
We believe DAU reflects the quality and sustainability of our community, which also is directly linked to our commercial prospects. We will continue to implement our strategy to grow our DAU base and increase penetration in Generation Z+ and attract users from wider demographics.
Under the Hong Kong tax laws, we are exempted from the Hong Kong income tax on our foreign-derived income. In addition, payments of dividends from our Hong Kong subsidiaries to us are not subject to any Hong Kong withholding tax.
In addition, payments of dividends from our Hong Kong subsidiaries to us are not subject to any Hong Kong withholding tax. 114 Table of Contents PRC Our PRC subsidiaries are subject to PRC enterprise income tax on their taxable income in accordance with the relevant PRC income tax laws.
We make a qualitative and quantitative assessment to determine the average playing period of paying players for each game. If a qualitative and quantitative assessment identifies the change of the average playing period of paying players based on newly available paying players information, we may prospectively apply the change of estimate. Assumptions Used.
If a qualitative and quantitative assessment identifies the change of the average playing period of paying players based on newly available paying players information, we may prospectively apply the change of estimate. 120 Table of Contents Assumptions Used. Changes in assumptions or estimates can materially affect average playing period of paying players and, therefore, can affect the test results.
Purchases of intangible assets, which primarily consist of licensed copyrights of video content, accounted for 73.8%, 72.2% and 86.3% of our total capital expenditures in 2021, 2022 and 2023, respectively. Operating lease commitments Our operating lease commitments consist of the commitments under the lease agreements for our office premises.
Our capital expenditures were RMB2.7 billion, RMB1.3 billion and RMB1.8 billion (US$240.4 million) in 2022, 2023 and 2024, respectively. Purchases of intangible assets, which primarily consist of licensed copyrights of video content, accounted for 72.2%, 86.3% and 73.5% of our total capital expenditures in 2022, 2023 and 2024, respectively.
Our revenue growth will be affected by our ability to effectively execute our commercialization strategies and expand our paying user base. Our brand recognition and market leadership Our brand recognition as a leading video community among the Generation Z+ in China is crucial for us to attract and retain users, content creators and our business partners, and increase our revenues.
Our brand recognition and market leadership Our brand recognition as a leading video community among the Generation Z+ in China is crucial for us to attract and retain users, content creators and our business partners, and increase our revenues. We will continue to promote our brand name among broader young generations and increase our appeal to mass market.
The decrease in loss was primarily due to less impairment charges for long-term investments in 2023. Interest income . Interest income primarily represents interest earned on cash and cash equivalents and time deposits. We had interest income of RMB281.1 million and RMB542.5 million (US$76.4 million) in 2022 and 2023, respectively.
Interest income . Interest income primarily represents interest earned on cash and cash equivalents and time deposits. We had interest income of RMB281.1 million and RMB542.5 million in 2022 and 2023, respectively. The increase was primarily driven by the increase in time deposits held in 2023 compared to 2022. Interest expense .
The decreased was primarily attributable to the decrease in headcount of general and administrative personnel and allowance for expected credit loss in 2023. Research and development expenses. Our research and development expenses decreased by 6.3% from RMB4,765.4 million in 2022 to RMB4,467.5 million (US$629.2 million) in 2023.
Research and development expenses. Our research and development expenses decreased by 6.3% from RMB4,765.4 million in 2022 to RMB4,467.5 million in 2023. The decrease was mainly attributable to a decrease in headcount of research and development personnel and fewer expenses associated with the termination of certain games projects in 2023.
We will also continue to develop our VAS to increase the number of our paying users. In addition, we expect to see increased revenues from advertising, as advertisers across different industries are turning to Bilibili to tap into the coveted Generation Z+ demographic in China.
In addition, we expect to see increased revenues from advertising, as advertisers across different industries are turning to Bilibili to tap into the coveted Generation Z+ demographic in China. Our revenue growth will be affected by our ability to effectively execute our commercialization strategies and expand our paying user base.
Our sales and marketing expenses decreased by 20.4% from RMB4,920.7 million in 2022 to RMB3,916.2 million (US$551.6 million) in 2023. The decreased was primarily attributable to reduced promotional spending related to user acquisition in 2023. General and administrative expenses. Our general and administrative expenses decreased by 15.8% from RMB2,521.1 million in 2022 to RMB2,122.4 million (US$298.9 million) in 2023.
The decreased was primarily attributable to reduced promotional spending related to user acquisition in 2023. General and administrative expenses. Our general and administrative expenses decreased by 15.8% from RMB2,521.1 million in 2022 to RMB2,122.4 million in 2023. The decreased was primarily attributable to the decrease in headcount of general and administrative personnel and allowance for expected credit loss in 2023.
We have used the remaining proceeds of this ADS offering in the amount of US$68.8 million to replenish our cash reserve. As of December 31, 2023, an aggregate principal amount of US$429.3 million, US$0.1 million and US$432.4 million of our April 2026 Notes, 2027 Notes, and December 2026 Notes, respectively, remained outstanding.
We have used the remaining proceeds of this ADS offering in the amount of US$68.8 million to replenish our cash reserve. Between 2019 and 2021, we issued three batches of convertible senior notes, with an aggregate principal amount of US$500 million, US$800 million and US$1,600 million, respectively, that are due in April 2026, 2027 and December 2026, respectively.
The principal non-cash items affecting the difference between our net loss and our net cash used in operating activities in 2021 were RMB2,441.8 million in depreciation and amortization of property and equipment and intangible assets, and RMB999.8 million in share-based compensation expenses.
The principal non-cash items affecting the difference between our net loss and our net cash provided by operating activities in 2024 were RMB2,326.7 million (US$318.8 million) in depreciation and amortization of property and equipment and intangible assets, RMB1,116.2 million (US$152.9 million) in share-based compensation expenses and RMB486.5 million (US$66.6 million) in impairments of long-term investments.
Revenue-sharing costs increased by 17.9% from RMB7,733.3 million in 2021 to RMB9,115.3 million in 2022, primarily due to an increase in payments made to developers of exclusively distributed games, an increase in payments made to hosts of live broadcasting programs and content creators on our platform, and an increase in payments made to distribution channels.
Revenue-sharing costs increased by 13.6% from RMB9,507.5 million in 2023 to RMB10,803.9 million (US$1,480.1 million) in 2024, primarily due to higher fees paid to distribution channels and game developers and an increase in payments made to hosts of live broadcasting programs and content creators on our platform.
Our CDN components are strategically deployed in the cities where our users concentrate, enabling users to access a copy of the content closest to them so that content loading time is minimized. Our proprietary CDN system enhances network efficiency by managing and optimizing the workload of the servers through real-time optimization and distribution.
Our web server technology focuses on reducing bandwidth use while enhancing user experience through utilizing our content distribution network, or CDN, system. Our CDN components are strategically deployed in the cities where our users concentrate, enabling users to access a copy of the content closest to them so that content loading time is minimized.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

42 edited+17 added−6 removed67 unchanged
There are certain limited circumstances in which the trustee would not be required to comply with such a direction (for example, where a direction may make the trustee subject to criminal sanction or civil liability or where a direction involves a transaction which might have an adverse impact on the reputation of the trustee).
There are certain limited circumstances in which the trustee would not be required to comply with such a direction (for example, where a direction may make the trustee subject to criminal sanction or civil liability or where a direction involves a transaction which might have an adverse impact on the reputation of the trustee).
There are certain limited circumstances in which the trustee would not be required to comply with such a direction (for example, where a direction may make the trustee subject to criminal sanction or civil liability or where a direction involves a transaction which might have an adverse impact on the reputation of the trustee).
There are certain limited circumstances in which the trustee would not be required to comply with such a direction (for example, where a direction may make the trustee subject to criminal sanction or civil liability or where a direction involves a transaction which might have an adverse impact on the reputation of the trustee).
The compensation committee is responsible for, among other things: • reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers; 146 Table of Contents • reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors; • reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements; and • selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management.
The compensation committee is responsible for, among other things: • reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers; • reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors; 127 Table of Contents • reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements; and • selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management.
Under the 2018 Plan, awards may not be transferred in any manner by the participant other than in accordance with the exceptions provided in the relevant award agreement or otherwise determined by the plan administrator, such as transfers by will or the laws of descent and distribution. Termination and Amendment.
Under the 2024 Plan, awards may not be transferred in any manner by the participant other than in accordance with the exceptions provided in the relevant award agreement or otherwise determined by the plan administrator, such as transfers by will or the laws of descent and distribution. Termination and Amendment.
Our Class Y ordinary shares are convertible at any time by the holder thereof into Class Z ordinary shares on a one-for-one basis. * Less than 1% of our total outstanding shares. 149 Table of Contents * Except as otherwise indicated below, the business address of our directors and executive officers is Building 3, Guozheng Center, No. 485 Zhengli Road, Yangpu District, Shanghai, People’s Republic of China.
Our Class Y ordinary shares are convertible at any time by the holder thereof into Class Z ordinary shares on a one-for-one basis. * Less than 1% of our total outstanding shares. ** Except as otherwise indicated below, the business address of our directors and executive officers is Building 3, Guozheng Center, No. 485 Zhengli Road, Yangpu District, Shanghai, People’s Republic of China.
We have determined that Eric He, JP Gan and Feng Li each satisfies the “independence” requirements of Rule 5605(c)(2) of the Nasdaq Stock Market Rules and meet the independence standards under Rule 10A-3 under the Exchange Act, as amended.
We have determined that Eric He, JP Gan and Feng Li each satisfies the “independence” requirements of Rule 5605(c)(2) of the Nasdaq Stock Market Rules and meets the independence standards under Rule 10A-3 under the Exchange Act, as amended.
The address of principal business office for both Tencent Mobility Limited and Tencent Holdings Limited is Level 29, Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong. (10) Represents 27,216,108 Class Y ordinary shares and 151,100 Class Z ordinary shares directly held by Kami Sama Limited, a business company limited by shares incorporated in British Virgin Islands.
The address of principal business office for both Tencent Mobility Limited and Tencent Holdings Limited is Level 29, Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong. 130 Table of Contents (10) Represents 27,216,108 Class Y ordinary shares and 151,100 Class Z ordinary shares directly held by Kami Sama Limited, a business company limited by shares incorporated in British Virgin Islands.
Awards granted under the 2018 Plan are evidenced by an award agreement that sets forth terms, conditions and limitations for each award, which may include the term of the award, the provisions applicable in the event that the grantee’s employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award. 144 Table of Contents Eligibility.
Awards granted under the 2018 Plan are evidenced by an award agreement that sets forth terms, conditions and limitations for each award, which may include the term of the award, the provisions applicable in the event that the grantee’s employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award. Eligibility.
Share Incentive Plans In November 2014, our board of directors approved a global share incentive plan, or the Global Share Plan, to attract and retain the best available personnel, provide additional incentives to employees, directors and consultants and promote the success of our business.
Share Incentive Plans In November 2014, our board of directors adopted a global share incentive plan, or the Global Share Plan, to attract and retain the best available personnel, provide additional incentives to employees, directors and consultants and promote the success of our business.
Except with respect to amendments made by the plan administrator, no termination, amendment or modification may adversely affect in any material way any awards previously granted pursuant to the 2018 Plan unless agreed by the participant.
Except with respect to amendments made by the plan administrator, no termination, amendment or modification may adversely affect in any material way any awards previously granted pursuant to the 2024 Plan unless agreed by the participant.
Ding received his bachelor’s degree in finance and economics from Shanghai University of Finance and Economics, and was recognized as an accountant by Ministry of Finance of the People’s Republic of China in 1997. 143 Table of Contents Xin Fan has served as our chief financial officer since September 2017. Prior to that, Mr.
Ding received his bachelor’s degree in finance and economics from Shanghai University of Finance and Economics, and was recognized as an accountant by Ministry of Finance of the People’s Republic of China in 1997. Xin Fan has served as our chief financial officer since September 2017. Prior to that, Mr.
Li received her bachelor’s degree in law from Lingnan Normal University in 2008. 142 Table of Contents Yi Xu founded our website in 2009 (which culminated into the commencement of our commercial operations in 2011 and the founding of our company in 2013) and has served as our director and president since December 2013. Mr.
Li received her bachelor’s degree in law from Lingnan Normal University in 2008. Yi Xu founded our website in 2009 (which culminated into the commencement of our commercial operations in 2011 and the founding of our company in 2013) and has served as our director and president since December 2013. Mr.
He is a Chartered Financial Analyst in the United States and was certified as a member of American Institute of Certified Public Accountants in 1991. Feng Li previously served as our director from November 2014 to May 2016, and started to serve as our director again in February 2019. Mr.
He is a Chartered Financial Analyst in the United States and was certified as a member of American Institute of Certified Public Accountants in 1991. 123 Table of Contents Feng Li previously served as our director from November 2014 to May 2016, and started to serve as our director again in February 2019. Mr.
The participants in the Equity Incentive Trusts include our employees and certain of our executive officers. 145 Table of Contents Participants in the Equity Incentive Trusts transfer their equity awards to Ark Trust to be held for their benefit.
The participants in the Equity Incentive Trusts include our employees and certain of our executive officers. 126 Table of Contents Participants in the Equity Incentive Trusts transfer their equity awards to Ark Trust to be held for their benefit.
The following table summarizes, as of February 29, 2024, the number of ordinary shares underlying outstanding options and restricted share units granted to several of our directors and executive officers and to other individuals as a group under the Global Share Plan and 2018 Plan, excluding awards that were forfeited or cancelled after the relevant grant dates.
The following table summarizes, as of February 28, 2025, the number of ordinary shares underlying outstanding options and restricted share units granted to several of our directors and executive officers and to other individuals as a group under the Global Share Plan and the 2018 Plan, excluding awards that were forfeited or cancelled after the relevant grant dates.
A director is not required to retire upon reaching any particular age. A director will be removed from office automatically if, among other things, the director (i) becomes bankrupt or makes any arrangement or composition with his creditors; or (ii) is found by our company to be or becomes of unsound mind.
A director is not required to retire upon reaching any particular age. A director will be removed from office automatically if, among other things, the director (i) becomes bankrupt or makes any arrangement or composition with his creditors; or (ii) is found by our company to be or becomes of unsound mind. 128 Table of Contents D.
Unless terminated earlier, the 2018 Plan has a term of ten years. Our board of directors has the authority to amend or terminate the 2018 Plan.
Unless terminated earlier, the 2024 Plan has a term of ten years. Our board of directors has the authority to amend or terminate the 2024 Plan.
In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days after February 29, 2024, including through the exercise of any option, warrant or other right or the conversion of any other security.
In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days after February 28, 2025, including through the exercise of any option, warrant or other right or the conversion of any other security.
Share Ownership Except as otherwise noted, the following table sets forth information with respect to the beneficial ownership of our ordinary shares as of February 29, 2024 by: • each of our directors and executive officers; and • each person known to us to own beneficially more than 5% of our ordinary shares.
Share Ownership Except as otherwise noted, the following table sets forth information with respect to the beneficial ownership of our ordinary shares as of February 28, 2025 by: • each of our directors and executive officers; and • each person known to us to own beneficially more than 5% of our ordinary shares.
The functions and powers of our board of directors include, among others: • convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings; • declaring dividends and distributions; • appointing officers and determining the term of office of the officers; • exercising the borrowing powers of our company and mortgaging the property of our company; and • approving the transfer of shares in Bilibili, including the registration of such shares in our share register. 147 Table of Contents You should refer to “Item 10.
The functions and powers of our board of directors include, among others: • convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings; • declaring dividends and distributions; • appointing officers and determining the term of office of the officers; • exercising the borrowing powers of our company and mortgaging the property of our company; and • approving the transfer of shares in Bilibili, including the registration of such shares in our share register.
Additional information—B. Memorandum and Articles of Association—Differences in Corporate Law” for additional information on our standard of corporate governance under Cayman Islands law. Terms of Directors and Officers Our officers are elected by and serve at the discretion of the board of directors.
You should refer to “Item 10. Additional information—B. Memorandum and Articles of Association—Differences in Corporate Law” for additional information on our standard of corporate governance under Cayman Islands law. Terms of Directors and Officers Our officers are elected by and serve at the discretion of the board of directors.
(2) Represents (i) 7,200,000 Class Y ordinary shares and 908,300 Class Z ordinary shares directly held by Saber Lily Limited, a business company limited by shares incorporated in British Virgin Islands, and (ii) 1,002,000 Class Z ordinary shares issuable to Ms. Ni Li upon exercise of options within 60 days after February 29, 2024.
(2) Represents (i) 7,200,000 Class Y ordinary shares directly held by Saber Lily Limited, a business company limited by shares incorporated in British Virgin Islands, and (ii) 1,336,000 Class Z ordinary shares issuable to Ms. Ni Li upon exercise of options within 60 days after February 28, 2025.
In February 2018, our shareholders and board of directors adopted the 2018 share incentive plan, or the 2018 Plan, to attract and retain the best available personnel, provide additional incentives to employees, directors and consultants and promote the success of our business.
In May 2024, our board of directors adopted the 2024 share incentive plan, or the 2024 Plan, to attract and retain the best available personnel, provide additional incentives to employees, directors and consultants and promote the success of our business.
Name Ordinary Shares Underlying Options and Restricted Share Units Awarded Exercise Price (US$/Share)** Date of Grant Date of Expiration** Rui Chen * From nominal to March 2020 March 2027 * US$20.26 November 2020 November 2027 Ni Li * Nominal Various dates from November 2020 to March 2023 November 2027 JP Gan * Nominal Various dates from March 2020 to July 2022 Various dates from March 2026 to July 2028 Eric He * Nominal July 2022 July 2028 Xin Fan * From nominal to US$20.26 Various dates from June 2019 to March 2023 Various dates from June 2025 to March 2027 Other grantees 17,931,765 From nominal to US$20.26 Various dates from April 2018 to December 2023 Various dates from March 2024 to December 2028 Total 26,971,191 Notes: * Less than 1% of our total outstanding shares. ** Exercise price and date of expiration are not applicable to the granted restricted share units.
Name Ordinary Shares Underlying Options and Restricted Share Units Awarded Exercise Price (US$/Share)** Date of Grant Date of Expiration** Rui Chen * From nominal to March 2020 March 2027 * US$10.47 November 2020 November 2027 Ni Li * Nominal Various dates from November 2020 to March 2023 November 2027 JP Gan * Nominal Various dates from March 2020 to July 2022 Various dates from March 2026 to July 2028 Eric He * Nominal July 2022 July 2028 Xin Fan * From nominal to US$10.47 Various dates from June 2019 to March 2023 Various dates from June 2026 to March 2027 Other grantees 20,883,095 From nominal to US$10.47 Various dates from June 2019 to December 2024 Various dates from June 2026 to December 2028 Total 29,742,521 Notes: * Less than 1% of our total outstanding shares. ** Exercise price and date of expiration are not applicable to the granted restricted share units.
Ordinary Shares Beneficially Owned Class Y Ordinary Shares Class Z Ordinary Shares Total Ordinary Shares % of Beneficial Ownership % of Aggregate Voting Power Directors and Executive Officers**; Rui Chen (1) 49,299,006 3,228,525 52,527,531 12.7 % 42.3 % Ni Li (2) 7,200,000 1,910,300 9,110,300 2.2 % 6.3 % Yi Xu (3) 27,216,108 196,100 27,412,208 6.7 % 23.4 % JP Gan (4) — * * * * Eric He (5) — * * * * Feng Li (6) — — — — — Guoqi Ding (7) — — — — — Xin Fan — * * * * All Directors and Executive Officers as a Group 83,715,114 6,307,575 90,022,689 21.6 % 72.0 % Principal Shareholders: Entities affiliated with Rui Chen (8) 49,299,006 525,525 49,824,531 12.1 % 42.3 % Tencent entities (9) — 43,749,518 43,749,518 10.6 % 3.8 % Entity affiliated with Yi Xu (10) 27,216,108 151,100 27,367,208 6.6 % 23.4 % Notes: † For each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of our Class Y and Class Z ordinary shares as a single class.
Ordinary Shares Beneficially Owned Class Y Ordinary Shares Class Z Ordinary Shares Total Ordinary Shares % of Beneficial Ownership % of Aggregate Voting Power Directors and Executive Officers**: Rui Chen (1) 49,299,006 3,604,000 52,903,006 12.6 % 42.1 % Ni Li (2) 7,200,000 1,336,000 8,536,000 2.0 % 6.2 % Yi Xu (3) 27,216,108 196,100 27,412,208 6.6 % 23.3 % JP Gan (4) — * * * * Eric He (5) — * * * * Feng Li (6) — — — — — Guoqi Ding (7) — — — — — Xin Fan — * * * * 129 Table of Contents Ordinary Shares Beneficially Owned Class Y Ordinary Shares Class Z Ordinary Shares Total Ordinary Shares % of Beneficial Ownership % of Aggregate Voting Power All Directors and Executive Officers as a Group 83,715,114 6,057,726 89,772,840 21.3 % 71.6 % Principal Shareholders: Entities affiliated with Rui Chen (8) 49,299,006 — 49,299,006 11.8 % 42.1 % Tencent entities (9) — 43,749,518 43,749,518 10.5 % 3.7 % Entity affiliated with Yi Xu (10) 27,216,108 151,100 27,367,208 6.6 % 23.3 % Notes: † For each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of our Class Y and Class Z ordinary shares as a single class.
(1) Represents (i) 49,299,006 Class Y ordinary shares and 525,525 Class Z ordinary shares in the form of ADSs directly held by Vanship Limited, a business company limited by shares incorporated in British Virgin Islands, and (ii) 2,703,000 Class Z ordinary shares issuable to Mr. Rui Chen upon exercise of options within 60 days after February 29, 2024.
(1) Represents (i) 49,299,006 Class Y ordinary shares directly held by Vanship Limited, a business company limited by shares incorporated in British Virgin Islands, and (ii) 3,604,000 Class Z ordinary shares issuable to Mr. Rui Chen upon exercise of options within 60 days after February 28, 2025.
One of the holders is Deutsche Bank Trust Company Americas, the depositary of our ADS program, which held 19.5% Class Z ordinary shares on record as of February 29, 2024.
One of the holders is Deutsche Bank Trust Company Americas, the depositary of our ADS program, which held 20.9% Class Z ordinary shares on record as of February 28, 2025.
Guoqi Ding is Room 902, Building 1, 1500 Changyi Road, Pudong New Area, Shanghai, People’s Republic of China. (8) Represents 49,299,006 Class Y ordinary shares and 525,525 Class Z ordinary shares in the form of ADSs directly held by Vanship Limited, a business company limited by shares incorporated in British Virgin Islands.
Guoqi Ding is Room 902, Building 1, 1500 Changyi Road, Pudong New Area, Shanghai, People’s Republic of China. (8) Represents 49,299,006 Class Y ordinary shares directly held by Vanship Limited, a business company limited by shares incorporated in British Virgin Islands. The registered address of Vanship Limited is Start Chambers, Wickham’s Cay II., P.O.
Employees We had 12,281 employees as of December 31, 2021, 11,092 employees as of December 31, 2022, and 8,801 employees as of December 31, 2023.
Employees We had 11,092 employees as of December 31, 2022, 8,801 employees as of December 31, 2023, and 8,088 employees as of December 31, 2024.
Directors and Executive Officers Age Position/Title Rui Chen 46 Chairman of the Board of Directors and Chief Executive Officer Ni Li 38 Vice Chairwoman of the Board of Directors and Chief Operating Officer Yi Xu 34 Founder, Director and President JP Gan 52 Independent Director Eric He 64 Independent Director Feng Li 50 Independent Director Guoqi Ding 54 Independent Director Xin Fan 45 Chief Financial Officer Rui Chen has served as our chairman of the board of directors and chief executive officer since November 2014.
Directors and Executive Officers Age Position/Title Rui Chen 47 Chairman of the Board of Directors and Chief Executive Officer Ni Li 39 Vice Chairwoman of the Board of Directors and Chief Operating Officer Yi Xu 35 Founder, Director and President 122 Table of Contents Directors and Executive Officers Age Position/Title JP Gan 53 Independent Director Eric He 65 Independent Director Feng Li 51 Independent Director Guoqi Ding 55 Independent Director Xin Fan 45 Chief Financial Officer Rui Chen has served as our chairman of the board of directors and chief executive officer since November 2014.
The awards previously granted and outstanding and the evidencing original award agreements shall survive the termination of the Global Share Plan and remain effective until the expiration of their original terms, as may be amended from time to time.
We subsequently terminated our Global Share Plan in October 2022 by unanimous written approval of our board of directors. The awards previously granted and outstanding and the evidencing original award agreements shall survive the termination of the Global Share Plan and remain effective until the expiration of their original terms, as may be amended from time to time.
The calculations in the table below are based on 83,715,114 Class Y ordinary shares and 328,441,712 Class Z ordinary shares outstanding as of February 29, 2024 (excluding 9,104,591 Class Z ordinary shares issued and reserved for future issuance upon the exercising or vesting of awards granted under our share incentive plan).
The calculations in the table below are based on 83,715,114 Class Y ordinary shares and 333,053,165 Class Z ordinary shares outstanding as of February 28, 2025 (excluding 4,493,138 Class Z ordinary shares issued and reserved for future issuance upon the exercising or vesting of awards granted under our share incentive plans).
The Class Z ordinary shares that may be issued pursuant to the awards under the 2018 Plan may be in the form of new shares to be issued by us or in the form of shares or ADSs that may be purchased in the open market by us or a third-party trust from time to time in connection with the 2018 Plan.
The 2018 Plan The aggregate number of Class Z ordinary shares available for future grant under the 2018 Plan was 37,092,680 as of February 28, 2025. 124 Table of Contents The Class Z ordinary shares that may be issued pursuant to the awards under the 2018 Plan may be in the form of new shares to be issued by us or in the form of shares or ADSs that may be purchased in the open market by us or a third-party trust from time to time in connection with the 2018 Plan.
The number of beneficial owners of the ADSs in the United States is likely to be much larger than the number of record holders of our ordinary shares in the United States.
The number of beneficial owners of the ADSs in the United States is likely to be much larger than the number of record holders of our ordinary shares in the United States. F. Disclosure of A Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable.
Mr. Fan has also served as an independent director of Sipai Health Technology Co., Ltd. (HKEX: 0314) since May 2023. Mr. Fan received his bachelor’s degree in international accounting from Shanghai University of Finance and Economics in 2001. Mr. Fan is a regular member of the American Institute of Certified Public Accountants and a certified public accountant in China.
Mr. Fan has also served as an independent director of Sipai Health Technology Co., Ltd. (HKEX: 0314) since May 2023 and as an independent director of MicroPort NeuroScientific Corporation (HKEX: 2172) since June 2024. Mr. Fan received his bachelor’s degree in international accounting from Shanghai University of Finance and Economics in 2001. Mr.
The aggregate number of Class Z ordinary shares available for future grant under the 2018 Plan was 19,909,908 as of February 29, 2024.
The 2024 Plan The aggregate number of Class Z ordinary shares available for future grant under the 2024 Plan was 41,272,920 as of February 28, 2025.
To our knowledge, as of February 29, 2024, 66,047,214 of our Class Z ordinary shares were held by three record holders in the United States, representing approximately 15.7% of our total outstanding shares on an as converted basis (including the 9,104,591 Class Z ordinary shares issued and reserved for future issuance upon the exercising or vesting of awards granted under our share incentive plan).
To our knowledge, as of February 28, 2025, 70,649,995 of our Class Z ordinary shares were held by two record holders in the United States, representing approximately 16.8% of our total outstanding shares on an as converted basis (including the 4,493,138 Class Z ordinary shares issued and reserved for future issuance upon the exercising or vesting of awards granted under our share incentive plans).
Under the 2018 Plan, in general, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement. Exercise of Options. Under the 2018 Plan, the plan administrator determines the exercise price for each award, which is stated in the award agreement.
Eligible participants include employee participants, related party participants and service provider participants, as determined by the plan administrator. Vesting Schedule. Under the 2018 Plan, in general, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement. Exercise of Options.
The following table sets forth the numbers of our employees categorized by function as of December 31, 2023: Function: As of December 31, 2023 Products and technology 3,751 Content audit 2,868 Operations 1,653 Management, sales, finance and administration 529 Total 8,801 As of December 31, 2023, we had 5,598 employees in Shanghai, 818 employees in Chengdu, 665 employees in Nanjing, 471 employees in Wuhan and 1,249 employees in other locations. 148 Table of Contents As required under PRC regulations, we participate in housing funds and various employee social security plans that are organized by applicable local municipal and provincial governments, including housing funds, pension, maternity, medical, work-related injury and unemployment benefit plans, under which we make contributions at specified percentages of the salaries of our employees.
As required under PRC regulations, we participate in housing funds and various employee social security plans that are organized by applicable local municipal and provincial governments, including housing funds, pension, maternity, medical, work-related injury and unemployment benefit plans, under which we make contributions at specified percentages of the salaries of our employees.
He also holds licenses as chartered global management accountant and chartered certified accountant in the United Kingdom. B. Compensation For the fiscal year ended December 31, 2023, we paid an aggregate of approximately RMB6.5 million (US$0.9 million) in cash to our executive officers, and approximately RMB1.7 million (US$0.2 million) in cash to our non-executive directors.
Compensation For the fiscal year ended December 31, 2024, we paid an aggregate of approximately RMB7.2 million (US$1.0 million) in cash to our executive officers, and approximately RMB1.7 million (US$0.2 million) in cash to our non-executive directors. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors.
We subsequently amended our 2018 Plan in March 2020 and October 2022 and terminated our Global Share Plan in October 2022 by unanimous written approval of our board of directors.
In February 2018, our shareholders and board of directors adopted the 2018 share incentive plan, or the 2018 Plan, to attract and retain the best available personnel, provide additional incentives to employees, directors and consultants and promote the success of our business. We subsequently amended our 2018 Plan in March 2020, October 2022 and June 2024.
The registered address of Vanship Limited is Start Chambers, Wickham’s Cay II., P.O. Box 2221, Road Town, Tortola, British Virgin Islands.
Box 2221, Road Town, Tortola, British Virgin Islands.
Removed
We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors.
Added
Fan is a regular member of the American Institute of Certified Public Accountants and a certified public accountant in China. He also holds licenses as chartered global management accountant and chartered certified accountant in the United Kingdom. B.
Removed
The maximum aggregate number of Class Z ordinary shares which may be issued pursuant to all awards under the 2018 Plan is 30,673,710 Class Z ordinary shares, representing 10% of the total number of issued Class Z ordinary shares as of the date on which Bilibili’s voluntary conversion of its secondary listing status to primary listing on the Hong Kong Stock Exchange becomes effective (excluding Class Z ordinary shares underlying awards which have terminated, expired or lapsed in accordance with that have been forfeited in accordance with the 2018 Plan).
Added
Following the latest amendment in June 2024, the maximum aggregate number of Class Z ordinary shares which may be issued pursuant to all awards under the 2018 Plan, or the Scheme Limit, was refreshed to be 41,413,503 Class Z ordinary shares.
Removed
We may grant awards to our employees, directors and consultants of Bilibili under the 2018 Plan. In addition, under the 2018 Plan, we may grant options that are intended to qualify as incentive share options only to our employees and employees of our subsidiaries. Vesting Schedule.
Added
The awards previously granted and outstanding and the evidencing original award agreements shall survive the June 2024 amendment and remain effective until the expiration of their original terms, as may be amended from time to time, and the ordinary shares underlying these awards shall not count towards the refreshed Scheme Limit.
Removed
Board Diversity Board Diversity Matrix (As of February 29, 2024) Country of Principal Executive Offices: People’s Republic of China Foreign Private Issuer Yes Disclosure Prohibited Under Home Country Law No Total Number of Directors 7 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 1 6 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 1 D.
Added
The maximum aggregate number of Class Z ordinary shares which may be issued pursuant to all awards under the 2024 Plan is 41,272,920 Class Z ordinary shares.
Removed
There has been no significant change in the percentage ownership held by any major shareholders during the past three years, except that, according to the Schedule 13G/A jointly filed by Alibaba Group Holding Limited, Taobao Holding Limited and Taobao China Holding Limited on March 25, 2024, as of March 21, 2024, Taobao China Holding Limited no longer owns any Class Z ordinary shares or ADSs of our company, and Alibaba Group Holding Limited and Taobao Holding Limited are no longer beneficial owners of Class Z ordinary Shares or ADSs of our company. 150 Table of Contents F.
Added
Under the 2018 Plan, the plan administrator determines the exercise price for each option, which is stated in the award agreement and shall be no less than the higher of (i) the closing price of the underlying shares as quoted on the principal exchange or system on which the shares are listed on the date of grant (which must be a business day), and (ii) the average closing price of the underlying shares as quoted on the principal exchange or system on which the shares are listed for the five trading days immediately preceding the date of grant, provided that the shares are listed on one or more established stock exchanges or national market systems (including the Nasdaq Stock Market and the Main Board of the Hong Kong Stock Exchange).
Removed
Disclosure of A Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable.
Added
Under the 2018 Plan, awards may not be transferred in any manner by the participant unless, subject to applicable laws and regulations or under the specific exceptions provided in the 2018 Plan. Termination and Amendment. Unless terminated earlier, the 2018 Plan has a term of ten years.
Added
Our board of directors has the authority to amend or terminate the 2018 Plan.
Added
However, shareholders’ approval is required for any amendments that (i) are necessary and desirable to comply with applicable laws or stock exchange rules, (ii) alter the material terms of the 2018 Plan relating to the matters set out in Rule 17.03 of the Hong Kong Listing Rules to the advantage of eligible participants, and (iii) change the authority of our board of directors or committee responsible for administering the plan to amend the terms of the 2018 Plan.
Added
The Class Z ordinary shares that may be issued pursuant to the awards under the 2024 Plan will be in the form of shares or ADSs that are purchased by a third-party trust from time to time through legally permissible means in connection with the 2024 Plan. 2024 Plan does not involve the issuance of new shares of our company.
Added
The following paragraphs describe the principal terms of the 2024 Plan. Types of Awards. The 2024 Plan permits the awards of options, restricted shares, and restricted share units. Plan Administration. Our board of directors or a committee of one or more members of the board of directors will administer the 2024 Plan.
Added
The committee or the full board of directors, as applicable, will determine the participants to receive awards, the type and number of awards to be granted to each participant, and the terms and conditions of each award under the 2024 Plan. Award Agreement.
Added
Awards granted under the 2024 Plan are evidenced by an award agreement that sets forth terms, conditions and limitations for each award, which may include the term of the award, the provisions applicable in the event that the grantee’s employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award. 125 Table of Contents Eligibility.
Added
Eligible participants include employee participants, related party participants and consultants, as determined by the plan administrator. Vesting Schedule. Under the 2024 Plan, in general, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement. Exercise of Options.
Added
Under the 2024 Plan, the plan administrator determines the exercise price for each option, which is stated in the award agreement and shall be no less than the fair market value of the shares on the date of grant, which must be a business day.
Added
The vested portion of option will expire if not exercised prior to the time as the plan administrator determines at the time of its grant. However, the maximum exercisable term is ten years from the date of a grant. Transfer Restrictions.
Added
We have not granted any awards under the 2024 Plan.
Added
The following table sets forth the numbers of our employees categorized by function as of December 31, 2024: Function: As of December 31, 2024 Products and technology 3,632 Content audit 2,247 Operations 1,646 Management, sales, finance and administration 563 Total 8,088 As of December 31, 2024, we had 5,635 employees in Shanghai, 645 employees in Chengdu, 445 employees in Nanjing, 407 employees in Wuhan and 956 employees in other locations.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

9 edited+0 added−0 removed19 unchanged
We have the right to defer filing of a registration statement for a period of not more than 90 days if our board of directors determines in good faith that filing of a registration statement in the near future will be materially detrimental to us or our shareholders, but we cannot exercise the deferral right more than once for more than once during any twelve-month period and cannot register any other securities during such period.
We have the right to defer filing of a registration statement for a period of not more than 90 days if our board of directors determines in good faith that filing of a registration statement in the near future will be materially detrimental to us or our shareholders, but we cannot exercise the deferral right more than once for more than once during any twelve-month period and cannot register any other securities during such period.
We have also entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of Bilibili. Share Incentive Plan See “Item 6.
We have also entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of Bilibili. Share Incentive Plans See “Item 6.
If the underwriters advise in writing that market factors require a limitation of the number of registrable securities to be underwritten, the underwriters may decide to exclude (i) all of the registrable securities in our initial public offering, or (ii) up to 75% of the registrable securities and the number of the registrable securities will be allocated among the holders on a pro rata basis according to the number of registrable securities then outstanding held by each holder requesting registration; provided that all other equity securities are first excluded (except for securities sold for the account of our company). 151 Table of Contents Expenses of Registration.
If the underwriters advise in writing that market factors require a limitation of the number of registrable securities to be underwritten, the underwriters may decide to exclude (i) all of the registrable securities in our initial public offering, or (ii) up to 75% of the registrable securities and the number of the registrable securities will be allocated among the holders on a pro rata basis according to the number of registrable securities then outstanding held by each holder requesting registration; provided that all other equity securities are first excluded (except for securities sold for the account of our company).
In 2022, we transferred some of our equity interests in certain investments to an investment fund, of which we are a limited partner, with a consideration of RMB275.0 million. Loans to the Entity. In 2020, we established an entity with an independent third party and two entities each controlled by Mr. Rui Chen and Ms.
In 2022, we transferred some of our equity interests in certain investments to an investment fund, of which we are a limited partner, with a consideration of RMB275.0 million. 132 Table of Contents Loans to the Entity. In 2020, we established an entity with an independent third party and two entities each controlled by Mr. Rui Chen and Ms.
We will bear all registration expenses, other than the underwriting discounts and selling commissions applicable to the sale of registrable securities, incurred in connection with registrations, filings or qualification pursuant to the shareholders agreement. Termination of Obligations.
Expenses of Registration. We will bear all registration expenses, other than the underwriting discounts and selling commissions applicable to the sale of registrable securities, incurred in connection with registrations, filings or qualification pursuant to the shareholders agreement. 131 Table of Contents Termination of Obligations.
For the years ended December 31, 2021, 2022 and 2023, we sold goods and live broadcasting and other services amounting to RMB9.1 million, RMB14.0 million and RMB12.7 million (US$1.8 million), respectively, to certain related parties. Acquisition/transfer of long-term investments.
For the years ended December 31, 2022, 2023 and 2024, we sold goods and live broadcasting and other services amounting to RMB14.0 million, RMB12.7 million and RMB12.0 million (US$1.6 million), respectively, to certain related parties. Acquisition/transfer of long-term investments.
Directors, Senior Management and Employees—B. Compensation—Share Incentive Plan.” 152 Table of Contents Other Related Party Transactions Purchases of goods and services. For the years ended December 31, 2021, 2022 and 2023, we purchased goods and promotional and other services amounting to RMB117.1 million, RMB206.9 million and RMB172.5 million (US$24.3 million), respectively, from certain related parties. Sale of goods and services.
Directors, Senior Management and Employees—B. Compensation—Share Incentive Plans.” Other Related Party Transactions Purchases of goods and services. For the years ended December 31, 2022, 2023 and 2024, we purchased goods and promotional and other services amounting to RMB206.9 million, RMB172.5 million and RMB124.0 million (US$17.0 million), respectively, from certain related parties. Sale of goods and services.
Ni Li to acquire the land use rights for a parcel of land in Shanghai for future construction. We provided interest-bearing guaranteed loans to this entity for its operation. The interest rates of the loans referenced loan prime rate (LPR) and ranged from 3.3% to 4.15% per annum.
Ni Li to acquire the land use rights for a parcel of land in Shanghai for future construction. We provided interest-bearing guaranteed loans to this entity for its operation. The annual interest rate of the loans was 3.95% as of December 31, 2024.
For the years ended December 31, 2021, 2022 and 2023, the largest outstanding amount of the loans was RMB1,709.7 million. In 2023, this entity repaid RMB636.4 million in principal and RMB60.2 million in interests on the loans. As of February 29, 2024, the outstanding balance of the loans to this entity was RMB605.5 million. C.
For the years ended December 31, 2022, 2023 and 2024, the largest outstanding amount of the loans was RMB1,308.7 million. As of February 28, 2025, the outstanding balance of the loans to this entity was RMB613.0 million. C. Interests of Experts and Counsel Not applicable.

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