Bilibili Provides Update on Voluntary Conversion to Dual-Primary Listing on The Main Board of The Stock Exchange of Hong Kong Limited
02 Maio 2022 - 8:50AM
Bilibili Inc. (“
Bilibili” or the
“
Company”) (NASDAQ: BILI and HKEX: 9626), an
iconic brand and a leading video community for young generations in
China, today provides an update on the Company’s proposed voluntary
conversion of its secondary listing status on The Main Board of The
Stock Exchange of Hong Kong Limited (the “
Hong Kong Stock
Exchange”) to dual-primary listing (the “
Proposed
Conversion”).
Application For Conversion To Primary Listing. The Company has
applied to the Hong Kong Stock Exchange with regards to the
Proposed Conversion on April 29, 2022, and has received the
acknowledgement from the Hong Kong Stock Exchange in respect of the
application for the Proposed Conversion. The Effective Date on
which the Proposed Conversion will become effective, is expected to
be October 3, 2022. Upon the Effective Date, the Company will be
dual primary listed on the Hong Kong Stock Exchange in Hong Kong
and the Nasdaq in the United States.
Continuing Connected Transactions. The board of directors of the
Company (the “Board”) announces that on April 29,
2022, the Company entered into the Payment Services Agreement, the
Cloud Services Agreement and the Collaboration Agreements, with
associates of Tencent. Tencent is one of the substantial
shareholders of the Company. Accordingly, pursuant to Chapter 14A
of the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited, as amended or supplemented from time
to time (the “Listing Rules”), Tencent and its
associates shall be connected persons of the Company and the
Payment Services Agreement, the Cloud Services Agreement, the
Collaboration Agreements, and the transactions contemplated
thereunder constitute continuing connected transactions of the
Company, upon the Effective Date.
Proposed Grant of Share Repurchase Mandate and Issuance Mandate.
Ordinary resolutions will be proposed at the annual general meeting
to be convened by the Company on or around June 30, 2022 (the
“AGM”) to approve the grant of (i) a share
repurchase mandate to the directors of the Company (the
“Directors”) to repurchase Class Z ordinary shares
of the share capital of the Company with a par value of US$0.0001
each, (the “Class Z Ordinary Shares”) and/or
American depositary shares (the “ADSs,” each
representing one Class Z Ordinary Share), not exceeding 10% of the
number of issued ordinary shares of the Company as of the date of
the resolution granting the share repurchase mandate, and (ii) an
issuance mandate to the Directors to allot, issue or deal with
unissued Class Z Ordinary Shares and/or ADSs not exceeding 20% of
the number of issued ordinary shares as of the date of the
resolution granting the issuance mandate.
Proposed Amendments to The 2018 Share Incentive Plan and
Termination of The Global Share Plan. The Company intends to
approve (i) certain amendments to the 2018 Share Incentive Plan;
and (ii) the termination of the Global Share Plan, each with effect
from the Effective Date.
Proposed Adoption of New Articles of Association. The Board has
proposed to amend the seventh amended and restated memorandum and
articles of association of the Company by adopting a new set of
memorandum and articles of association in substitution for and to
the exclusion of the existing Articles of Association in order to
comply with Appendix 3 to Listing Rules upon the Proposed
Conversion.
The Company’s corresponding announcement on the Hong Kong Stock
Exchange is available on the Company’s website at
https://ir.bilibili.com/.
The Proposed Conversion is conditional upon and subject to,
among other things, market conditions and the obtaining of the
necessary regulatory approvals. The Company will make further
announcement(s) to disclose any material updates and progress with
respect to the Proposed Conversion in accordance with applicable
laws and regulations as and when appropriate. This announcement is
for information purposes only and does not constitute, or form part
of, any invitation or offer to acquire, purchase or subscribe for
any securities of the Company. Shareholders and potential investors
should exercise caution when dealing in the securities of the
Company.
About Bilibili Inc.
Bilibili is an iconic brand and a leading video community with a
mission to enrich the everyday life of young generations in China.
Bilibili offers a wide array of video-based content with All the
Videos You Like as its value proposition. Bilibili builds its
community around aspiring users, high-quality content, talented
content creators and the strong emotional bond among them. Bilibili
pioneered the “bullet chatting” feature, a live commenting function
that has transformed the viewing experience by displaying thoughts
and feelings of other audience viewing the same video. It has now
become the welcoming home of diverse interests for young
generations in China and the frontier to promote Chinese culture
across the world.
For more information, please
visit: http://ir.bilibili.com.
Safe Harbor Statement
This announcement contains forward-looking statements. These
statements are made under the “safe harbor” provisions of the U.S.
Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by terminology such as
“will,” “expects,” “anticipates,” “aims,” “future,” “intends,”
“plans,” “believes,” “estimates,” “confident,” “potential,”
“continue,” or other similar expressions. Among other things,
Application For Conversion To Primary Listing, Proposed Grant of
Share Repurchase Mandate and Issuance Mandate, Proposed Amendments
to The 2018 Share Incentive Plan and Termination of The Global
Share Plan, and Proposed Adoption of New Articles of Association
contain forward-looking statements. Bilibili may also make written
or oral forward-looking statements in its periodic reports to the
U.S. Securities and Exchange Commission, in its interim and annual
reports to shareholders, in announcements, circulars or other
publications made on the website of The Stock Exchange of Hong Kong
Limited (the “Hong Kong Stock Exchange”), in press releases and
other written materials and in oral statements made by its
officers, directors or employees to third parties. Statements that
are not historical facts, including but not limited to statements
about Bilibili’s beliefs and expectations, are forward-looking
statements. Forward-looking statements involve inherent risks and
uncertainties. A number of factors could cause actual results to
differ materially from those contained in any forward-looking
statement, including but not limited to the following: the impact
of the COVID-19 pandemic on Bilibili’s business, results of
operations, financial condition, and stock price; Bilibili’s
strategies; Bilibili’s future business development, financial
condition and results of operations; Bilibili’s ability to retain
and increase the number of users, members and advertising
customers, provide quality content, products and services, and
expand its product and service offerings; competition in the online
entertainment industry; Bilibili’s ability to maintain its culture
and brand image within its addressable user communities; Bilibili’s
ability to manage its costs and expenses; PRC governmental policies
and regulations relating to the online entertainment industry,
general economic and business conditions globally and in China and
assumptions underlying or related to any of the foregoing. Further
information regarding these and other risks is included in the
Company’s filings with the Securities and Exchange Commission and
the Hong Kong Stock Exchange. All information provided in this
announcement and in the attachments is as of the date of the
announcement, and the Company undertakes no duty to update such
information, except as required under applicable law.
For investor and media inquiries, please
contact:
In China:Bilibili Inc.Juliet YangTel:
+86-21-2509-9255 Ext. 8523E-mail: ir@bilibili.com
The Piacente Group, Inc.Emilie WuTel:
+86-21-6039-8363E-mail: bilibili@tpg-ir.com
In the United States:The Piacente Group,
Inc.Brandi PiacenteTel:
+1-212-481-2050E-mail: bilibili@tpg-ir.com
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