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What changed in Bilibili Inc.'s 20-F — 2024 vs 2025

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Paragraph-level year-over-year comparison of Bilibili Inc.'s 2024 and 2025 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+745 added−696 removedSource: 20-F (2025-12-31) vs 20-F (2024-12-31)

Top changes in Bilibili Inc.'s 2025 20-F

745 paragraphs added · 696 removed · 564 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

271 edited+82 added−41 removed682 unchanged
Biggest changeThe expansion of our overseas and cross-border businesses will also expose us to risks inherent in operating businesses globally, including, but not limited to: • inability to recruit international and local talent and deal with challenges in replicating or adapting our company policies and procedures to operating environments different than those of China; • lack of acceptance of the product and service offerings on our platform and adverse publicity about us; • disruptions in the supply chain; • investigations regarding anti-dumping; • trade wars; • geopolitical tensions, political instability and general economic or political conditions in particular countries or regions; • challenges and increased expenses associated with staffing and managing global and cross-border operations and managing an organization spread over multiple jurisdictions; • trade barriers, such as import and export restrictions, tariffs, customs duties and other taxes, competition law regimes and other trade restrictions, as well as other protectionist policies; • differing and potentially adverse tax consequences; • increased and conflicting regulatory compliance requirements; • litigations, arbitrations, government actions, restrictions, policies, or legal proceedings against us; • adaption to different industry practices; 41 Table of Contents • challenges caused by distance, language and cultural differences; • impact of natural disasters or health epidemics; • increased costs to protect the security and stability of our information technology systems, intellectual property and personal data, including compliance costs related to data localization laws, data protection laws and privacy laws; • availability and reliability of global and cross-border payment systems and logistics infrastructure; and • exchange rate fluctuations.
Biggest changeThe expansion of our overseas and cross-border businesses will also expose us to risks inherent in operating businesses globally, including, but not limited to: • international geopolitical tensions and events, political instability and general economic or political conditions in particular countries or regions; • compliance challenges due to the different laws and regulatory environments of the jurisdictions where we operate, including, but not limited to those related to content regulation, data privacy and protection, network security, intellectual property protection, children’s privacy and protection, consumer protection, trade protection (including import and export control, custom duties, customs and tariffs), product liability, online payments and money transmission, funds transfer, currency exchange controls, marketing and advertising, employment and labor, trust and safety, supply chain compliance, competition, and other protectionist policies; • compliance challenges under different tax regimes and policies in jurisdictions where we operate; • compliance challenges arising from conflicts in the laws, rules, regulations, policies and orders of different jurisdictions; • potential damage to our brands and reputation due to compliance with local laws, including requirements to censor content or requirements to provide user information to local authorities; • lack of acceptance of the product and service offerings on our platform and adverse publicity about us; • local and regional competition and adaption to different industry practices; • inability to recruit international and local talent and deal with challenges in replicating or adapting our company policies and procedures to operating environments different than those of China; • challenges and increased expenses associated with staffing and managing global and cross-border operations and managing an organization spread over multiple jurisdictions; • litigations, arbitrations, government actions, restrictions, policies, or legal proceedings against us; 45 Table of Contents • challenges caused by distance, language and cultural differences and impact of natural disasters or health epidemics; • increased costs to protect the security and stability of our information technology systems, intellectual property and personal data, including compliance costs related to data localization laws, data protection laws and privacy laws; • availability and reliability of global and cross-border payment systems and logistics infrastructure; and • exchange rate fluctuations.
Other Subsidiaries Primary Beneficiaries of VIEs VIEs and VIEs’ Subsidiaries Eliminating adjustments Consolidated Totals (RMB, in thousands) Cash and cash equivalents 10,721 3,347,603 4,782,112 2,108,946 — 10,249,382 Time deposits — 3,566,915 — 21,560 — 3,588,475 Restricted cash — — — 50,000 — 50,000 Accounts receivable, net — 467,481 135,930 623,464 — 1,226,875 Amounts due from Group companies (4) 15,688,455 — 4,493,861 532,700 (20,715,016 ) — Amount due from related parties — 762,084 7,360 17,233 — 786,677 Prepayments and other current assets 132,745 248,605 384,375 382,386 — 1,148,111 Short-term investments 445,470 308,194 1,415,439 537,432 — 2,706,535 Long-term investments, net 758,348 252,278 1,186,319 1,714,647 — 3,911,592 Investment in subsidiaries and net assets of VIEs and VIEs’ subsidiaries 345,248 — — — (345,248 ) — Other non-current assets — 3,408,147 975,530 4,647,176 — 9,030,853 Total assets 17,380,987 12,361,307 13,380,926 10,635,544 (21,060,264 ) 32,698,500 Accounts payable — 67,077 1,083,965 3,650,374 — 4,801,416 Salary and welfare payables — 1,122,428 50,486 426,568 — 1,599,482 Taxes payable — 232,740 60,957 135,235 — 428,932 Short-term loan and current portion of long-term debt 31,657 740,179 200,000 600,000 — 1,571,836 Deferred revenue 9,836 214,029 851,268 2,727,174 — 3,802,307 Accrued liabilities and other payables 64,151 826,309 768,151 895,670 — 2,554,281 Amounts due to Group companies (4) — 7,464,775 2,887,517 10,362,724 (20,715,016 ) — Amounts due to related parties — — 86 4,463 — 4,549 Other long-term payable 3,166,946 259,419 4,789 400,630 — 3,831,784 Deficit in subsidiaries and net loss of VIEs and VIEs’ subsidiaries (3) — 1,102,255 8,575,962 — (9,678,217 ) — Total liabilities 3,272,590 12,029,211 14,483,181 19,202,838 (30,393,233 ) 18,594,587 Total Bilibili Inc’s Shareholders’ equity/(deficit) (3) 14,108,397 345,248 (1,102,255 ) (8,575,962 ) 9,332,969 14,108,397 Noncontrolling interests — (13,152 ) — 8,668 — (4,484 ) Total shareholders’ equity/(deficit) 14,108,397 332,096 (1,102,255 ) (8,567,294 ) 9,332,969 14,103,913 Total liabilities and shareholders’ equity/(deficit) 17,380,987 12,361,307 13,380,926 10,635,544 (21,060,264 ) 32,698,500 12 Table of Contents As of December 31, 2023 Bilibili Inc.
Other Subsidiaries Primary Beneficiaries of VIEs VIEs and VIEs’ Subsidiaries Eliminating adjustments Consolidated Totals (RMB, in thousands) Cash and cash equivalents 10,721 3,347,603 4,782,112 2,108,946 — 10,249,382 Time deposits — 3,566,915 — 21,560 — 3,588,475 Restricted cash — — — 50,000 — 50,000 Accounts receivable, net — 467,481 135,930 623,464 — 1,226,875 Amounts due from Group companies (4) 15,688,455 — 4,493,861 532,700 (20,715,016 ) — Amount due from related parties — 762,084 7,360 17,233 — 786,677 Prepayments and other current assets 132,745 248,605 384,375 382,386 — 1,148,111 Short-term investments 445,470 308,194 1,415,439 537,432 — 2,706,535 Long-term investments, net 758,348 252,278 1,186,319 1,714,647 — 3,911,592 Investment in subsidiaries and net assets of VIEs and VIEs’ subsidiaries 345,248 — — — (345,248 ) — Other non-current assets — 3,408,147 975,530 4,647,176 — 9,030,853 Total assets 17,380,987 12,361,307 13,380,926 10,635,544 (21,060,264 ) 32,698,500 Accounts payable — 67,077 1,083,965 3,650,374 — 4,801,416 Salary and welfare payables — 1,122,428 50,486 426,568 — 1,599,482 Taxes payable — 232,740 60,957 135,235 — 428,932 Short-term loan and current portion of long-term debt 31,657 740,179 200,000 600,000 — 1,571,836 Deferred revenue 9,836 214,029 851,268 2,727,174 — 3,802,307 Accrued liabilities and other payables 64,151 826,309 768,151 895,670 — 2,554,281 Amounts due to Group companies (4) — 7,464,775 2,887,517 10,362,724 (20,715,016 ) — Amounts due to related parties — — 86 4,463 — 4,549 Other long-term payable 3,166,946 259,419 4,789 400,630 — 3,831,784 Deficit in subsidiaries and net loss of VIEs and VIEs’ subsidiaries (3) — 1,102,255 8,575,962 — (9,678,217 ) — Total liabilities 3,272,590 12,029,211 14,483,181 19,202,838 (30,393,233 ) 18,594,587 Total Bilibili Inc’s Shareholders’ equity/(deficit) (3) 14,108,397 345,248 (1,102,255 ) (8,575,962 ) 9,332,969 14,108,397 Noncontrolling interests — (13,152 ) — 8,668 — (4,484 ) Total shareholders’ equity/(deficit) 14,108,397 332,096 (1,102,255 ) (8,567,294 ) 9,332,969 14,103,913 Total liabilities and shareholders’ equity/(deficit) 17,380,987 12,361,307 13,380,926 10,635,544 (21,060,264 ) 32,698,500 13 Table of Contents As of December 31, 2023 Bilibili Inc.
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.
See “—Risks Related to Doing Business in China—We face uncertainties with respect to the interpretation and implementation of the Anti-Monopoly Guidelines for the Internet Platform Economy Sector and other anti-monopoly and competition laws and how it may impact our business operations.” • The PCAOB had historically been unable to inspect our auditor in relation to their audit work and the inability of the PCAOB to conduct inspections of the auditor in the past had deprived our investors with the benefits of such inspections.
See “—Risks Related to Doing Business in China—We face uncertainties with respect to the interpretation and implementation of the Anti-Monopoly Guidelines for the Internet Platform Economy Sector and other anti-monopoly and competition laws and how it may impact our business operations.” • The PCAOB had historically been unable to inspect our auditor in relation to their audit work and the inability of the PCAOB to conduct inspections of the auditor in the past had deprived our investors of the benefits of such inspections.
If the PRC government deems that our contractual arrangements with the VIEs do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or their interpretations change or are interpreted differently in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.
If the PRC government deems that our contractual arrangements with the VIEs do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or their interpretations change or are interpreted differently in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.
Bilibili is a holding company, and we may rely on dividends to be paid by our PRC subsidiaries for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to the holders of the ADSs and our ordinary shares and service any debt we may incur.
Bilibili is a holding company, and we may rely on dividends to be paid by our PRC subsidiaries for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to the holders of our ordinary shares and ADSs and service any debt we may incur.
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.
The CSRC or other PRC regulatory authorities also may take actions requiring us, or making it advisable for us, to halt our offshore offerings before settlement and delivery of the shares offered.
The CSRC or other PRC regulatory authorities may also take actions requiring us, or making it advisable for us, to halt our offshore offerings before settlement and delivery of the shares offered.
In addition, non-resident enterprise shareholders (including the ADS holders) may be subject to PRC tax at a rate of 10% on gains realized on the sale or other disposition of the ADSs or ordinary shares, if such income is treated as sourced from within the PRC.
In addition, non-resident enterprise shareholders (including the ADS holders) may be subject to PRC tax at a rate of 10% on gains realized on the sale or other disposition of the ordinary shares or ADSs, if such income is treated as sourced from within the PRC.
Furthermore, if PRC tax authorities determine that we are a PRC resident enterprise for enterprise income tax purposes, dividends paid to our non-PRC individual shareholders (including the ADS holders) and any gain realized on the transfer of the ADSs or ordinary shares by such holders may be subject to PRC tax at a rate of 20% (which, in the case of dividends, may be withheld at source by us), if such gains are deemed to be from PRC sources.
Furthermore, if PRC tax authorities determine that we are a PRC resident enterprise for enterprise income tax purposes, dividends paid to our non-PRC individual shareholders (including the ADS holders) and any gain realized on the transfer of the ordinary shares or ADSs by such holders may be subject to PRC tax at a rate of 20% (which, in the case of dividends, may be withheld at source by us), if such gains are deemed to be from PRC sources.
Under the PRC Individual Income Tax Law and its implementation rules, dividends from sources within mainland China paid to foreign individual investors who are not PRC residents are generally subject to a PRC withholding tax at a rate of 20% and gains from PRC sources realized by such investors on the transfer of ADSs and/or Class Z ordinary shares are generally subject to 20% PRC income tax, in each case, subject to any reduction or exemption set forth in applicable tax treaties and similar arrangements and PRC laws.
Under the PRC Individual Income Tax Law and its implementation rules, dividends from sources within mainland China paid to foreign individual investors who are not PRC residents are generally subject to a PRC withholding tax at a rate of 20% and gains from PRC sources realized by such investors on the transfer of Class Z ordinary shares and/or ADSs are generally subject to 20% PRC income tax, in each case, subject to any reduction or exemption set forth in applicable tax treaties and similar arrangements and PRC laws.
There is no direct trading or settlement between Nasdaq and the Hong Kong Stock Exchange on which the ADSs and our Class Z ordinary shares are respectively traded.
There is no direct trading or settlement between the Nasdaq and the Hong Kong Stock Exchange on which the ADSs and our Class Z ordinary shares are respectively traded.
See “—Risks Related to Doing Business in China—If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders or ADS holders.” If PRC income tax were imposed on gains realized through the transfer of the ADSs or on dividends paid to our non-PRC resident investors, the value of the investment in our Class Z ordinary shares and/or the ADSs may be materially and adversely affected.
See “—Risks Related to Doing Business in China—If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC noteholders, shareholders or ADS holders.” If PRC income tax were imposed on gains realized through the transfer of the Class Z ordinary shares or ADSs or on dividends paid to our non-PRC resident investors, the value of the investment in our Class Z ordinary shares and/or the ADSs may be materially and adversely affected.
See “—Risks Related to Doing Business in China—The PCAOB had historically been unable to inspect our auditor in relation to their audit work and the inability of the PCAOB to conduct inspections of the auditor in the past had deprived our investors with the benefits of such inspections.” • Our ADSs may be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, or the HFCAA, in the future if the PCAOB is unable to inspect and investigate completely auditors located in China.
See “—Risks Related to Doing Business in China—The PCAOB had historically been unable to inspect our auditor in relation to their audit work and the inability of the PCAOB to conduct inspections of the auditor in the past had deprived our investors of the benefits of such inspections.” • Our ADSs may be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, or the HFCAA, in the future if the PCAOB is unable to inspect and investigate completely auditors located in China.
Although we have required our users to post only legally compliant and inoffensive materials and have set up screening procedures, our screening procedures may fail to screen out all potentially offensive or non-compliant user-generated content and, even if properly screened, a third-party may still find user-generated content posted on our platform offensive and take action against us in connection with the posting of such content.
Although we have required our users to post only legally compliant and inoffensive materials and have set up screening procedures, our screening procedures may fail to screen out all potentially offensive or non-compliant user-generated content or AI-generated content and, even if properly screened, a third-party may still find user-generated content or AI-generated content posted on our platform offensive and take action against us in connection with the posting of such content.
Other Subsidiaries Primary Beneficiaries of VIEs VIEs and VIEs’ Subsidiaries Eliminating adjustments Consolidated Totals (RMB, in thousands) Third-party revenues — 381,268 9,056,379 17,393,878 — 26,831,525 Inter-company consulting and services revenues (1) — 1,282,159 — — (1,282,159 ) — Other inter-company revenues (2) — 4,976,987 231,852 916,759 (6,125,598 ) — Total revenues — 6,640,414 9,288,231 18,310,637 (7,407,757 ) 26,831,525 Third-party costs and expenses (24,139 ) (7,241,756 ) (4,370,475 ) (16,539,124 ) — (28,175,494 ) Inter-company consulting and services costs and expenses (1) — — — (1,282,159 ) 1,282,159 — Other inter-company costs and expenses (2) — (823,046 ) (5,148,159 ) (154,393 ) 6,125,598 — Total costs and expenses (24,139 ) (8,064,802 ) (9,518,634 ) (17,975,676 ) 7,407,757 (28,175,494 ) Net (loss)/profit from subsidiaries and net loss of VIEs and VIEs’ subsidiaries (3) (1,009,762 ) 458,253 640,661 — (89,152 ) — (Loss)/Gain from non-operations (312,899 ) (38,965 ) 52,220 243,418 — (56,226 ) (Loss)/Profit before income tax expenses (1,346,800 ) (1,005,100 ) 462,478 578,379 (89,152 ) (1,400,195 ) Income tax (expense)/benefit — (4,378 ) (4,225 ) 45,147 — 36,544 Net (loss)/profit (1,346,800 ) (1,009,478 ) 458,253 623,526 (89,152 ) (1,363,651 ) Net (profit)/loss attributable to noncontrolling interests — (284 ) — 17,135 — 16,851 Net (loss)/profit attributable to Bilibili Inc.’s shareholders (1,346,800 ) (1,009,762 ) 458,253 640,661 (89,152 ) (1,346,800 ) 9 Table of Contents For the Year Ended December 31, 2023 Bilibili Inc.
Other Subsidiaries Primary Beneficiaries of VIEs VIEs and VIEs’ Subsidiaries Eliminating adjustments Consolidated Totals (RMB, in thousands) Third-party revenues — 381,268 9,056,379 17,393,878 — 26,831,525 Inter-company consulting and services revenues (1) — 1,282,159 — — (1,282,159 ) — Other inter-company revenues (2) — 4,976,987 231,852 916,759 (6,125,598 ) — Total revenues — 6,640,414 9,288,231 18,310,637 (7,407,757 ) 26,831,525 Third-party costs and expenses (24,139 ) (7,241,756 ) (4,370,475 ) (16,539,124 ) — (28,175,494 ) Inter-company consulting and services costs and expenses (1) — — — (1,282,159 ) 1,282,159 — Other inter-company costs and expenses (2) — (823,046 ) (5,148,159 ) (154,393 ) 6,125,598 — Total costs and expenses (24,139 ) (8,064,802 ) (9,518,634 ) (17,975,676 ) 7,407,757 (28,175,494 ) Net (loss)/profit from subsidiaries and net loss of VIEs and VIEs’ subsidiaries (3) (1,009,762 ) 458,253 640,661 — (89,152 ) — (Loss)/Profit from non-operations (312,899 ) (38,965 ) 52,220 243,418 — (56,226 ) (Loss)/Profit before income tax expenses (1,346,800 ) (1,005,100 ) 462,478 578,379 (89,152 ) (1,400,195 ) Income tax (expense)/benefit — (4,378 ) (4,225 ) 45,147 — 36,544 Net (loss)/profit (1,346,800 ) (1,009,478 ) 458,253 623,526 (89,152 ) (1,363,651 ) Net (profit)/loss attributable to noncontrolling interests — (284 ) — 17,135 — 16,851 Net (loss)/profit attributable to Bilibili Inc.’s shareholders (1,346,800 ) (1,009,762 ) 458,253 640,661 (89,152 ) (1,346,800 ) For the Year Ended December 31, 2023 Bilibili Inc.
We expect each of these trends to continue, and we must continue to adapt our strategy to successfully compete in this market. There are numerous other technologies and business models in varying stages of development, such as portable tablet computers, cloud games and VR games involving new mobile technologies, which could render certain current technologies or applications obsolete.
We expect each of these trends to continue, and we must continue to adapt our strategy to successfully compete in this market. There are numerous other technologies and business models in varying stages of development, such as portable tablet computers, cloud games and VR games involving new mobile and AI technologies, which could render certain current technologies or applications obsolete.
In addition, the costs attributed to hosts’ compensation have increased significantly in mainland China during the past few years for companies that provide such services. If we are unable to generate sufficient revenues to outpace the increase in such compensation, we may lose opportunities to retain the popular hosts on our platform and thus incur more losses.
In addition, the costs attributed to hosts’ compensation have increased significantly in mainland China during the past few years for companies that provide such services. If we are unable to generate sufficient revenues to outpace the increase in such compensation, we may lose opportunities to retain the popular hosts on our platform and thus incur losses.
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.
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 losses and our business, financial condition and results of operations may be adversely affected.
Any change in our game revenue model may cause us to lose players and materially and adversely affect our business, financial condition and results of operations. We are not able to predict if or when we will commercially launch new games and the pace at which our new games will penetrate the online game market in China, if at all.
Any change in our game revenue model may cause us to lose players and materially and adversely affect our business, financial condition and results of operations. We are not able to predict if or when we will commercially launch new games and the pace at which our new games will penetrate the online game market, if at all.
Certain events having significant negative impact specifically on the U.S. capital markets may result in a decline in the trading price of our Class Z ordinary shares notwithstanding that such event may not impact the trading prices of securities listed in Hong Kong generally or to the same extent, or vice versa.
Certain events having significant negative impact specifically on the U.S. capital markets may result in a decline in the trading prices of our Class Z ordinary shares notwithstanding that such event may not impact the trading prices of securities listed in Hong Kong generally or to the same extent, or vice versa.
The improper use or disclosure of data could have a material and adverse effect on our business and prospects. • Any compromise of the cybersecurity of our platform could materially and adversely affect our business, operations and reputation. • Any increases in the content costs on our platform may have an adverse effect on our business, financial condition and results of operations. • If the content contained within videos, live broadcasting, games, audios and other content formats on our platform is deemed to violate any PRC laws or regulations, our business, financial condition and results of operations may be materially and adversely affected. • If the content contained within videos, live broadcasting, games, audios and other content formats on our platform is considered inappropriate or offensive, our business, financial condition and results of operations may be materially and adversely affected. 18 Table of Contents Risks Related to Our Corporate Structure • Bilibili Inc. is a Cayman Islands holding company conducting our operations primarily through its PRC subsidiaries, the VIEs and their subsidiaries in mainland China; we have no equity ownership in the VIEs and their subsidiaries.
The improper use or disclosure of data could have a material and adverse effect on our business and prospects. • Any compromise of the cybersecurity of our platform could materially and adversely affect our business, operations and reputation. • Any increases in the content costs on our platform may have an adverse effect on our business, financial condition and results of operations. • If the content contained within videos, live broadcasting, games, audios and other content formats on our platform is deemed to violate any PRC laws or regulations, our business, financial condition and results of operations may be materially and adversely affected. • If the content contained within videos, live broadcasting, games, audios and other content formats on our platform is considered inappropriate or offensive, our business, financial condition and results of operations may be materially and adversely affected. 17 Table of Contents Risks Related to Our Corporate Structure • Bilibili Inc. is a Cayman Islands holding company conducting our operations primarily through its PRC subsidiaries, the VIEs and their subsidiaries in mainland China; we have no equity ownership in the VIEs and their subsidiaries.
As used in this annual report, “Bilibili” refers to Bilibili Inc., our Cayman Islands holding company; “we,” “us,” “our company” and “our” refers to Bilibili and its subsidiaries, and, in the context of describing our operations and consolidated financial information, the VIEs and their subsidiaries in mainland China (which are collectively referred to as the Consolidated Affiliated Entities), including, but not limited to, Hode Information Technology, which was established in May 2013 to expand our operations; Shanghai Kuanyu, whose control we obtained in July 2014 to further expand our operations; and Chaodian Culture, whose control we obtained in July 2019 to enrich our offerings, and their subsidiaries. 4 Table of Contents 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.
As used in this annual report, “Bilibili” refers to Bilibili Inc., our Cayman Islands holding company; “we,” “us,” “our company” and “our” refers to Bilibili and its subsidiaries, and, in the context of describing our operations and consolidated financial information, the VIEs and their subsidiaries in mainland China (which are collectively referred to as the Consolidated Affiliated Entities), including, but not limited to, Hode Information Technology, which was established in May 2013 to expand our operations; Shanghai Kuanyu, whose control we obtained in July 2014 to further expand our operations; and Chaodian Culture, whose control we obtained in July 2019 to enrich our offerings, and their subsidiaries. 5 Table of Contents The following chart illustrates our company’s organizational structure, including our principal subsidiaries and principal Consolidated Affiliated Entities as of the date of this annual report: Notes: (1) Mr.
Risk Factors—Risks Related to Doing Business in China—The PCAOB had historically been unable to inspect our auditor in relation to their audit work and the inability of the PCAOB to conduct inspections of the auditor in the past had deprived our investors with the benefits of such inspections” and “Item 3. Key Information—D.
Risk Factors—Risks Related to Doing Business in China—The PCAOB had historically been unable to inspect our auditor in relation to their audit work and the inability of the PCAOB to conduct inspections of the auditor in the past had deprived our investors of the benefits of such inspections” 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. 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.
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. 63 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.
These regulations provide that internet data processors refer to individuals or organizations that independently decide processing purposes and methods in internet data processing activities. Under these regulations, internet data processors shall apply for a cybersecurity review for certain activities, including any data processing activity that affects or may affect national security.
These regulations provide that internet data processors refer to individuals or organizations that independently decide processing purposes and methods in internet data processing activities. Under these regulations, internet data processors shall apply for a national security review for certain activities, including any data processing activity that affects or may affect national security.
Because of the different characteristics of the U.S. and Hong Kong capital markets, the historical market prices of the ADSs may not be indicative of the trading performance of our Class Z ordinary shares. Exchange between our Class Z ordinary shares and the ADSs may adversely affect the liquidity and/or trading price of each other.
Because of the different characteristics of the U.S. and Hong Kong capital markets, the historical market prices of the ADSs may not be indicative of the trading performance of our Class Z ordinary shares. Exchange between our Class Z ordinary shares and the ADSs may adversely affect the liquidity and/or trading prices of each other.
Most of these ways are subject to PRC regulations and approvals. For example, loans we make to our wholly owned PRC subsidiaries to finance their activities cannot exceed statutory limits and must be registered with the local counterpart of SAFE.
Most of these activities are subject to PRC regulations and approvals. For example, loans we make to our wholly owned PRC subsidiaries to finance their activities cannot exceed statutory limits and must be registered with the local counterpart of SAFE.
It is advisable that you consult legal counsel regarding the jury waiver provision before investing in the ADSs. 64 Table of Contents If any holders or beneficial owners of ADSs bring a claim against us or the depositary in connection with matters arising under the relevant deposit agreements or the ADSs, including claims under U.S. federal securities laws, you or such other holder or beneficial owner may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us and/or the depositary.
It is advisable that you consult legal counsel regarding the jury waiver provision before investing in the ADSs. 74 Table of Contents If any holders or beneficial owners of ADSs bring a claim against us or the depositary in connection with matters arising under the relevant deposit agreements or the ADSs, including claims under U.S. federal securities laws, you or such other holder or beneficial owner may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us and/or the depositary.
To the extent those chops are not kept safe, are stolen or are used by unauthorized persons or for unauthorized purposes, the corporate governance of these entities could be severely and adversely compromised and those corporate entities may be bound to abide by the terms of any documents so chopped, even if they were chopped by an individual who lacked the requisite power and authority to do so. 45 Table of Contents The shareholders of the VIEs may have potential conflicts of interest with us, which may materially and adversely affect our business.
To the extent those chops are not kept safe, are stolen or are used by unauthorized persons or for unauthorized purposes, the corporate governance of these entities could be severely and adversely compromised and those corporate entities may be bound to abide by the terms of any documents so chopped, even if they were chopped by an individual who lacked the requisite power and authority to do so. 51 Table of Contents The shareholders of the VIEs may have potential conflicts of interest with us, which may materially and adversely affect our business.
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.
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.
Further, the State Tax Administration promulgated the Announcement of the Certain Issues with Respect to the “Beneficial Owner” in Tax Treaties in 2018, which sets forth certain detailed factors in determining “beneficial owner” status, and specifically, if an applicant’s business activities do not constitute substantive business activities, the applicant will not qualify as a “beneficial owner.” Entitlement to a lower tax rate on dividends according to tax treaties or arrangements between the PRC central government and governments of other countries or regions is subject to the Administrative Measures for Non-Resident Taxpayers to Enjoy Treatments under Tax Treaties promulgated by the State Tax Administration on October 14, 2019 and became effective from January 1, 2020, which provides that non-resident enterprises are not required to obtain pre-approval from the relevant tax authority in order to enjoy the reduced withholding tax.
Further, the State Tax Administration promulgated the Announcement of the Certain Issues with Respect to the “Beneficial Owner” in Tax Treaties in 2018, which sets forth certain detailed factors in determining “beneficial owner” status, and specifically, if an applicant’s business activities do not constitute substantive business activities, the applicant will not qualify as a “beneficial owner.” 61 Table of Contents Entitlement to a lower tax rate on dividends according to tax treaties or arrangements between the PRC central government and governments of other countries or regions is subject to the Administrative Measures for Non-Resident Taxpayers to Enjoy Treatments under Tax Treaties promulgated by the State Tax Administration on October 14, 2019 and became effective from January 1, 2020, which provides that non-resident enterprises are not required to obtain pre-approval from the relevant tax authority in order to enjoy the reduced withholding tax.
In respect of matters requiring the votes of shareholders, holders of Class Z ordinary shares will be entitled to one vote per share, while holders of Class Y ordinary shares will be entitled to ten votes per share based on our proposed dual-class share structure. The ADSs represent Class Z ordinary shares.
In respect of matters requiring the votes of shareholders, holders of Class Z ordinary shares will be entitled to one vote per share, while holders of Class Y ordinary shares will be entitled to ten votes per share based on our dual-class share structure. The ADSs represent Class Z ordinary shares.
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.
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.” 6 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.
The Foreign Investment Law and its implementation regulations embody an expected PRC regulatory trend to rationalize its foreign investment regulatory regime in line with prevailing international practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic investments. 46 Table of Contents The Foreign Investment Law removes all references to the terms of “de facto control” or “contractual control” as defined in the draft published in 2015 by the Ministry of Commerce.
The Foreign Investment Law and its implementation regulations embody an expected PRC regulatory trend to rationalize its foreign investment regulatory regime in line with prevailing international practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic investments. 52 Table of Contents The Foreign Investment Law removes all references to the terms of “de facto control” or “contractual control” as defined in the draft published in 2015 by the Ministry of Commerce.
These regulatory authorities may impose fines and penalties on our operations in mainland China, limit our ability to pay dividends outside of mainland China, limit our operating privileges in mainland China, delay or restrict the repatriation of the proceeds from our offshore offerings into mainland China or take other actions that could materially and adversely affect our business, financial condition, results of operations, and prospects, as well as the trading price of our listed securities.
These regulatory authorities may impose fines and penalties on our operations in mainland China, limit our ability to pay dividends outside of mainland China, limit our operating privileges in mainland China, delay or restrict the repatriation of the proceeds from our offshore offerings into mainland China or take other actions that could materially and adversely affect our business, financial condition, results of operations, and prospects, as well as the trading prices of our listed securities.
The PCAOB had historically been unable to inspect our auditor in relation to their audit work and the inability of the PCAOB to conduct inspections of the auditor in the past had deprived our investors with the benefits of such inspections.
The PCAOB had historically been unable to inspect our auditor in relation to their audit work and the inability of the PCAOB to conduct inspections of the auditor in the past had deprived our investors of the benefits of such inspections.
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—Regulations—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.
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.
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 2025 taxable year and we do not presently expect to be a PFIC for the current taxable year.
We cannot guarantee that we will successfully implement our commercialization strategies or develop new ones, or generate sustainable revenues and profit. • We incurred significant losses in the past and we may not be able to subsequently maintain profitability. • If we fail to anticipate user preferences and provide products and services to attract and retain users, or if we fail to keep up with rapid changes in technologies and their impact on user behavior, we may not be able to attract sufficient user traffic to remain competitive, and our business and prospects may be materially and adversely affected. • Our business depends on our ability to provide users with interesting and useful content, which in turn depends on the content contributed by the content creators on our platform. • Our business generates and processes a large amount of data, and we are required to comply with PRC and other applicable laws relating to privacy and cybersecurity.
We cannot guarantee that we will successfully implement our commercialization strategies or develop new ones, or generate sustainable revenues and profit. • We incurred net losses in the past and we may not be able to maintain profitability in the future. • If we fail to anticipate user preferences and provide products and services to attract and retain users, or if we fail to keep up with rapid changes in technologies and their impact on user behavior, we may not be able to attract sufficient user traffic to remain competitive, and our business and prospects may be materially and adversely affected. • Our business depends on our ability to provide users with interesting and useful content, which in turn depends on the content contributed by the content creators on our platform. • Our business generates and processes a large amount of data, and we are required to comply with PRC and other applicable laws relating to privacy and cybersecurity.
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.
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.
Any of these actions may disrupt our operations and materially and adversely affect our business, financial condition, and results of operations. • In March 2024, the Cyberspace Administration of China issued the Provisions on Promoting and Regulating Cross-border Data Flows, which required security assessment for the following types of cross-border data transfers, (i) for critical information infrastructure operators, the outbound transfer of personal information or important data, and (ii) for data processors that are not critical information infrastructure operators, the outbound transfer of important data or the cumulative outbound transfer within one calendar year of the personal information of over one million people or the sensitive personal information of over 10,000 people.
Any of these actions may disrupt our operations and materially and adversely affect our business, financial condition, and results of operations. 21 Table of Contents • In March 2024, the Cyberspace Administration of China issued the Provisions on Promoting and Regulating Cross-border Data Flows, which required security assessment for the following types of cross-border data transfers, (i) for critical information infrastructure operators, the outbound transfer of personal information or important data, and (ii) for data processors that are not critical information infrastructure operators, the outbound transfer of important data or the cumulative outbound transfer within one calendar year of the personal information of over one million people or the sensitive personal information of over 10,000 people.
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.
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, 2023, 2024 and 2025, 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.” • 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.” 18 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.
For a detailed description, see “Item 4. Information on the Company—B. Business Overview—Regulations—Regulations Related to Online Live Broadcasting Services.” 31 Table of Contents We have implemented and we will continue to implement measures to comply with real-name registration requirements under PRC laws and regulations.
For a detailed description, see “Item 4. Information on the Company—B. Business Overview—Regulations—Regulations Related to Online Live Broadcasting Services.” 33 Table of Contents We have implemented and we will continue to implement measures to comply with real-name registration requirements under PRC laws and regulations.
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.
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; 68 Table of Contents • sales of additional ADSs or other equity-related securities in the public markets, or issuance of Class Z ordinary shares upon conversion of convertible senior notes we issued, or the perception of these events; and • actual or potential litigation or regulatory investigations.
Government standards and interpretations as to what constitutes illicit online content or behavior are subject to interpretation and may change. 51 Table of Contents We have paid fines in connection with content posted on our platform, and government standards and interpretations may change in a manner that could render our current monitoring efforts insufficient.
Government standards and interpretations as to what constitutes illicit online content or behavior are subject to interpretation and may change. 58 Table of Contents We have paid fines in connection with content posted on our platform, and government standards and interpretations may change in a manner that could render our current monitoring efforts insufficient.
Any gain realized on the transfer of ADSs or ordinary shares by such non-PRC resident enterprise investors is also subject to 10% PRC income tax if such gain is regarded as income derived from sources within mainland China, unless a tax treaty or similar arrangement provides otherwise.
Any gain realized on the transfer of Class Z ordinary shares or ADSs by such non-PRC resident enterprise investors is also subject to 10% PRC income tax if such gain is regarded as income derived from sources within mainland China, unless a tax treaty or similar arrangement provides otherwise.
Certain of our outstanding indebtedness include financial and other covenants. We are in compliance with the applicable financial covenants with respect to certain financial metrics as of December 31, 2024. If we fail to comply with these covenants in the future and are unable to remedy or obtain a waiver or amendment, an event of default would occur.
Certain of our outstanding indebtedness include financial and other covenants. We are in compliance with the applicable financial covenants with respect to certain financial metrics as of December 31, 2025. If we fail to comply with these covenants in the future and are unable to remedy or obtain a waiver or amendment, an event of default would occur.
The market prices for licensing fees and royalties for licensed content depend on various factors beyond our control, including, the aggressive competitions among online video broadcasting programs for popular content titles and events, and the demand of higher licensing fees from copyright owners, distributors and other industry participants as the market grows.
The market prices for licensing fees and royalties for licensed content depend on various factors beyond our control, including, the aggressive competition among online video broadcasting programs for popular content titles and events, and the demand of higher licensing fees from copyright owners, distributors and other industry participants as the market grows.
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) 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 14 Table of Contents Selected Condensed Consolidating Cash Flows Data For the Year Ended December 31, 2025 Bilibili Inc.
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.
On a consolidated basis, a significant portion of our present assets as of December 31, 2025 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.
Fluctuations in the market price of the ADSs or Class Z ordinary shares may cause us to become a PFIC for the current or subsequent taxable years because the value of our assets for the purpose of the asset test may be determined by reference to the market price of the ADSs or Class Z ordinary shares (which may be volatile).
Fluctuations in the market price of the ADSs or Class Z ordinary shares may cause us to become a PFIC for the current or subsequent taxable years because the value of our assets for the purpose of the asset test described above may be determined by reference to the market price of the ADSs or Class Z ordinary shares (which may be volatile).
If we fail to maintain an effective system of internal control over financial reporting, we may lose investor confidence in the reliability of our financial statements which in turn could negatively impact the trading price of our shares and/or ADSs or otherwise harm our reputation.
If we fail to maintain an effective system of internal control over financial reporting, we may lose investor confidence in the reliability of our financial statements which in turn could negatively impact the trading prices of our shares and/or ADSs or otherwise harm our reputation.
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.
We may be required to obtain additional licenses or approvals if the PRC government adopts more stringent policies or regulations for our business. 27 Table of Contents We are subject to various regulatory requirements in relation to our operation of online games.
We cannot predict what effect, if any, market sales of securities held by our significant shareholders or any other shareholder or the availability of these securities for future sale will have on the trading price of our Class Z ordinary shares and/or ADSs.
We cannot predict what effect, if any, market sales of securities held by our significant shareholders or any other shareholder or the availability of these securities for future sale will have on the trading prices of our Class Z ordinary shares and/or ADSs.
In the event that a substantial number of Class Z ordinary shares are deposited with the depositary in exchange for ADSs or vice versa, the liquidity and trading price of our Class Z ordinary shares on the Hong Kong Stock Exchange and the ADSs on Nasdaq may be adversely affected.
In the event that a substantial number of Class Z ordinary shares are deposited with the depositary in exchange for ADSs or vice versa, the liquidity and trading prices of our Class Z ordinary shares on the Hong Kong Stock Exchange and the ADSs on the Nasdaq may be adversely affected.
Sales of substantial amounts of our Class Z ordinary shares and/or the ADSs in the public market, or the perception that these sales could occur, could adversely affect the trading price of our Class Z ordinary shares and/or ADSs and could materially impair our ability to raise capital through equity offerings in the future.
Sales of substantial amounts of our Class Z ordinary shares and/or the ADSs in the public market, or the perception that these sales could occur, could adversely affect the trading prices of our Class Z ordinary shares and/or ADSs and could materially impair our ability to raise capital through equity offerings in the future.
Controls and Procedures.” Our independent registered public accounting firm has issued an attestation report, which has concluded that our internal control over financial reporting was effective in all material aspects as of December 31, 2024.
Controls and Procedures.” Our independent registered public accounting firm has issued an attestation report, which has concluded that our internal control over financial reporting was effective in all material aspects as of December 31, 2025.
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.
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: 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.
We are currently involved in approximately 300 lawsuits based on allegations of infringement of third-party copyright due to the content or functions posted on our platform, which are immaterial to our company on an individual basis or a collective basis.
We are currently involved in approximately 400 lawsuits based on allegations of infringement of third-party copyright due to the content or functions posted on our platform, which are immaterial to our company on an individual basis or a collective basis.
Because we are a foreign private issuer under the Securities Exchange Act of 1934, or the Exchange Act, we are exempt from certain provisions of U.S. securities rules and regulations that are applicable to U.S. domestic issuers, including: • the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; • the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; • the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and • the selective disclosure rules by issuers of material nonpublic information under Regulation FD.
Because we are a foreign private issuer under the Securities Exchange Act of 1934, or the Exchange Act, we are exempt from certain provisions of U.S. securities rules and regulations that are applicable to U.S. domestic issuers, including: • the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; 75 Table of Contents • the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; • the sections of the Exchange Act requiring significant shareholder to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and • the selective disclosure rules by issuers of material nonpublic information under Regulation FD.
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.
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.
There remain significant uncertainties regarding the ultimate outcome of arbitration should legal action become necessary. These uncertainties could limit our ability to enforce these contractual arrangements. In addition, arbitration awards are final and can only be enforced in PRC courts through arbitration award recognition proceedings, which could cause additional expenses and delays.
There remain significant uncertainties regarding the ultimate outcome of arbitration should legal action become necessary. 50 Table of Contents These uncertainties could limit our ability to enforce these contractual arrangements. In addition, arbitration awards are final and can only be enforced in PRC courts through arbitration award recognition proceedings, which could cause additional expenses and delays.
Any such penalties or changes in policies, regulations or enforcement by government authorities, may disrupt our operations and materially and adversely affect our business, financial condition and results of operations. The PRC government has taken steps to limit online game playing time for all minors and to otherwise control the content and operation of online games.
Any such penalties or changes in policies, regulations or enforcement by government authorities, may disrupt our operations and materially and adversely affect our business, financial condition and results of operations. 29 Table of Contents The PRC government has taken steps to limit online game playing time for all minors and to otherwise control the content and operation of online games.
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 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. 41 Table of Contents We utilize payment collection channels to collect proceeds from our paying users’ purchases.
If we are required to take any rectifying or remedial measures or are subject to any penalties, our reputation and business operations may be materially and adversely affected. 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.
If we are required to take any rectifying or remedial measures or are subject to any penalties, our reputation and business operations may be materially and adversely affected. 57 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.
The fees paid are recognized as a tax deduction by the VIEs and as income by our PRC subsidiaries and are tax neutral. (3) Certain of our subsidiaries and the VIEs qualifies for a 15% preferential income tax rate in mainland China.
The fees paid are recognized as a tax deduction by the VIEs and as income by our PRC subsidiaries and are tax neutral. (3) Certain of our subsidiaries and the VIEs qualify for a 15% preferential income tax rate in mainland China.
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.
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. 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.
As a result, many of these companies are now conducting internal and external investigations into the allegations and, in the interim, are subject to shareholder lawsuits and/or SEC enforcement actions. It is not clear what effect such negative publicity could have on us.
As a result, many of these companies are now conducting internal and external investigations into the allegations and, in the interim, are subject to shareholder lawsuits and/or SEC enforcement actions. 70 Table of Contents It is not clear what effect such negative publicity could have on us.
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.
Any such tax may reduce the returns on your investment in our securities. 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.
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.
We are subject to value-added tax for goods sold mainly at a rate of 13% depending on their categories in different periods in 2023, 2024 and 2025.
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. 63 Table of Contents We are an exempted company limited by shares registered under the laws of the Cayman Islands.
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. We are an exempted company limited by shares registered under the laws of the Cayman Islands.
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.
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. 19 Table of Contents We maintain a large content library primarily consisting of professional user generated video, or PUGV, and occupationally generated video, or OGV.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeIf the content of audio-visual programs transmitted by the internet audio-visual program service provider on the internet violated the Audio-Visual Regulations, the internet audio-visual program service provider shall be subject to punishment by the competent authority which may include warning, an order to rectify and a fine up to RMB30,000, if such circumstances are severe judged by the competent authority, it shall be subject to punishment which may include order to cease, a fine of RMB10,000 to RMB50,000 and revocation of license, if such violations constitute crime, criminal investigations or penalties may be imposed. 80 Table of Contents Under the Administrative Regulations on the Introduction and Broadcasting of Foreign Television Programs promulgated in 2004, the introduction or broadcasting of foreign television programs on the television in the PRC is subject to approval of the State Administration of Press, Publication, Radio, Film and Television or its authorized entities.
Biggest changeThese policies have later been reflected in the Notice on Relevant Issues Concerning Application and Approval of License for Online Transmission of Audio-visual Programs, issued by State Administration of Radio, Film and Television of the PRC on April 8, 2008, and amended on August 28, 2015. 92 Table of Contents If the content of audio-visual programs transmitted by the internet audio-visual program service provider on the internet violated the Audio-Visual Regulations, the internet audio-visual program service provider shall be subject to punishment by the competent authority which may include warning, an order to rectify and a fine up to RMB30,000, if such circumstances are severe judged by the competent authority, it shall be subject to punishment which may include order to cease, a fine of RMB10,000 to RMB50,000 and revocation of license, if such violations constitute crime, criminal investigations or penalties may be imposed.
We have also established business cooperation with overseas distributors, including Netflix and Sony, to distribute our original Chinese content to the global markets. In addition, we have partnered with content providers for licensed videos, including leading PRC and overseas television networks and studios. See “—Our Strategic Partners” for more information.
We have also established business cooperation with overseas distributors, including Sony and Netflix, to distribute our original Chinese content to the global markets. In addition, we have partnered with content providers for licensed videos, including leading PRC and overseas television networks and studios. See “—Our Strategic Partners” for more information.
Furthermore, as part of our commitment to promoting positivity and knowledge-sharing content, we utilized our content ecosystem to contribute positively to society. As the majority of our operations are conducted online, our carbon footprint is limited, but we actively take responsibility to support sustainable operations, and we continue to explore ways to improve energy efficiency.
Furthermore, as part of our commitment to promoting positivity and knowledge-sharing content, we utilized our content ecosystem to contribute positively to society. As the majority of our operations are conducted online, our carbon footprint is limited, but we actively take responsibility to support sustainable operations and continue to explore ways to improve energy efficiency.
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.
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. 100 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, (i) 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.
Provisions of the Supreme People’s Court on Certain Issues Related to the Application of Law in the Trial of Civil Cases Involving Disputes over Infringement of the Right of Dissemination through Information Networks, promulgated by the Supreme People’s Court in December 2012 and further revised on December 29, 2020 and took effect on January 1, 2021, stipulate that internet users or internet service providers who provide works, performances or audio-video products, for which others have the right of dissemination through information networks or make these available on any information network without authorization shall be deemed to have infringed upon the right of dissemination through information networks. 94 Table of Contents Domain Names The Administrative Measures on Internet Domain Names, which was promulgated by the Ministry of Industry and Information Technology on August 24, 2017, and became effective on November 1, 2017, regulates the “.CN” and the “zhongguo (in Chinese character)” shall be China’s national top-level domains.
Provisions of the Supreme People’s Court on Certain Issues Related to the Application of Law in the Trial of Civil Cases Involving Disputes over Infringement of the Right of Dissemination through Information Networks, promulgated by the Supreme People’s Court in December 2012 and further revised on December 29, 2020 and took effect on January 1, 2021, stipulate that internet users or internet service providers who provide works, performances or audio-video products, for which others have the right of dissemination through information networks or make these available on any information network without authorization shall be deemed to have infringed upon the right of dissemination through information networks. 111 Table of Contents Domain Names The Administrative Measures on Internet Domain Names, which was promulgated by the Ministry of Industry and Information Technology on August 24, 2017, and became effective on November 1, 2017, regulates the “.CN” and the “zhongguo (in Chinese character)” shall be China’s national top-level domains.
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.
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; 123 Table of Contents • 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.
Fan Charging Programs and Premium Courses Building on our robust PUGV content ecosystem, our fan charging program allows paid users to access exclusive, premium videos from their subscribed content creators. To further diversify our video offerings, we launched pay-to-view premium courses, delivering curated, high-value educational content designed to enhance user learning experiences.
Fan Charging Program and Premium Courses Building on our robust PUGV content ecosystem, our fan charging program allows paid users to access exclusive, premium videos from their subscribed content creators. To further diversify our video offerings, we launched pay-to-view premium courses, delivering curated, high-value educational content designed to enhance user learning experiences.
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.
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. 90 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 also provide a website at www.bilibili.com and offer quality content across on smart TV devices. We utilize our big data analytical capabilities in our feed system to categorize and recommend content based on user data captured on our platform and analytics produced by our deep learning algorithms.
We also provide a website at www.bilibili.com and offer quality content across on smart TV and other smart devices. We utilize our big data analytical capabilities in our feed system to categorize and recommend content based on user data captured on our platform and analytics produced by our deep learning algorithms.
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.
Advertisers can leverage our brand advertisements 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 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.
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; 98 Table of Contents (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.
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.
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); 122 Table of Contents • any merger, acquisition, restructuring or liquidation; and • cause any conflict of interest between Shanghai Kuanyu and Hode Shanghai as well as its shareholders.
The Administrative Measures for Telecommunications Businesses Operating Licenses, which were promulgated by the Ministry of Industry and Information Technology on July 3, 2017, and became effective on September 1, 2017, further set forth the types of licenses required to operate value-added telecommunications services and the qualifications and procedures for obtaining these licenses. 79 Table of Contents Regulations Related to Internet Cultural Activities On February 17, 2011, the Ministry of Culture of the PRC promulgated the Provisional Measures on Administration of Internet Culture, effective on April 1, 2011, and amended on December 15, 2017, to regulate entities that engage in activities related to internet cultural products.
The Administrative Measures for Telecommunications Businesses Operating Licenses, which were promulgated by the Ministry of Industry and Information Technology on July 3, 2017, and became effective on September 1, 2017, further set forth the types of licenses required to operate value-added telecommunications services and the qualifications and procedures for obtaining these licenses. 91 Table of Contents Regulations Related to Internet Cultural Activities On February 17, 2011, the Ministry of Culture of the PRC promulgated the Provisional Measures on Administration of Internet Culture, effective on April 1, 2011, and amended on December 15, 2017, to regulate entities that engage in activities related to internet cultural products.
Bilibili Comic and Maoer Leveraging our mass user base of ACG (anime, comics and games) enthusiasts, we expanded our offering to comics and ACG-related audio content. We launched Bilibili Comic, a mobile app offering anime and comic content in 2019 to enrich our content offerings.
Bilibili Comic and Maoer Leveraging our mass user base of ACG enthusiasts, we expanded our offering to comics and ACG-related audio content. We launched Bilibili Comic, a mobile app offering anime and comic content in 2019 to enrich our content offerings.
Rui Chen’ direct or indirect equity interests in Shanghai Kuanyu and thus the enforcement, revision or termination of the Contractual Arrangements shall not subject to her authorization or consent, (ii) she will sign all necessary documents and take all necessary acts to ensure the proper performance of the Contractual Arrangements, and (iii) in the event that she obtains any direct or indirect equity interests in Shanghai Kuanyu, she will be subject to and be abided by any obligations as the shareholders of Shanghai Kuanyu regarding the Contractual Arrangements, and at the request of Hode Shanghai, she will sign any documents in the form and substance consistent with agreements under the Contractual Arrangements.
Rui Chen’s direct or indirect equity interests in Shanghai Kuanyu and thus the enforcement, revision or termination of the Contractual Arrangements shall not subject to her authorization or consent, (ii) she will sign all necessary documents and take all necessary acts to ensure the proper performance of the Contractual Arrangements, and (iii) in the event that she obtains any direct or indirect equity interests in Shanghai Kuanyu, she will be subject to and be abided by any obligations as the shareholders of Shanghai Kuanyu regarding the Contractual Arrangements, and at the request of Hode Shanghai, she will sign any documents in the form and substance consistent with agreements under the Contractual Arrangements.
Profits retained from prior fiscal years may be distributed together with distributable profits from the current fiscal year. 98 Table of Contents Regulations Related to M&A and Overseas Listings The M&A Rules was jointly promulgated by six PRC governmental authorities including the Ministry of Commerce, the State Tax Administration, the SAFE, the SAMR, the State-owned Assets Supervision and Administration Commission of the State Council and the CSRC on August 8, 2006 and amended on June 22, 2009.
Profits retained from prior fiscal years may be distributed together with distributable profits from the current fiscal year. 116 Table of Contents Regulations Related to M&A and Overseas Listings The M&A Rules was jointly promulgated by six PRC governmental authorities including the Ministry of Commerce, the State Tax Administration, the SAFE, the SAMR, the State-owned Assets Supervision and Administration Commission of the State Council and the CSRC on August 8, 2006 and amended on June 22, 2009.
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; (i) 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.
Data processors that process “important data” must conduct an annual risk assessment of their network data processing activities, and submit a risk assessment report to authorities at or above the provincial level. 91 Table of Contents In July 2022, the Cyberspace Administration of China promulgated the Measures for the Security Assessment of Outbound Data, which became effective on September 1, 2022.
Data processors that process “important data” must conduct an annual risk assessment of their network data processing activities, and submit a risk assessment report to authorities at or above the provincial level. 107 Table of Contents In July 2022, the Cyberspace Administration of China promulgated the Measures for the Security Assessment of Outbound Data, which became effective on September 1, 2022.
We have entered into exclusive cooperation agreements with certain hosts with top popularity on our platform, pursuant to which we offer these hosts more attractive rewards in addition to the revenue-sharing arrangements. The top ten content creators and live broadcasting hosts contributed to less than 1% of our total revenues during 2022, 2023 and 2024, respectively.
We have entered into exclusive cooperation agreements with certain hosts with top popularity on our platform, pursuant to which we offer these hosts more attractive rewards in addition to the revenue-sharing arrangements. The top ten content creators and live broadcasting hosts contributed to less than 1% of our total revenues during 2023, 2024 and 2025, respectively.
The Administrative Measures for the Security Protection of International Connections to Computer Information Network, issued by the Ministry of Public Security on December 30, 1997, and amended on January 8, 2011, prohibits the use of the internet in ways that, among other things, result in a leakage of state secrets or the distribution of socially destabilizing content.
The Administrative Measures for the Security Protection of International Connections to Computer Information Network, implemented by the Ministry of Public Security on December 30, 1997, and amended on January 8, 2011, prohibits the use of the internet in ways that, among other things, result in a leakage of state secrets or the distribution of socially destabilizing content.
We identify certain content creators and talent that create popular content and represents our values and beliefs and execute customized contracts with them. We also cooperate with talent agencies which recruit, manage, train, support and promote content creators and hosts. Customized host contracts are negotiated on a case-by-case basis and generally contain revenue sharing arrangements and exclusivity clauses.
We identify certain content creators that create popular content and represent our values and beliefs and execute customized contracts with them. We also cooperate with talent agencies which recruit, manage, train, support and promote content creators and hosts. Customized host contracts are negotiated on a case-by-case basis and generally contain revenue sharing arrangements and exclusivity clauses.
We are a full-spectrum video community that offers a wide array of content serving young generations’ diverse interests. We adopt “All the Videos You Like” as our brand proposition. We have built our community around aspiring users, high-quality content, talented content creators and the strong emotional bond among them.
We are a full-spectrum video community that offers a wide array of content serving young generations’ diverse interests. We adopt “All the Videos You Like” as our brand proposition. We have built our community around aspiring users, high-quality content, talented content creators and the strong emotional bonds among them.
For official members who visited our platform in each month since 2023, their 12th-month retention rate remained at around 80%. Our Content We offer a wide variety of digital content, centered around PUGV and supplemented with a range of value-added services, or VAS, as well as mobile games.
For official members who visited our platform in each month since 2024, their 12th-month retention rate remained at around 80%. Our Content We offer a wide variety of digital content, centered around PUGV and supplemented with a range of value-added services, or VAS, as well as mobile games.
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.
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 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.
VAS We provide various types of VAS offerings, including premium membership program, live broadcasting, audio drama on Maoer, comics on Bilibili Comic, and other PUGV and community related VASs, such as fan charging program, Bilibili premium course and community-based avatar decoration. We extend diversified live broadcasting content covering a broad range of interests.
VAS We provide various types of VAS offerings, including premium membership program, live broadcasting, audio drama on Maoer, comics on Bilibili Comic, and other PUGV and community related VASs, such as fan charging program, Bilibili premium courses and community-based avatar decoration. We extend diversified live broadcasting content covering a broad range of interests.
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.
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.
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.
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.” 82 Table of Contents Community events .
Over 80% of them were annual or auto-renew premium membership package subscribers, which illustrates our users’ trust in our brand and content offerings. We offer anime and comic content through the mobile app, Bilibili Comic, and offered audio drama through Maoer audio to expand our content offerings.
Nearly 80% of them were annual or auto-renew premium membership package subscribers, which illustrates our users’ trust in our brand and content offerings. We offer anime and comic content through the mobile app, Bilibili Comic, and offered audio drama through Maoer audio to expand our content offerings.
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.
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. 121 Table of Contents On September 30, 2020, the respective spouse of Mr. Rui Chen, Mr. Yi Xu and Mr.
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.
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 five years.
We further expanded our portfolio with pay-per-view premium courses and community avatar decorations. These initiatives resonated strongly with our user base, establishing a scalable revenue stream capitalized on the depth and quality of our PUGV content ecosystem.
We further expanded our portfolio with pay-per-view premium courses and community avatar decoration. These initiatives resonated strongly with our user base, establishing a scalable revenue stream capitalized on the depth and quality of our PUGV content ecosystem.
The SAFE Circular 19, promulgated on March 30, 2015, came into effective on June 1, 2015, and last amended on December 30, 2019, allows foreign-invested enterprises to make equity investments by using RMB fund converted from foreign exchange capital.
The SAFE Circular 19, promulgated on March 30, 2015, came into effect on June 1, 2015, and last amended on December 30, 2019, allows foreign-invested enterprises to make equity investments by using RMB fund converted from foreign exchange capital.
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.
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.
(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.
(2) Shanghai Kuanyu has three subsidiaries. (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.
In addition, we have conducted comprehensive reviews and updates of the personal information processing rules for each function of our platform, including the review of data usage in business operations with external business partners.
In addition, we have conducted comprehensive reviews and updates of the personal information processing rules for each function of our platform, including the review of the collection and processing of data in our internal business operations and the review of data usage in business operations with external business partners.
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.
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 2025.
We provide multiple monetization avenues for our content creators to unlock their commercialization potential, including but not limited to native advertising, virtual gifting in live broadcasting, other value-added services, customized commercial contracts and cash incentive programs. In 2024, nearly 3.1 million content creators earned income through our multiple monetization channels.
We provide multiple monetization avenues for our content creators to unlock their commercialization potential, including but not limited to native advertising, virtual gifting in live broadcasting, other value-added services, customized commercial contracts and cash incentive programs. In 2025, nearly 3 million content creators earned income through our multiple monetization channels.
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.
C. Organizational Structure The following chart illustrates our company’s organizational structure, including our principal subsidiaries and principal Consolidated Affiliated Entities as of the date of this annual report: 118 Table of Contents 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.
In addition, we invented a unique interaction feature, “one click triple-function combo.” Through one long pressing on the screen, users can complete liking, coin casting and adding to favorite library in a roll to show their special appreciation, which has become Bilibili signature interactive function and been widely used in our community. Interacting with fans.
In addition, we invented a unique interaction feature, “One-Click Tri-Support.” Through one long pressing on the screen, users can complete liking, coin casting and adding to favorite library in a roll to show their special appreciation, which has become a Bilibili signature interactive function and been widely used in our community. Interacting with fans .
As a result of these contractual arrangements, there exists a parent-subsidiary relationship between us and the relevant affiliated entities, and we consolidate these affiliated entities through the subsidiaries. However, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules.
As a result of these contractual arrangements, there exists a parent-subsidiary relationship between us and the relevant affiliated entities, and we consolidate these affiliated entities through the subsidiaries. 124 Table of Contents However, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules.
In March 2025, the Cyberspace Administration of China, the Ministry of Industry and Information Technology, the Ministry of Public Security and the National Radio and Television Administration jointly issued the Method for Identifying Synthetic Content Generated by Artificial Intelligence, which will become effective on September 1, 2025.
In March 2025, the Cyberspace Administration of China, the Ministry of Industry and Information Technology, the Ministry of Public Security and the National Radio and Television Administration jointly issued the Method for Identifying Synthetic Content Generated by Artificial Intelligence, which became effective on September 1, 2025.
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.
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.
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.
Bilibili live broadcasting allows content creators to set up channels to interact with fans on a real-time basis and express their appreciation to live broadcasting hosts 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 .
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.
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.
On August 17, 2021, the State Council promulgated the Regulations on Security Protection of Critical Information Infrastructure, which became effective on September 1, 2021.
The State Council promulgated the Regulations on Security Protection of Critical Information Infrastructure, which became effective on September 1, 2021.
As a natural extension from our core ACG content offerings, we see great synergy effects between our main platform and each of the Bilibili Comic and Maoer platform. We have upgraded our fan charging program by granting paid subscribers exclusive access to premium PUGV content from our content creators, available through flexible monthly or annual subscription tiers.
As a natural extension from our core ACG content offerings, we see synergy effects between our main platform and each of the Bilibili Comic and Maoer platform. We have upgraded our fan charging program by granting paid subscribers exclusive access to premium PUGV content from our content creators, available through monthly subscription.
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.
As of December 31, 2025, our content screening team consists of over 2600 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 the date of this annual report, the draft has not been formally adopted. 84 Table of Contents On April 26, 2024, the Standing Committee of the National People’s Congress revised and promulgated the Law of the PRC on the Protection of Minors (2024 Revision), pursuant to which, (i) online product and service providers are prohibited from providing minors with products and services that would induce minors to indulge, (ii) online service providers for products and services such as online games, live broadcasting, audio-video, and social networking are required to establish special management systems of user duration, access authority and consumption for minors, (iii) online games service providers must request minors to register and log into online games with their valid identity information, (iv) online games service providers must categorize games according to relevant rules and standards, notify users about the appropriate ages for the players of the games, and take technical measures to keep minors from accessing inappropriate online games functions, and (v) online games service providers may not provide online games services to minors from 10:00 p.m. to 8:00 a.m. the next day.
On April 26, 2024, the Standing Committee of the National People’s Congress revised and promulgated the Law of the PRC on the Protection of Minors (2024 Revision), pursuant to which, (i) online product and service providers are prohibited from providing minors with products and services that would induce minors to indulge, (ii) online service providers for products and services such as online games, live broadcasting, audio-video, and social networking are required to establish special management systems of user duration, access authority and consumption for minors, (iii) online games service providers must request minors to register and log into online games with their valid identity information, (iv) online games service providers must categorize games according to relevant rules and standards, notify users about the appropriate ages for the players of the games, and take technical measures to keep minors from accessing inappropriate online games functions, and (v) online games service providers may not provide online games services to minors from 10:00 p.m. to 8:00 a.m. the next day.
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.
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.
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.
Our growing community and increasing brand awareness make Bilibili an appealing platform for advertisers wishing to gain more exposure to this highly coveted group. 84 Table of Contents We offer various advertising formats including performance-based, brand, and native advertising.
Business Overview—Regulations—Regulations Related to Internet Cultural Activities.” 76 Table of Contents Corporate Social Responsibility Since our establishment, we have continued to fulfill our commitments to our users, employees and society. We have integrated environmental, social and governance, or the ESG, consideration into our decision-making and development, and we actively communicated these goals to all stakeholders.
Business Overview—Regulations—Regulations Related to Internet Cultural Activities.” Corporate Social Responsibility Since our establishment, we have continued to fulfill our commitments to our users, employees and society. We have integrated environmental, social and governance, or ESG, consideration into our decision-making and development, and we actively communicated these goals to all stakeholders.
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.
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 (2025 Edition) and the Negative List (2024), which were both promulgated by the Ministry of Commerce and the NDRC and each became effective on February 1, 2026 and November 1, 2024.
As of December 31, 2024, we had approximately 258 million official members, representing a 12% increase since 2023. We believe the users who take and pass our membership exam are tuned to our community culture and values, which gives us a sticky user community with high retention rate.
As of December 31, 2025, we had approximately 284 million official members, representing a 10% increase since 2024. We believe the users who take and pass our membership exam are tuned to our community culture and values, which gives us a sticky user community with high retention rate.
For a detailed description of these loans, see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Other Related Party Transactions.” Construction of certain buildings on this parcel of land has commenced and is expected to complete by approximately 2026.
For a detailed description of these loans, see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Other Related Party Transactions.” Construction of certain buildings on this parcel of land has commenced and is expected to complete in or around 2026.
For example, we store all user personal information in encrypted format and strictly limit the number of personnel who can access those servers that store user personal information. For our external interfaces, we also utilize firewalls to protect against potential attacks or unauthorized access.
For example, we classify and categorize data according to sensitivity levels, store all user personal information in encrypted format and strictly limit the number of personnel who can access those servers that store user personal information. For our external interfaces, we also utilize firewalls to protect against potential attacks or unauthorized access.
On April 9, 2024, we published our 2023 ESG Annual Report, which outlines our ESG policies, outcomes and performances for that year. The report highlighted our commitment as a responsible public company to provide positive social and cultural value to our users, content creators, employees and society.
On April 16, 2026, we published our 2025 ESG Annual Report, which outlines our ESG policies, outcomes and performances for that year. The report highlighted our commitment as a responsible public company to provide positive social and cultural value to our users, content creators, employees and society.
For example, we closed the year of 2024 with our New Year’s Eve Gala, the Most Beautiful Night of 2024 , which emerged as a popular online New Year’s celebration for the young generations in China, attracting over 230 million views. Our branding and marketing initiatives allow us to connect and resonate with more users and expand to broader audience.
For example, we closed the year of 2025 with our New Year’s Eve Gala, the Most Beautiful Night of 2025 , which emerged as a popular online New Year’s celebration for the young generations in China. Our branding and marketing initiatives allow us to connect and resonate with more users and expand to broader audience.
Rui Chen represent and warrant to Hode Shanghai that appropriate arrangements have been made to protect Hode Shanghai’s interests in the event of death, restricted capacity or incapacity, divorce of Mr.
Under the equity pledge agreement, Shanghai Kuanyu and Mr. Rui Chen represent and warrant to Hode Shanghai that appropriate arrangements have been made to protect Hode Shanghai’s interests in the event of death, restricted capacity or incapacity, divorce of Mr.
Since foreign investment in these businesses in which the VIEs currently operate are subject to the restrictions under the current PRC laws and regulations, as advised by our PRC counsel, Jingtian & Gongcheng, we determined that it was not viable for our company to hold the consolidated affiliated entities or their subsidiaries that are operating these businesses directly through equity ownership.
PRC laws and regulations restrict direct foreign investment in operating companies in this sector. 119 Table of Contents Since foreign investment in these businesses in which the VIEs currently operate are subject to the restrictions under the current PRC laws and regulations, as advised by our PRC counsel, Jingtian & Gongcheng, we determined that it was not viable for our company to hold the consolidated affiliated entities or their subsidiaries that are operating these businesses directly through equity ownership.
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.
Every year, we hold large festivals and community events for our users, including New Year’s Eve Gala, Bilibili Up100 Award, Chinese New Year Gala, Bilibili Macro Link and Bilibili World. In July 2025, we hosted Bilibili World and Bilibili Macro Link in Shanghai, attracting a gathering of over 400,000 audiences to experience our unique community culture.
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.
Native advertisements 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.
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.
Our exclusively distributed mobile games contributed to 63.1%, 78.9% and 79.5% of our mobile games revenues during 2023, 2024 and 2025, respectively. 85 Table of Contents 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 Social Insurance Law of the PRC, which was promulgated by the Standing Committee of the National People’s Congress on October 28, 2010, came into effect on July 1, 2011, and was amended on December 29, 2018, the Provisional Regulations on the Collection and Payment of Social Insurance Premium, which was promulgated by the State Council on January 22, 1999, and amended on March 24, 2019, and the Regulations on the Administration of Housing Provident Fund, which was promulgated by the State Council on April 3, 1999, came into effective on the same date and was last amended on March 24, 2019, employers are required to contribute, on behalf of their employees, to a number of social security funds, including funds for basic pension insurance, unemployment insurance, basic medical insurance, occupational injury insurance, maternity insurance and to housing provident funds.
An employer shall, according to the characteristics of women, protect the safety and health of women during work and labor service and their right of rest according to the law. 113 Table of Contents According to the Social Insurance Law of the PRC, which was promulgated by the Standing Committee of the National People’s Congress on October 28, 2010, came into effect on July 1, 2011, and was amended on December 29, 2018, the Provisional Regulations on the Collection and Payment of Social Insurance Premium, which was promulgated by the State Council on January 22, 1999, and amended on March 24, 2019, and the Regulations on the Administration of Housing Provident Fund, which was promulgated by the State Council on April 3, 1999, came into effective on the same date and was last amended on March 24, 2019, employers are required to contribute, on behalf of their employees, to a number of social security funds, including funds for basic pension insurance, unemployment insurance, basic medical insurance, occupational injury insurance, maternity insurance and to housing provident funds.
Simultaneously, our content continues to diversify across various categories, evolving alongside our users’ changing life stages to cater to their shifting content demands. PUGV PUGV are the cornerstone of our content ecosystem, contributing to over 95% of the total video views on our platform in 2024. We have a deep and diverse repository of PUGV on our platform.
Simultaneously, our content continues to diversify across various categories, evolving alongside our users’ changing life stages to cater to their shifting content demands. PUGV PUGV are the cornerstone of our content ecosystem. We have a deep and diverse repository of PUGV on 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.
As of December 31, 2025, we had approximately 284 million official members who had passed our membership exam, representing a 10% increase as compared to 2024. 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.
Our premium membership program allows paying members to enjoy exclusive or advance access to certain high-quality OGV content. We charge our premium members’ membership fees monthly, quarterly or annually, based on the service package that they select. As of December 31, 2024, we had 22.7 million premium members.
Our premium membership program allows paying members to enjoy exclusive or advance access to certain high-quality OGV content. We charge our premium members’ membership fees monthly, quarterly or annually, based on the service package that they select. As of December 31, 2025, we had 25.3 million premium members, representing a 12% increase from 2024.
We update Bilibili Privacy Policy from time to time to be in line with the development of PRC laws and regulations, including modifications related to account registration and log-in, disclosure of account information, real-name authentication, customized recommendations, and the necessity to maintain and enhance the security of our products and services.
We update Bilibili Privacy Policy from time to time to be in line with the development of PRC laws and regulations, including modifications related to real-name authentication, information release and interactive content, customized recommendations, the necessity to maintain and enhance the security of our products and services, and dispute resolution.
The Cyberspace Administration of China published the Measures for the Administration of Personal Information Protection Compliance Audits on February 14, 2025, which will take effect on May 1, 2025.
The Cyberspace Administration of China published the Measures for the Administration of Personal Information Protection Compliance Audits on February 14, 2025,effective May 1, 2025.
Copyright The Copyright Law of the PRC, which was promulgated by the Standing Committee of the National People’s Congress on September 7, 1990, last amended on February 26, 2010, became effective as of April 1, 2010, further amended on November 11, 2020, and took effect on June 1, 2021.
Otherwise, the use constitutes an infringement of the patent rights. 110 Table of Contents Copyright The Copyright Law of the PRC, which was promulgated by the Standing Committee of the National People’s Congress on September 7, 1990, last amended on February 26, 2010, became effective as of April 1, 2010, further amended on November 11, 2020, and took effect on June 1, 2021.
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.
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 2025, we had an average of 112 million DAUs and 368 million MAUs, both representing an increase of 8%, as compared to 2024.
Rui Chen agreed to pledge all of his equity interests in Shanghai Kuanyu to Hode Shanghai as a security interest to guarantee the performance of contractual obligations and the payment of outstanding debts under the Contractual Arrangements. Under the equity pledge agreement, Shanghai Kuanyu and Mr.
Rui Chen entered into an equity pledge agreement on August 24, 2021, pursuant to which Mr. Rui Chen agreed to pledge all of his equity interests in Shanghai Kuanyu to Hode Shanghai as a security interest to guarantee the performance of contractual obligations and the payment of outstanding debts under the Contractual Arrangements.
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.
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.
Furthermore, operators of live broadcasting rooms who are commissioned to provide advertisement design, production, agency and publishing services shall assume legal responsibility and obligations as the advertisement operator and advertiser. Regulations Related to E-Commerce The Measures for the Supervision and Administration of Online Transactions was promulgated by the SAMR on March 15, 2021, which became effective on May 1, 2021.
Furthermore, operators of live broadcasting rooms who are commissioned to provide advertisement design, production, agency and publishing services shall assume legal responsibility and obligations as the advertisement operator and advertiser. Regulations Related to E-Commerce The Measures for the Supervision and Administration of Online Transactions was amended on March 18, 2025 and took effect on May 1, 2025.
On September 30, 2020, each of the individual shareholders of Chaodian Culture executed a power of attorney, which contains terms substantially similar to the power of attorney executed by Mr. Rui Chen as described above. Equity Pledge Agreements Hode Shanghai, Shanghai Kuanyu and Mr. Rui Chen entered into an equity pledge agreement on August 24, 2021, pursuant to which Mr.
On September 30, 2020, each of the individual shareholders of Chaodian Culture executed a power of attorney, which contains terms substantially similar to the power of attorney executed by Mr. Rui Chen as described above. 120 Table of Contents Equity Pledge Agreements Hode Shanghai, Shanghai Kuanyu and Mr.
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.
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 is the most popular category of our PUGV and live broadcasting content based on watch time in 2025. A substantial portion of our users are game lovers.
This law outlines the framework of the value-added tax system, including clarifying and adjusting the scope of taxable transactions, the rate structure of VAT, the criteria and tax calculation method for small-scale taxpayers, the determination and calculation of taxable amount, and tax incentives. 97 Table of Contents Regulations Related to Foreign Exchange Control The principal regulations governing foreign currency exchange in China are the Regulation on the Foreign Exchange Control of the PRC, promulgated by the State Council on January 29, 1996, came into effect on April 1, 1996, and last amended on August 5, 2008, and the Regulations on the Administration of Foreign Exchange Settlement, Sale and Payment, promulgated by the People’s Bank of China in June 1996 and came into effect on July 1, 1996, according to which, Renminbi for current account items is freely convertible, including the distribution of dividends, interest payments, trade and service-related foreign exchange transactions, but not for capital account items, such as direct investments, loans and investments in securities outside of the PRC, unless the prior approval or record-filing of the SAFE or its local counterpart is obtained.
Regulations Related to Foreign Exchange Control The principal regulations governing foreign currency exchange in China are the Regulation on the Foreign Exchange Control of the PRC, promulgated by the State Council on January 29, 1996, came into effect on April 1, 1996, and last amended on August 5, 2008, and the Regulations on the Administration of Foreign Exchange Settlement, Sale and Payment, promulgated by the People’s Bank of China in June 1996 and came into effect on July 1, 1996, according to which, Renminbi for current account items is freely convertible, including the distribution of dividends, interest payments, trade and service-related foreign exchange transactions, but not for capital account items, such as direct investments, loans and investments in securities outside of the PRC, unless the prior approval or record-filing of the SAFE or its local counterpart is obtained.
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.
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 29 subsidiaries.
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.
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.
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.
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.
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.
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.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeFor the Year Ended December 31, 2022 2023 2024 RMB % RMB % RMB US$ % (in thousands, except for percentages) Net revenues 21,899,167 100 % 22,527,987 100 % 26,831,525 3,675,904 100 % Cost of revenues (1) (18,049,872 ) (82.4 )% (17,086,122 ) (75.8 )% (18,057,562 ) (2,473,876 ) (67.3 )% Gross profit 3,849,295 17.6 % 5,441,865 24.2 % 8,773,963 1,202,028 32.7 % Operating expenses: Sales and marketing expenses (1) (4,920,745 ) (22.5 )% (3,916,150 ) (17.4 )% (4,401,655 ) (603,024 ) (16.4 )% General and administrative expenses (1) (2,521,134 ) (11.5 )% (2,122,432 ) (9.4 )% (2,031,063 ) (278,254 ) (7.6 )% Research and development expenses (1) (4,765,360 ) (21.7 )% (4,467,470 ) (19.9 )% (3,685,214 ) (504,872 ) (13.7 )% Total operating expenses (12,207,239 ) (55.7 )% (10,506,052 ) (46.7 )% (10,117,932 ) (1,386,150 ) (37.7 )% Loss from operations (8,357,944 ) (38.1 )% (5,064,187 ) (22.5 )% (1,343,969 ) (184,122 ) (5.0 )% Other expenses: Investment loss, net (including impairments) (532,485 ) (2.4 )% (435,644 ) (1.9 )% (470,081 ) (64,401 ) (1.8 )% Interest income 281,051 1.3 % 542,472 2.4 % 434,980 59,592 1.6 % Interest expense (250,923 ) (1.1 )% (164,927 ) (0.7 )% (89,193 ) (12,219 ) (0.3 )% Exchange losses (19,745 ) (0.1 )% (35,575 ) (0.2 )% (68,715 ) (9,414 ) (0.3 )% Debt extinguishment gain/(loss) 1,318,594 6.0 % 292,213 1.3 % (38,629 ) (5,292 ) (0.1 )% Others, net 157,944 0.7 % 132,640 0.6 % 175,412 24,031 0.7 % Loss before income tax expenses (7,403,508 ) (33.7 )% (4,733,008 ) (21.0 )% (1,400,195 ) (191,825 ) (5.2 )% Income tax (expense)/benefit (104,145 ) (0.5 )% (78,705 ) (0.4 )% 36,544 5,007 0.1 % Net loss (7,507,653 ) (34.2 )% (4,811,713 ) (21.4 )% (1,363,651 ) (186,818 ) (5.1 )% Note: (1) Share-based compensation expenses were allocated as follows: For the Year Ended December 31, 2022 2023 2024 RMB RMB RMB US$ (In thousands) Cost of revenues 69,096 63,724 84,178 11,532 Sales and marketing expenses 59,041 56,649 60,460 8,283 General and administrative expenses 554,976 596,950 568,194 77,842 Research and development expenses 357,570 415,321 403,380 55,263 Total 1,040,683 1,132,644 1,116,212 152,920 110 Table of Contents Year ended December 31, 2024 compared to year ended December 31, 2023 Net revenues Our net revenues increased by 19.1% from RMB22.5 billion in 2023 to RMB26.8 billion (US$3.7 billion) in 2024.
Biggest changeFor the Year Ended December 31, 2023 2024 2025 RMB % RMB % RMB US$ % (in thousands, except for percentages) Net revenues 22,527,987 100 % 26,831,525 100 % 30,347,766 4,339,673 100.0 % Cost of revenues (1) (17,086,122 ) (75.8 )% (18,057,562 ) (67.3 )% (19,233,654 ) (2,750,376 ) (63.4 )% Gross profit 5,441,865 24.2 % 8,773,963 32.7 % 11,114,112 1,589,297 36.6 % Operating expenses: Sales and marketing expenses(1) (3,916,150 ) (17.4 )% (4,401,655 ) (16.4 )% (4,394,107 ) (628,348 ) (14.5 )% General and administrative expenses(1) (2,122,432 ) (9.4 )% (2,031,063 ) (7.6 )% (2,062,066 ) (294,872 ) (6.8 )% Research and development expenses(1) (4,467,470 ) (19.9 )% (3,685,214 ) (13.7 )% (3,533,488 ) (505,282 ) (11.6 )% Total operating expenses (10,506,052 ) (46.7 )% (10,117,932 ) (37.7 )% (9,989,661 ) (1,428,502 ) (32.9 )% (Loss)/Profit from operations (5,064,187 ) (22.5 )% (1,343,969 ) (5.0 )% 1,124,451 160,795 3.7 % Other expenses: Investment loss, net (including impairments) (435,644 ) (1.9 )% (470,081 ) (1.8 )% (242,288 ) (34,647 ) (0.8 %) Interest income 542,472 2.4 % 434,980 1.6 % 431,847 61,753 1.4 % Interest expense (164,927 ) (0.7 )% (89,193 ) (0.3 )% (150,572 ) (21,532 ) (0.5 )% Exchange losses (35,575 ) (0.2 )% (68,715 ) (0.3 )% (80,172 ) (11,464 ) (0.3 )% Debt extinguishment gain/(loss) 292,213 1.3 % (38,629 ) (0.1 )% (2 ) * 0.0 % Others, net 132,640 0.6 % 175,412 0.7 % 124,822 17,850 0.5 % (Loss)/Profit before income tax expenses (4,733,008 ) (21.0 )% (1,400,195 ) (5.2 )% 1,208,086 172,755 4.0 % Income tax (expense)/benefit (78,705 ) (0.4 )% 36,544 0.1 % (17,145 ) (2,452 ) (0.1 )% Net (loss)/profit (4,811,713 ) (21.4 )% (1,363,651 ) (5.1 )% 1,190,941 170,303 3.9 % * Less than 1.
Our principal sources of liquidity have been the proceeds we received from our public offerings of ordinary shares and net cash provided by operating activities in 2023 and 2024. In January 2023, we completed the offering of 15,344,000 ADSs at US$26.65 per ADS.
Our principal sources of liquidity have been the proceeds we received from our public offerings of ordinary shares and net cash provided by operating activities. In January 2023, we completed the offering of 15,344,000 ADSs at US$26.65 per ADS.
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.
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, 2026 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.
We usually experience increase in video views and hence the number of active users following the release of phenomenally popular content. Seasonal fluctuations have not thus far posed material operational and financial challenges to us, as such periods tend to be brief and predictable, allowing us to re-allocate resources and improve efficiency ahead of time.
We usually experience increase in video watch time and hence the number of active users following the release of phenomenally popular content. Seasonal fluctuations have not thus far posed material operational and financial challenges to us, as such periods tend to be brief and predictable, allowing us to re-allocate resources and improve efficiency ahead of time.
We were in compliance with all of the loan covenants as of December 31, 2024. For additional information, see “Notes to Consolidated Financial Statements—Note 12. Short-Term Loan and Current Portion of Long-Term Debt” and “—Note 14. Long-Term Debt” of our audited consolidated financial statements included elsewhere in this annual report.
We were in compliance with all of the loan covenants as of December 31, 2025. For additional information, see “Notes to Consolidated Financial Statements—Note 12. Short-Term Loan and Current Portion of Long-Term Debt” and “—Note 14. Long-Term Debt” of our audited consolidated financial statements included elsewhere in this annual report.
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.
As of December 31, 2025, 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.
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.
Updates to these assumptions will impact the estimated average playing period of paying players and the revenue recognized accordingly. If the estimated 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.
Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Item 3. Key Information—D. Risk Factors” or in other parts of this annual report on Form 20-F. A.
Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Item 3. Key Information—D. Risk Factors” or in other parts of this annual report on Form 20-F. 125 Table of Contents A.
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.
The amount of net proceeds from this offering (after deducting all applicable costs and expenses including but not limited to selling commission) was approximately US$396.9 million.
To determine the ending point of a paying player’s lifespan beyond the date for which observable data are available, we extrapolate the historical churn rate to arrive at an average playing period for paying players of the selected games. Similarities between newly launched games and existing games.
To determine the ending point of a paying player’s lifespan beyond the date for which observable data are available, we extrapolate the historical churn rate to arrive at an average playing period for paying players of the selected games. 141 Table of Contents Similarities between newly launched games and existing games .
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.
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 . Changes in assumptions or estimates can materially affect average playing period of paying players and, therefore, can affect the test results.
Our proprietary CDN system enhances network efficiency by managing and optimizing the workload of the servers through real-time optimization and distribution. This technology allows users to upload content without compression and enables viewing of content in higher definition. 119 Table of Contents Real-time monitoring and support.
Our proprietary CDN system enhances network efficiency by managing and optimizing the workload of the servers through real-time optimization and distribution. This technology allows users to upload content without compression and enables viewing of content in higher definition. Real-time monitoring and support .
There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or brought within the jurisdiction of the Cayman Islands. In addition, the Cayman Islands does not impose withholding tax on dividend payments.
There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or brought within the jurisdiction of the Cayman Islands, or produced before a court. In addition, the Cayman Islands does not impose withholding tax on dividend payments.
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.
Net cash provided by investing activities in 2023 was RMB1.8 billion, 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.
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 .
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 rationalizing our promotional expense and improving our expense efficiency. General and administrative expenses .
Operating expenses Our total operating expenses decreased by 3.7% from RMB10.5 billion in 2023 to RMB10.1 billion (US$1.4 billion) in 2024, primarily as a result of our reduced expenses related to platform operations, as we improved our expenses efficiency. Sales and marketing expenses.
Operating expenses Our total operating expenses decreased by 3.7% from RMB10.5 billion in 2023 to RMB10.1 billion in 2024, primarily as a result of our reduced expenses related to platform operations, as we improved our expenses efficiency. Sales and marketing expenses. Our sales and marketing expenses increased by 12.4% from RMB3.9 billion in 2023 to RMB4.4 billion in 2024.
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 .
General and administrative expenses consist primarily of salaries and other compensation-related expenses for our general and administrative personnel, professional fees, rental expenses and allowance for expected credit losses. We will keep implementing our cost control strategy, including improving our workforce efficiency. Research and development expenses .
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.
Our cash and cash equivalents primarily consist of cash on hand, demand deposits placed with large reputable banks in the United States of America and China, and highly liquid investments that are readily convertible to known amounts of cash and with original terms of three months or less.
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.
Net cash provided by operating activities in 2023 was RMB266.6 million, as compared to net loss of RMB4.8 billion in the same period.
Following a series of repurchases, including, in 2024, the repurchase of US$429.3 million of the convertible senior notes due April 2026 and the repurchase of US$419.1 million of the convertible senior notes due December 2026, substantially all of the convertible senior notes that were originally issued have been repurchased.
Following a series of repurchases, including the repurchase of US$429.3 million of the convertible senior notes due April 2026 in 2024, the repurchase of US$419.1 million of the convertible senior notes due December 2026 in 2024 and the repurchase of US$66 thousand of the convertible senior notes due April 2027 in 2025, substantially all of the convertible senior notes that were originally issued between 2019 and 2021 have been repurchased.
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 .
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 in 2023 and 2024, respectively. Interest income . Interest income primarily represents interest earned on cash and cash equivalents and time deposits.
The increase was mainly attributable to the strong performance of our exclusively licensed game, San Guo: Mou Ding Tian Xia launched in June 2024. IP derivatives and others . Our net revenues from IP derivatives and others decreased by 6.9% from RMB2,184.7 million in 2023 to RMB2,032.9 million (US$278.5 million) in 2024.
The increase was mainly attributable to the strong performance of our exclusively licensed game, San Guo: Mou Ding Tian Xia launched in June 2024. IP derivatives and others . Our net revenues from IP derivatives and others decreased by 6.9% from RMB2.2 billion in 2023 to RMB2.0 billion in 2024.
Investing activities Net cash used in investing activities in 2024 was RMB138.1 million (US$18.9 million), primarily due to purchase of short-term investments of RMB37.0 billion (US$5,064.8 million) and cash paid for placements of time deposits of RMB5,833.9 million (US$799.2 million), partially offset by proceeds from maturities of short-term investments of RMB37.0 billion (US$5,070.1 million) and maturities of time deposits of RMB7,486.7 million (US$1,025.7 million).
Net cash used in investing activities in 2024 was RMB138.1 million, primarily due to purchase of short-term investments of RMB37.0 billion and cash paid for placements of time deposits of RMB5.8 billion, partially offset by proceeds from maturities of short-term investments of RMB37.0 billion and maturities of time deposits of RMB7.5 billion.
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.
The following table sets forth our average DAUs and MAUs for each of the quarters indicated: For the Three Months Ended March 31, 2024 June 30, 2024 September 30, 2024 December 31, 2024 March 31, 2025 June 30, 2025 September 30, 2025 December 31, 2025 (In millions) Average DAUs (1)(3) 102.4 102.3 107.3 103.0 106.7 109.4 117.3 113.0 Average MAUs (2)(3) 341.5 335.8 347.8 339.6 367.6 362.8 376.2 366.2 Note: (1) Average DAU is calculated by dividing the sum of DAU during the specified period by the number of days in such period.
Loss from operations As a result of the foregoing, we narrowed loss from operations by 73.5% from RMB5,064.2 million in 2023 to RMB1,344.0 million (US$184.1 million) in 2024. Other income/(expenses) Investment loss, net (including impairments) .
Loss from operations As a result of the foregoing, we narrowed loss from operations by 73.5% from RMB5.1 billion in 2023 to RMB1.3 billion in 2024. Other income/(expenses) Investment loss, net (including impairments) .
Content costs decreased by 14.6% from RMB3,195.6 million in 2023 to RMB2,729.5 million (US$373.9 million) in 2024, 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 14.6% from RMB3.2 billion in 2023 to RMB2.7 billion in 2024, as we continued to implement a more selective strategy in content investment while maintaining the quality of content provided to our users.
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.
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.
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.
We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. 136 Table of Contents As of December 31, 2025, 71.6% of our cash and cash equivalents were held in mainland China, including 16.5% of our cash and cash equivalents that were held by the VIEs and denominated in Renminbi.
As of December 31, 2024, we had access to a nationwide network of 51,625 servers that we own and 5,298 servers we lease, with power supply and power generator backup. This structure, along with other features described below, contributes to the reliability, scalability and efficiency of our network. AI and big data analytics.
As of December 31, 2025, we had access to a nationwide network of over 59,000 servers that we own and over 6,000 servers we lease, with power supply and power generator backup. This structure, along with other features described below, contributes to the reliability, scalability and efficiency of our network. 139 Table of Contents AI and big data analytics .
The difference between the purchase price and the net carrying amount of the repurchased notes was accounted for under “Debt extinguishment gain/(loss)” in the consolidated statements of operations. Income tax benefit/(expense) We recorded income tax benefit of RMB36.5 million (US$5.0 million) in 2024, compared to income tax expense of RMB78.7 million in 2023.
The difference between the purchase price and the net carrying amount of the repurchased notes was accounted for under “Debt extinguishment loss” in the consolidated statements of operations. Income tax (expense)/benefit We recorded income tax expense of RMB17.1 million (US$2.5 million) in 2025, compared to income tax benefit of RMB36.5 million in 2024.
VAS . Our net revenues from VAS increased by 11.0% from RMB9,910.1 million in 2023 to RMB10,999.1 million (US$1,506.9 million) in 2024, mainly attributable to increases in revenues from live broadcasting and other value-added services. Advertising .
Our net revenues from VAS increased by 11.0% from RMB9.9 billion in 2023 to RMB11.0 billion in 2024, mainly attributable to increases in revenues from live broadcasting and other value-added services. Advertising .
If our existing PRC subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us.
As a result, Bilibili Inc.’s ability to pay dividends depends upon dividends paid by our PRC subsidiaries. If our existing PRC subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us.
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.
The principal non-cash items affecting the difference between our net loss and our net cash provided by operating activities in 2024 were RMB2.3 billion in depreciation and amortization of property and equipment and intangible assets, RMB1.1 billion in share-based compensation expenses and RMB486.5 million in impairments of long-term investments.
The decrease was mainly attributable to a decrease in research and development personnel headcount in 2024 and the one-off termination expenses of certain game projects that occurred in the fourth quarter of 2023.
Our research and development expenses decreased by 17.5% from RMB4.5 billion in 2023 to RMB3.7 billion in 2024. The decrease was mainly attributable to a decrease in research and development personnel headcount in 2024 and the one-off termination expenses of certain game projects that occurred in the fourth quarter of 2023.
IP derivatives and others related costs slightly decreased by 0.9% from RMB2,905.9 million in 2023 to RMB2,880.4 million (US$394.6 million) in 2024. Gross profit As a result of the foregoing, our gross profit increased by 61.2% from RMB5,441.9 million in 2023 to RMB8,774.0 million (US$1,202.0 million) in 2024.
IP derivatives and others related costs slightly decreased by 0.9% from RMB2.9 billion in 2023 to RMB2.9 billion in 2024. Gross profit As a result of the foregoing, our gross profit increased by 61.2% from RMB5.4 billion in 2023 to RMB8.8 billion in 2024.
From time to time, third parties may initiate litigation against us alleging infringement of their proprietary rights or declaring their non-infringement of our intellectual property rights. See “Item 3. Key Information—D.
Even if our efforts are successful, we may incur significant costs in defending our rights. From time to time, third parties may initiate litigation against us alleging infringement of their proprietary rights or declaring their non-infringement of our intellectual property rights. See “Item 3. Key Information—D.
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.
Net cash used in financing activities in 2023 was RMB5.1 billion, 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.
Our net revenues from advertising increased by 27.7% from RMB6,412.0 million in 2023 to RMB8,189.2 million (US$1,121.9 million) in 2024, mainly attributable to our improved advertising product offerings and enhanced advertising efficiency. Mobile games . Our net revenues from mobile games increased by 39.5% from RMB4,021.1 million in 2023 to RMB5,610.3 million (US$768.6 million) in 2024.
Our net revenues from advertising increased by 27.7% from RMB6.4 billion in 2023 to RMB8.2 billion in 2024, mainly attributable to our improved advertising product offerings and enhanced advertising efficiency. Mobile games . Our net revenues from mobile games increased by 39.5% from RMB4.0 billion in 2023 to RMB5.6 billion in 2024.
The decrease was primarily attributable to a decrease in interest expense related to our convertible senior notes from RMB110.2 million in 2023 to RMB35.5 million (US$4.9 million) in 2024. Debt extinguishment (loss)/gain . We recorded debt extinguishment loss of RMB38.6 million (US$5.3 million) in 2024, compared to debt extinguishment gain of RMB292.2 million in 2023.
We had interest expense of RMB164.9 million and RMB89.2 million in 2023 and 2024, respectively. The decrease was primarily attributable to a decrease in interest expense related to our convertible senior notes from RMB110.2 million in 2023 to RMB35.5 million in 2024. Debt extinguishment (loss)/gain .
We expect revenues from IP derivatives and others to fluctuate in the foreseeable future but remain as a decent stream of revenues. 108 Table of Contents Cost of revenues The following table sets forth the components of our cost of revenues by amounts and percentages of cost of revenues for the periods presented: For the Year Ended December 31, 2022 2023 2024 RMB % RMB % RMB US$ % (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.
We expect revenues from IP derivatives and others to fluctuate in the foreseeable future but remain as a decent stream of revenues. 128 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, 2023 2024 2025 RMB % RMB % RMB US$ % (in thousands, except for percentages) Cost of revenues: Revenue-sharing costs 9,507,483 55.6 % 10,803,944 59.8 % 12,091,094 1,729,003 62.9 % Content costs 3,195,620 18.7 % 2,729,520 15.1 % 2,441,575 349,141 12.7 % Server and bandwidth costs 1,477,116 8.7 % 1,643,678 9.1 % 1,868,364 267,172 9.7 % IP derivatives and others 2,905,903 17.0 % 2,880,420 16.0 % 2,832,621 405,060 14.7 % Total cost of revenues 17,086,122 100.0 % 18,057,562 100.0 % 19,233,654 2,750,376 100.0 % 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 must recruit, retain and motivate talented employees while controlling our personnel-related expenses, including share-based compensation expenses. 107 Table of Contents Key Components of Results of Operations Net revenues The following table sets forth the components of our net revenues by amounts and percentages of our total net revenues for the periods presented: For the Year Ended December 31, 2022 2023 2024 RMB % RMB % RMB US$ % (in thousands, except for percentages) Net revenues: VAS 8,715,170 39.8 % 9,910,080 44.0 % 10,999,137 1,506,876 41.0 % Advertising 5,066,212 23.1 % 6,412,040 28.5 % 8,189,175 1,121,912 30.5 % Mobile games 5,021,290 22.9 % 4,021,137 17.8 % 5,610,323 768,611 20.9 % IP derivatives and others 3,096,495 14.2 % 2,184,730 9.7 % 2,032,890 278,505 7.6 % Total net revenues 21,899,167 100.0 % 22,527,987 100.0 % 26,831,525 3,675,904 100.0 % VAS .
We must recruit, retain and motivate talented employees while controlling our personnel-related expenses, including share-based compensation expenses. 127 Table of Contents Key Components of Results of Operations Net revenues The following table sets forth the components of our net revenues by amounts and percentages of our total net revenues for the periods presented: For the Year Ended December 31, 2023 2024 2025 RMB % RMB % RMB US$ % (in thousands, except for percentages) Net revenues: VAS 9,910,080 44.0 % 10,999,137 41.0 % 11,928,286 1,705,722 39.3 % Advertising 6,412,040 28.5 % 8,189,175 30.5 % 10,058,430 1,438,336 33.1 % Mobile games 4,021,137 17.8 % 5,610,323 20.9 % 6,394,638 914,421 21.1 % IP derivatives and others 2,184,730 9.7 % 2,032,890 7.6 % 1,966,412 281,194 6.5 % Total net revenues 22,527,987 100.0 % 26,831,525 100.0 % 30,347,766 4,339,673 100.0 % VAS .
Key Information—D. Risk Factors,” “Item 4. Information on the Company” and “Item 5. Operating and Financial Review and Prospects” in this annual report on Form 20-F, as well as our strategic and operational plans, contain forward-looking statements.
Operating and Financial Review and Prospects” in this annual report on Form 20-F, as well as our strategic and operational plans, contain forward-looking statements.
Server and bandwidth costs increased by 11.3% from RMB1,477.1 million in 2023 to RMB1,643.7 million (US$225.2 million) in 2024, primarily due to increased server and bandwidth capacity to keep pace with the increasing volume of data and video views on our platform.
Server and bandwidth costs increased by 11.3% from RMB1.5 billion in 2023 to RMB1.6 billion in 2024, primarily due to increased server and bandwidth capacity to keep pace with the increasing volume of data and video watch time on our platform.
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.
We entered into several one-year revolving loan facilities provided by certain financial institutions with an aggregate principal amount of RMB920.0 million (US$131.6 million) as of December 31, 2025. We have not utilized such facilities as of December 31, 2025.
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.
Other than as discussed above, we did not have any significant capital and other commitments, long-term obligations or guarantees as of December 31, 2025. Holding Company Structure Bilibili Inc. is a holding company with no material operations of its own. We conduct our operations primarily through our PRC subsidiaries, the VIEs and their subsidiaries in mainland China.
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.
The increase was mainly attributable to higher revenue-sharing costs, partially offset by lower content costs. 132 Table of Contents Revenue-sharing costs increased by 13.6% from RMB9.5 billion in 2023 to RMB10.8 billion 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.
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.
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. Recent Accounting Pronouncements A list of recently issued accounting pronouncements that are relevant to us is included in “2.
These statements are made under the “safe harbor” provisions of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “may,” “intend,” “is currently reviewing,” “it is possible,” “subject to” and similar statements. Among other things, the sections titled “Item 3.
These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “may,” “intend,” “is currently reviewing,” “it is possible,” “subject to” and similar statements. Among other things, the sections titled “Item 3. Key Information—D. Risk Factors,” “Item 4. Information on the Company” and “Item 5.
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 profit/(loss) As a result of the foregoing, we generated net profit of RMB1.2 billion (US$170.3 million) in 2025, compared to net loss of RMB1.4 billion in 2024. Year ended December 31, 2024 compared to year ended December 31, 2023 Net revenues Our net revenues increased by 19.1% from RMB22.5 billion in 2023 to RMB26.8 billion in 2024. VAS .
Operating expenses The following table sets forth the components of our operating expenses by amounts and percentages of operating expenses for the periods presented: For the Year Ended December 31, 2022 2023 2024 RMB % RMB % RMB US$ % (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 .
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, 2023 2024 2025 RMB % RMB % RMB US$ % (in thousands, except for percentages) Operating expenses: Sales and marketing expenses 3,916,150 37.3 % 4,401,655 43.5 % 4,394,107 628,348 44.0 % General and administrative expenses 2,122,432 20.2 % 2,031,063 20.1 % 2,062,066 294,872 20.6 % Research and development expenses 4,467,470 42.5 % 3,685,214 36.4 % 3,533,488 505,282 35.4 % Total operating expenses 10,506,052 100.0 % 10,117,932 100.0 % 9,989,661 1,428,502 100.0 % Sales and marketing expenses .
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$1,411.0 million), respectively.
Liquidity and Capital Resources The following table sets forth a summary of our cash flows for the periods presented: For the Year Ended December 31, 2023 2024 2025 RMB RMB RMB US$ (in thousands) Summary of Consolidated Statements of Cash Flows Data: Net cash provided by operating activities 266,622 6,014,854 7,147,108 1,022,023 Net cash provided by/(used in) investing activities 1,762,148 (138,087 ) (9,340,614 ) (1,335,690 ) Net cash (used in)/provided by financing activities (5,074,685 ) (2,825,383 ) 4,087,283 584,474 Effect of exchange rate changes on cash and cash equivalents held in foreign currencies 100,349 6,177 41,179 5,888 Net (decrease)/increase in cash, cash equivalents and restricted cash (2,945,566 ) 3,057,561 1,934,956 276,695 Cash, cash equivalents and restricted cash at beginning of the year 10,187,387 7,241,821 10,299,382 1,472,792 Cash, cash equivalents and restricted cash at end of the year 7,241,821 10,299,382 12,234,338 1,749,487 135 Table of Contents As of December 31, 2023, 2024 and 2025, our cash, cash equivalents and restricted cash were RMB7.2 billion, RMB10.3 billion and RMB12.2 billion (US$1.7 billion), respectively.
The difference was primarily due to an increase of RMB848.2 million (US$116.2 million) in deferred revenue, an increase of RMB779.3 million (US$106.8 million) in accrued liabilities and other payables, an increase of RMB615.2 million (US$84.3 million) in accounts payable, a decrease of RMB251.2 million (US$34.4 million) in accounts receivable.
The difference was primarily due to an increase of RMB848.2 million in deferred revenue, an increase of RMB779.3 million in accrued liabilities and other payables, an increase of RMB615.2 million in accounts payable, and a decrease of RMB251.2 million in accounts receivable. The changes in working capital were attributable to our increased mobile games revenues and advertising revenues.
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.
Income tax benefit/(expense) We recorded income tax benefit of RMB36.5 million in 2024, compared to income tax expense of RMB78.7 million in 2023. Net loss As a result of the foregoing, we narrowed net loss by 71.7% from RMB4.8 billion in 2023 to RMB1.4 billion in 2024. Seasonality Our results of operations are subject to seasonal fluctuations.
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.
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, and we have applied for renewal of the High and New Technology Enterprise status.
Operating lease commitments Our operating lease commitments consist of the commitments under the lease agreements for our office premises. As of December 31, 2024, the amount of total future lease payments under operating leases, whose weighted average remaining lease term is 1.8 years, was RMB325.3 million (US$44.6 million), of which RMB194.6 million (US$26.7 million) is short term.
As of December 31, 2025, the amount of total future lease payments under operating leases, whose weighted average remaining lease term is 1.6 years, was RMB187.0 million (US$26.7 million), of which RMB150.7 million (US$21.5 million) was short term.
Interest income primarily represents interest earned on cash and cash equivalents and time deposits. We had interest income of RMB542.5 million and RMB435.0 million (US$59.6 million) in 2023 and 2024, respectively. The decrease was primarily driven by the decrease in time deposits held in 2024 compared to 2023. Interest expense .
We had interest income of RMB542.5 million and RMB435.0 million in 2023 and 2024, respectively. The decrease was primarily driven by the decrease in time deposits held in 2024 compared to 2023. 133 Table of Contents Interest expense . Interest expense primarily represents interest payment and amortized issuance costs related to our convertible senior notes.
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.
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.
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.
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. 126 Table of Contents 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, 2024 June 30, 2024 September 30, 2024 December 31, 2024 March 31, 2025 June 30, 2025 September 30, 2025 December 31, 2025 (In millions) Average monthly paying users (1) 29.1 28.8 30.1 29.5 32.2 31.3 35.1 35.7 (In RMB) Average monthly revenue per paying user (2) 40.2 41.3 51.5 55.2 47.0 47.3 43.1 44.9 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.
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.
We expect revenues from VAS to continue to grow in the foreseeable future, driven by the further expansion of high-quality content and product offerings. Advertising . We generate advertising revenues primarily from performance-based, brand, and native advertisements.
Our sales and marketing expenses increased by 12.4% from RMB3,916.2 million in 2023 to RMB4,401.7 million (US$603.0 million) in 2024. The increase was primarily attributable to increased marketing expenses for our exclusively licensed games. General and administrative expenses. Our general and administrative expenses decreased by 4.3% from RMB2,122.4 million in 2023 to RMB2,031.1 million (US$278.3 million) in 2024.
The increase was primarily attributable to increased marketing expenses for our exclusively licensed games. General and administrative expenses. Our general and administrative expenses decreased by 4.3% from RMB2.2 billion in 2023 to RMB2.0 billion in 2024. The decrease was primarily attributable to the workforce efficiency optimization in 2024. Research and development expenses.
As of December 31, 2024, an aggregate principal amount of US$13.4 million of our convertible senior notes remained outstanding. We believe that our current cash and cash equivalents and our anticipated cash flows from operations will be sufficient to meet the cash requirements to fund our operations and other commitments for at least the next 12 months.
As of December 31, 2025, there was no such event of default or fundamental change. We believe that our current cash and cash equivalents and our anticipated cash flows from operations will be sufficient to meet the cash requirements to fund our operations and other commitments for at least the next 12 months.
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 principal non-cash items affecting the difference between our net profit and our net cash provided by operating activities in 2025 were RMB2.0 billion (US$289.7 million) in depreciation and amortization of property and equipment and intangible assets, RMB1.2 billion (US$167.4 million) in share-based compensation expenses and RMB343.7 million (US$49.2 million) in impairments and loss of long-term investments.
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.
Content costs decreased by 10.5% from RMB2.7 billion in 2024 to RMB2.4 billion (US$349.1 million) in 2025, as we continued to implement a more selective strategy in content investment while maintaining the quality of content provided to our users.
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.
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. 129 Table of Contents Results of Operations The following table sets forth a summary of our consolidated results of operations for the periods presented, both in absolute amount and as a percentage of our revenues for the periods presented.
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.
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 RMB470.1 million and RMB242.3 million (US$34.6 million) in 2024 and 2025, respectively. Interest income .
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.
We believe DAU reflects the quality and sustainability of our community, which is also directly linked to our commercial prospects. We will continue to drive DAU growth and expand our reach across Generation Z+ and wider demographics by discovering and promoting more high-quality PUGV content.
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.
Purchases of intangible assets, which primarily consist of licensed copyrights of video content, accounted for 86.3%, 73.5% and 71.9% of our total capital expenditures in 2023, 2024 and 2025, respectively. Operating lease commitments Our operating lease commitments consist of the commitments under the lease agreements for our office premises.
We intend to fund our existing and future material cash requirements with our existing cash balance, cash generated from operating activities, and other financing alternatives. We will continue to make cash commitments, including capital expenditures, to support the growth of our business. Long-term loans Our long-term bank loans were RMB3,100.0 million (US$424.7 million) in aggregate.
Material cash requirements Our material cash requirements as of December 31, 2025 primarily include our long-term loans, capital expenditures and operating lease commitments. We intend to fund our existing and future material cash requirements with our existing cash balance, cash generated from operating activities, and other financing alternatives.
Net cash used in operating activities in 2022 was RMB3,911.4 million, as compared to net loss of RMB7,507.7 million in the same period.
Net cash provided by operating activities in 2024 was RMB6.0 billion, as compared to net loss of RMB1.4 billion in the same period.
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 are subject to surcharges on value-added tax payments in accordance with PRC law. Our advertising and marketing revenues (valued-added tax included) are subject to culture business construction fee at a rate of 3%, which was reduced to 1.5% since July 1, 2019, valid until December 31, 2027.
As of December 31, 2024, the current portion of RMB31.0 million (US$4.2 million) was classified as short-term loans and the remaining RMB3,069.0 million (US$420.5 million) was reported as long-term debt. Our long-term bank loans were substantially credit borrowing and the interest rates were 2.4% as of December 31, 2024.
As of December 31, 2025, the entire balance of RMB3.1 billion, representing the current portion due within one year, was classified as short-term loans and the non-current portion was nil. Our long-term bank loans were substantially credit borrowing and the interest rates were 2.3% as of December 31, 2025.
Cost of revenues Our cost of revenues increased by 5.7% from RMB17,086.1 million in 2023 to RMB18,057.6 million (US$2,473.9 million) in 2024. The increase was mainly attributable to higher revenue-sharing costs, partially offset by lower content costs.
The increase was mainly attributable to higher revenue-sharing costs, partially offset by lower content costs. Revenue-sharing costs increased by 11.9% from RMB10.8 billion in 2024 to RMB12.1 billion (US$1.7 billion) in 2025, primarily due to higher cost of fees paid to distribution channels and game developers and an increase in cost to content creators on our platform.
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.
As of December 31, 2025, we have registered approximately 2,548 patents, 3,238 registered copyrights, 360 registered domain names, including www.bilibili.com, and 9,064 registered trademarks, including “ .” In addition, we had submitted approximately 2,011 additional patent applications and 254 trademark applications. 140 Table of Contents We intend to protect our technology and proprietary rights vigorously, but there can be no assurance that our efforts will be successful.
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.
(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. These statements are made under the “safe harbor” provisions of Section 21E of the Securities Exchange Act of 1934, as amended.
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.
Our net revenues from advertising increased by 22.8% from RMB8.2 billion in 2024 to RMB10.1 billion (US$1.4 billion) in 2025, mainly attributable to our improved advertising product offerings and enhanced advertising efficiency. Mobile games .
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.
The principal non-cash items affecting the difference between our net loss and our net cash provided by operating activities in 2023 were RMB2.7 billion in depreciation and amortization of property and equipment and intangible assets, RMB1.1 billion in share-based compensation expenses and RMB354.8 million in termination of certain game projects. 137 Table of Contents Investing activities Net cash used in investing activities in 2025 was RMB9.3 billion (US$1.3 billion), primarily due to purchase of short-term investments of RMB85.6 billion (US$12.2 billion) and cash paid for placements of time deposits of RMB10.5 billion (US$1.5 billion), partially offset by maturities of short-term investment of RMB81.8 billion (US$11.7 billion) and maturities of time deposits of RMB8.4 billion (US$1.2 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 cash used in financing activities in 2024 was RMB2.8 billion, primarily attributable to the repurchase of convertible senior notes, net of issuance costs, of RMB6.0 billion, partially offset by proceeds of short-term and long-term loans of RMB5.1 billion.
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 .
VAS . Our net revenues from VAS increased by 8.4% from RMB11.0 billion in 2024 to RMB11.9 billion (US$1.7 billion) in 2025, mainly attributable to increased revenues from other value-added services and premium memberships. 130 Table of Contents Advertising .
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 .
Interest income primarily represents interest earned on cash and cash equivalents and time deposits. We had interest income of RMB435.0 million and RMB431.8 million (US$61.8 million) in 2024 and 2025, respectively. Interest expense . Interest expense primarily represents interest payment related to our long-term bank loans.
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.
IP derivatives and others . Our net revenues from IP derivatives and others decreased by 3.3% from RMB2.0 billion in 2024 to RMB2.0 billion (US$281.2 million) in 2025. Cost of revenues Our cost of revenues increased by 6.5% from RMB18.1 billion in 2024 to RMB19.2 billion (US$2.8 billion) in 2025.

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Item 6. [Reserved]

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

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Biggest changeName 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$10.47 Various dates from June 2019 to December 2024 Various dates from June 2026 to December 2028 Total 29,742,521 Notes: * Less than 1% of our total outstanding shares. ** Exercise price and date of expiration are not applicable to the granted restricted share units.
Biggest changeThe following table summarizes, as of March 31, 2026, the number of ordinary shares underlying outstanding options and restricted share units granted to several of our directors and executive officers and to other individuals as a group under the Global Share Plan, the 2018 Plan and the 2024 Plan, excluding awards that were forfeited or cancelled after the relevant grant dates. 146 Table of Contents Name Ordinary Shares Underlying Options and Restricted Share Units Awarded Exercise Price (US$/Share) ** Date of Grant Date of Expiration ** Rui Chen 1,000,000 0.0001 March 2020 March 2028 1,000,000 10.47 March 2020 March 2028 3,000,000 0.0001 November 2020 November 2028 412,000 N/A December 2025 N/A Ni Li 2,000,000 0.0001 November 2020 November 2028 1,000,000 N/A March 2023 N/A 412,000 N/A December 2025 N/A JP Gan 13,463 0.0001 July 2022 July 2028 12,632 N/A June 2025 N/A Eric He 12,632 N/A June 2025 N/A Xin Fan 60,000 0.0001 March 2020 March 2028 60,000 10.47 March 2020 March 2028 210,000 N/A March 2023 N/A Other grantees 20,327,102 From nominal to US$10.47 Various dates from June 2019 To March 2026 Various dates from June 2026 to December 2028 Total 29,519,829 Notes: * Exercise price and date of expiration are not applicable to the granted restricted share units.
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.
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 .
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).
Xu received his associate degree from Beijing University of Posts and Telecommunications in 2010. JP Gan has served as our director since January 2015. Mr. Gan has been a founding partner of INCE Capital Limited since 2019. From 2006 to 2019, Mr. Gan was a managing partner of Qiming Venture Partners. From 2005 to 2006, Mr.
Xu received his associate degree from Beijing University of Posts and Telecommunications in 2010. JP Gan has served as our director since January 2015. Mr. Gan has been a founding partner of INCE Capital Limited since 2019. From 2006 to 2019, Mr. Gan was a managing partner of Qiming Venture Partners. Mr.
Nominating and Corporate Governance Committee. Our nominating and corporate governance committee consists of JP Gan, Eric He and Feng Li. JP Gan is the chairman of our nominating and corporate governance committee. We have determined that JP Gan, Eric He and Feng Li each satisfies the “independence” requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Rules.
Corporate Governance Committee . Our corporate governance committee consists of JP Gan, Eric He and Feng Li. JP Gan is the chairman of our corporate governance committee. We have determined that JP Gan, Eric He and Feng Li each satisfies the “independence” requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Rules.
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.
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. 143 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 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.
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; • 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.
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.
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. Eligibility .
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.
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. D.
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.
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. 149 Table of Contents Terms of Directors and Officers Our officers are elected by and serve at the discretion of the board of directors.
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.
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. 145 Table of Contents Termination and Amendment. Unless terminated earlier, the 2018 Plan has a term of ten years.
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.
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. * 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.
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.
Compensation For the fiscal year ended December 31, 2025, we paid an aggregate of approximately RMB16.1 million (US$2.3 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.
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.
Guoqi Ding is Room 902, Building 1, 1500 Changyi Road, Pudong New Area, Shanghai, People’s Republic of China. (8) Represents 48,032,802 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.
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.
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 March 31, 2026, including through the exercise of any option, warrant or other right or the conversion of any other security.
He served as chief financial officer of Giant Interactive Group, Inc. from March 2007 to August 2011. He served as chief strategy officer of Ninetowns Internet Technology Group from 2004 to 2007. Mr. He received a bachelor’s degree in accounting from National Taipei University and an MBA degree from the Wharton School of Business at the University of Pennsylvania. Mr.
He served as chief strategy officer of Ninetowns Internet Technology Group from 2004 to 2007. Mr. He received a bachelor’s degree in accounting from National Taipei University and an MBA degree from the Wharton School of Business at the University of Pennsylvania. Mr.
The nominating and corporate governance committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees.
The nomination committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees.
(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.
(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) 2,120,000 Class Z ordinary shares issuable to Ms. Ni Li upon exercise of options within 60 days after March 31, 2026.
Through the Equity Incentive Trusts, our ordinary shares and other rights and interests under awards granted pursuant to our Global Share Plan may be provided to certain of recipients of equity awards.
Through the Equity Incentive Trusts, our ordinary shares and other rights and interests under awards granted pursuant to our Global Share Plan may be provided to certain of recipients of equity awards. The participants in the Equity Incentive Trusts include our employees and certain of our executive officers.
Eric He has served as our director since March 2018. He currently also serves as an independent director of Agora, Inc. (Nasdaq: API) since 2020. Mr. He had served as chief financial officer of JOYY Inc. (previously known as YY Inc.) (Nasdaq: YY) from August 2011 to May 2017. Prior to that, Mr.
He currently also serves as an independent director of Agora, Inc. (Nasdaq: API) since 2020. Mr. He had served as chief financial officer of JOYY Inc. (previously known as YY Inc.) (Nasdaq: JOYY) from August 2011 to May 2017. Prior to that, Mr. He served as chief financial officer of Giant Interactive Group, Inc. from March 2007 to August 2011.
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.
We subsequently amended our 2018 Plan in March 2020, October 2022 and June 2024. 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.
Li worked as a partner in the venture capital department in IDG Capital, a global network of private equity and venture capital firms. Prior to that, Mr. Li served as deputy vice president of New Oriental School, a leading English teaching and learning school in China. Mr.
Li worked as a partner in the venture capital department in IDG Capital, a global network of private equity and venture capital firms. Prior to that, Mr. Li served as deputy vice president of New Oriental School, a leading English teaching and learning school in China. Mr. Li is an independent non-executive director of Dida Inc. (HKEX: 2559). Mr.
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.
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 March 31, 2026.
None of our non-executive directors has a service contract with us that provides for benefits upon termination of service. Committees of the Board of Directors We have established three committees under the board of directors: an audit committee, a compensation committee and a nominating and corporate governance committee. We have adopted a charter for each of the three committees.
None of our non-executive directors has a service contract with us that provides for benefits upon termination of service. 147 Table of Contents Committees of the Board of Directors We have established four committees under the board of directors: an audit committee, a compensation committee, a nomination committee and a corporate governance committee.
Xu has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the shares held by Kami Sama Limited in Bilibili, and, except for Mr. Xu, the other beneficiaries of the trust have no voting rights attached to such shares.
Xu and his family members are the trust’s beneficiaries. Under the terms of this trust, Mr. Xu has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the shares held by Kami Sama Limited in Bilibili, and, except for Mr.
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.
Directors and Executive Officers Age Position/Title Rui Chen 48 Chairman of the Board of Directors and Chief Executive Officer Ni Li 40 Vice Chairwoman of the Board of Directors and Chief Operating Officer Yi Xu 36 Founder, Director and President JP Gan 54 Independent Director Eric He 66 Independent Director Feng Li 52 Independent Director Guoqi Ding 56 Independent Director Xin Fan 47 Chief Financial Officer 142 Table of Contents Rui Chen has served as our chairman of the board of directors and chief executive officer since November 2014.
Each committee’s members and functions are described below. Audit Committee. Our audit committee consists of Eric He, JP Gan and Feng Li. Eric He is the chairman of our audit committee.
We have adopted a charter for each of the four committees. Each committee’s members and functions are described below. Audit Committee . Our audit committee consists of Eric He, JP Gan and Feng Li. Eric He is the chairman of our audit committee.
Under her leadership, the team successfully expanded our revenue streams and significantly enhanced our brand awareness. Starting from 2021, Ms. Li also chairs our Environmental, Social and Governance Committee. Ms. Li has served as a non-executive director of Huanxi Media Group Limited (HKEX: 1003) since September 2020. Prior to joining us, Ms.
Under her leadership, the team successfully expanded our revenue streams and significantly enhanced our brand awareness. Starting from 2021, Ms. Li also chairs our Environmental, Social and Governance Committee. In the last three years preceding the date of this report, Ms. Li was also a non-executive director of Huanxi Media Group Limited (HKEX: 1003). Prior to joining us, Ms.
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.
Employees We had 8,801 employees as of December 31, 2023, 8,088 employees as of December 31, 2024, and 8,423 employees as of December 31, 2025.
Ding held various positions, including chief financial officer, at Fosun International Limited, one of the largest investment groups in China. Between 2012 and 2017, Mr. Ding also served as a board member of several companies based in China, including Shanghai Forte Land Company Limited, one of China’s largest real estate developers. Mr.
Between 2012 and 2017, Mr. Ding also served as a board member of several companies based in China, including Shanghai Forte Land Company Limited, one of China’s largest real estate developers. Mr.
(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.
(1) Represents (i) 48,032,802 Class Y ordinary shares directly held by Vanship Limited, a business company limited by shares incorporated in British Virgin Islands, and (ii) 4,505,000 Class Z ordinary shares issuable to Mr. Rui Chen upon exercise of options within 60 days after March 31, 2026.
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.
One of the holders is Deutsche Bank Trust Company Americas, the depositary of our ADS program, which held 7.3% Class Z ordinary shares on record as of March 31, 2026.
Gan was the chief financial officer of KongZhong Corporation. Mr. Gan is also an independent director of Trip.com Group Ltd. (Nasdaq: TCOM; HKEX: 9961). Mr. Gan received his bachelor’s degree in business administration from the University of Iowa in 1994 and his MBA degree from the University of Chicago Booth School of Business in 1999.
Gan is also an independent director of Trip.com Group Ltd. (Nasdaq: TCOM; HKEX: 9961). Mr. Gan received his bachelor’s degree in business administration from the University of Iowa in 1994 and his MBA degree from the University of Chicago Booth School of Business in 1999. Eric He has served as our director since March 2018.
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).
To our knowledge, as of March 31, 2026, 25,257,846 of our Class Z ordinary shares were held by two record holders in the United States, representing approximately 5.9% of our total outstanding shares on an as converted basis (including the 8,410,463 Class Z ordinary shares issued and reserved for future issuance upon the exercising or vesting of awards granted under our share incentive plans).
Li currently serves as a board member of several private internet and technology companies based in China. Mr. Li received his bachelor’s degree in chemistry from Peking University in 1996 and his master’s degree in chemistry from the University of Rochester in 1998. Guoqi Ding has served as our director since May 2020. Since 2019, Mr.
Li received his bachelor’s degree in chemistry from Peking University in 1996 and his master’s degree in chemistry from the University of Rochester in 1998. Guoqi Ding has served as our director since May 2020. Since 2019, Mr. Guoqi Ding has served as chairman of the board of Zhiqin Management Consulting Ltd., a China-based consulting service provider.
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 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 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.
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. The 2018 Plan The aggregate number of Class Z ordinary shares available for future grant under the 2018 Plan was 27,755,082 as of March 31, 2026.
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.
Ordinary Shares Beneficially Owned Class Y Ordinary Shares Class Z Ordinary Shares Total Ordinary % of Beneficial Ownership % of Aggregate Voting Power Directors and Executive Officers**: Rui Chen (1) 48,032,802 4,505,000 52,537,802 12.5 % 42.4 % Ni Li (2) 7,200,000 2,120,000 9,320,000 2.2 % 6.3 % Yi Xu (3) 24,467,208 2,945,000 27,412,208 6.6 % 21.6 % JP Gan (4) — 284,479 284,479 0.1 % 0.0 % Eric He (5) — 169,779 169,779 0.0 % 0.0 % Feng Li (6) — — — — — Guoqi Ding (7) — — — — — Xin Fan — 165,000 165,000 0.0 % 0.0 % All Directors and Executive Officers as a Group 79,700,010 10,189,258 89,889,268 21.2 % 70.3 % Principal Shareholders: Entities affiliated with Rui Chen (8) 48,032,802 — 48,032,802 11.5 % 42.4 % Tencent entities (9) — 43,749,518 43,749,518 10.5 % 3.9 % Entity affiliated with Yi Xu (10) 24,467,208 2,900,000 27,367,208 6.6 % 21.6 % 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.
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.
The following table sets forth the numbers of our employees categorized by function as of December 31, 2025: Function: As of December 31, 2025 Products and technology 3,458 Content audit 2,624 Operations 1,755 Management, sales, finance and administration 586 Total 8,423 As of December 31, 2025, we had 5,597 employees in Shanghai, 772 employees in Chengdu, 438 employees in Nanjing, 460 employees in Wuhan and 1,156 employees in other locations.
Kami Sama Limited is controlled by The Homur Trust, a trust established under the laws of Cayman Islands and managed by TMF (Cayman) Ltd. as the trustee. Mr. Yi Xu is the settlor of The Homur Trust, and Mr. Xu and his family members are the trust’s beneficiaries. Under the terms of this trust, Mr.
This information is based on the Form 3 filed by Mr. Yi Xu on March 17, 2026. Kami Sama Limited is controlled by The Homur Trust, a trust established under the laws of Cayman Islands and managed by TMF (Cayman) Ltd. as the trustee. Mr. Yi Xu is the settlor of The Homur Trust, and Mr.
The registered address of Kami Sama Limited is Start Chambers, Wickham’s Cay II., P.O. Box 2221, Road Town, Tortola, British Virgin Islands.
This information is based on the Form 3 filed by Mr. Yi Xu on March 17, 2026. The registered address of Kami Sama Limited is Start Chambers, Wickham’s Cay II., P.O. Box 2221, Road Town, Tortola, British Virgin Islands.
The nominating and corporate governance committee is responsible for, among other things: • selecting and recommending to the board nominees for election by the shareholders or appointment by the board; • reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity; • making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and • advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken.
The nomination committee is responsible for, among other things: 148 Table of Contents • selecting and recommending to the board nominees for election by the shareholders or appointment by the board; • reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity; and • making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board.
(3) Represents (i) 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, and (ii) 45,000 Class Z ordinary shares in the form of ADSs held by Mr. Xu.
(10) Represents 24,467,208 Class Y ordinary shares and 2,900,000 Class Z ordinary shares in the form of ADSs directly held by Kami Sama Limited, a business company limited by shares incorporated in British Virgin Islands.
Guoqi Ding has served as chairman of the board of Zhiqin Management Consulting Ltd., a China-based consulting service provider. Between 2017 and 2023, Mr. Ding served as an independent director on the board of Dian Diagnostics Group Co., Ltd., (Shenzhen Stock Exchange: 300244), a China-based medical diagnosis outsourcing service provider. Between 2004 and 2017, Mr.
Between 2017 and 2023, Mr. Ding served as an independent director on the board of Dian Diagnostics Group Co., Ltd., (Shenzhen Stock Exchange: 300244), a China-based medical diagnosis outsourcing service provider. Between 2004 and 2017, Mr. Ding held various positions, including chief financial officer, at Fosun International Limited, one of the largest investment groups in China.
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.
Participants in the Equity Incentive Trusts transfer their equity awards to Ark Trust to be held for their benefit.
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 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. 144 Table of Contents 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.
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.
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.
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.
Share Ownership Except as otherwise noted, the following table sets forth information with respect to the beneficial ownership of our ordinary shares as of March 31, 2026 by: • each of our directors and executive officers; and • each person known to us to own beneficially more than 5% of our ordinary shares. 150 Table of Contents The calculations in the table below are based on 79,700,010 Class Y ordinary shares and 336,923,637 Class Z ordinary shares outstanding as of March 31, 2026 (excluding 8,410,463 Class Z ordinary shares issued and reserved for future issuance upon the exercising or vesting of awards granted under our share incentive plans).
The above position would also not apply if Ms. Li is incapacitated, has released her authority or nominated another person to have such authority in her place.
The above position would also not apply if Ms.
Removed
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.
Added
Li currently also serves as a board member of several private internet and technology companies based in China. In the last three years preceding the date of this report, Mr. Li was an independent director of Arashi Vision Inc. (Shanghai Stock Exchange: 688775). Mr.
Removed
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.
Added
We subsequently terminated our Global Share Plan in October 2022 by unanimous written approval of our board of directors.
Removed
We have not granted any awards under the 2024 Plan.
Added
Nomination Committee . Our nomination committee consists of JP Gan, Eric He, Feng Li and Ni Li. JP Gan is the chairman of our nomination committee. We have determined that JP Gan, Eric He and Feng Li each satisfies the “independence” requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Rules.
Removed
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).
Added
The corporate governance committee ensures that we are operated and managed for the benefit of all shareholders and to ensure our company’s compliance with the Nasdaq Stock Market rules and the Hong Kong Listing Rules, and develops and recommends to the board a set of corporate governance guideline.
Added
The corporate governance committee is responsible for, among other things: • advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken; and • developing and reviewing periodically, and at least annually, the corporate governance principles and practices on corporate governance to assure that they are appropriate for our company and comply with the requirements of the Nasdaq Stock Market and the Hong Kong Listing Rules, and recommending any desirable changes to the board.
Added
Li is incapacitated, has released her authority or nominated another person to have such authority in her place. 151 Table of Contents (3) Represents (i) 24,467,208 Class Y ordinary shares and 2,900,000 Class Z ordinary shares in the form of ADSs directly held by Kami Sama Limited, a business company limited by shares incorporated in British Virgin Islands, and (ii) 45,000 Class Z ordinary shares in the form of ADSs held by Mr.
Added
Xu. Kami Sama Limited pledged an aggregate of 2,900,000 ADSs to secure its obligations under several prepaid variable forward sale contracts with an unaffiliated third party buyer, including its obligation to deliver to such third party up to an aggregate of 2,900,000 ADSs on the respective maturity dates of these contracts.
Added
Xu, the other beneficiaries of the trust have no voting rights attached to such shares.
Added
Kami Sama Limited pledged an aggregate of 2,900,000 ADSs to secure its obligations under several prepaid variable forward sale contracts with an unaffiliated third party buyer, including its obligation to deliver to such third party up to an aggregate of 2,900,000 ADSs on the respective maturity dates of these contracts.

Item 7. Management's Discussion & Analysis

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

5 edited+1 added−15 removed8 unchanged
Biggest changeNi 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.
Biggest changeIn 2020, we established an entity with an independent third party and two entities each controlled by Mr. Rui Chen and Ms. 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.
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.
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, 2023, 2024 and 2025, we purchased goods and promotional and other services amounting to RMB172.5 million, RMB124.0 million and RMB118.2 million (US$16.9 million), respectively, from certain related parties. Sale of goods and services.
Employment Agreements and Indemnification Agreements We have entered into employment agreements with each of our executive officers. Under these agreements, each of our executive officers is employed for a specified time period.
Organizational Structure.” 152 Table of Contents Employment Agreements and Indemnification Agreements We have entered into employment agreements with each of our executive officers. Under these agreements, each of our executive officers is employed for a specified time period.
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.
The annual interest rate of the loans was 3.6% as of December 31, 2025. For the years ended December 31, 2023, 2024 and 2025, the largest outstanding amount of the loans was RMB823.4 million. As of March 31, 2026, the outstanding balance of the loans to this entity was RMB868.1 million. C. Interests of Experts and Counsel Not applicable.
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.
For the years ended December 31, 2023, 2024 and 2025, we sold goods and live broadcasting and other services amounting to RMB12.7 million, RMB12.0 million and RMB17.8 million (US$2.5 million), respectively, to certain related parties. Loans to an equity investee. In 2025, we provided interest-bearing loans to an equity investee of RMB270.0 million. The loans were non-trade in nature.
Removed
Organizational Structure.” Shareholders Agreement and Investor Rights Agreement We entered into our shareholders agreement on April 1, 2017 with our shareholders, which consist of holders of ordinary shares and preferred shares. Pursuant to this shareholders agreement, we have granted certain registration rights to our shareholders. Set forth below is a description of the registration rights granted under the agreement.
Added
The annual interest rate of the loans was 4.5%. For the years ended December 31, 2023, 2024 and 2025, the largest outstanding amount of the loans was RMB270.0 million. As of March 31, 2026, there is no outstanding balance of these loans on a consolidated basis. 153 Table of Contents Funds (from)/ to the Entity.
Removed
Holders holding at least 10% or more of the issued and outstanding registrable securities (on an as converted basis) held by the preferred shareholders, the pre-IPO Class D ordinary shareholders, pre-IPO Class C ordinary shareholders or pre-IPO Class B ordinary shareholders have the right to demand in writing that we file a registration statement covering the registration of at least 25% of their registrable securities.
Removed
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.
Removed
We are not obligated to effect more than three demand registrations.
Removed
Further, if the registrable securities are offered by means of an underwritten offering, and the managing underwriter advises us that marketing factors require a limitation of the number of 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.
Removed
Registration on Form F-3 or Form S-3. Any holder may request us to file a registration statement on Form F-3 or Form S-3 if we qualify for registration on Form F-3 or Form S-3.
Removed
The holders are entitled to an unlimited number of registrations on Form F-3 or Form S-3 so long as such registration offerings are in excess of US$500,000. We, however, are not obligated to consummate a registration if we have consummated two registrations within any twelve-month period.
Removed
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.
Removed
Piggyback Registration Rights. If we propose to register for a public offering or our securities other than relating to any share incentive plan or a corporate reorganization, we must offer holders of our registrable securities an opportunity to be included in such registration.
Removed
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).
Removed
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.
Removed
We have no obligation to effect any demand, piggyback or Form F-3 or Form S-3 registration upon the later of (i) the fifth anniversary from the date of closing of a QIPO as defined in the shareholders agreement, and (ii) with respect to any holder, the date following a QIPO on which such holder holds less than 1% of the equity securities of our company and all registrable securities may be sold under Rule 144 of the Securities Act in any 90-day period.
Removed
Pursuant to the share purchase and investor rights agreement by and between us and Tencent Mobility Limited dated October 3, 2018, we have granted certain registration rights to Tencent Mobility Limited or its affiliates.
Removed
Accordingly, Tencent Mobility Limited or its affiliates are entitled one registration on Form F-3, after the expiration of a lock-up period, covering such Class Z ordinary shares issued and sold to Tencent Mobility Limited pursuant to the aforesaid share purchase and investor rights agreement.
Removed
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.

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