嗶哩嗶哩2023年度報告（英文版）.pdf

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1、Table of Contents UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 FORM 20-F (Mark One)REGISTRATION STATEMENT PURSUANT TO SECTION 12(b)OR 12(g)OF THE SECURITIESEXCHANGE ACT OF 1934OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal

2、year ended December 31,2023OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OFOR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGEACT OF 1934Date of event requiring this shell company report For the transition period from to Commission f

3、ile number:001-38429 Bilibili Inc.(Exact Name of Registrant as Specified in Its Charter)N/A(Translation of Registrants Name Into English)Cayman Islands(Jurisdiction of Incorporation or Organization)Building 3,Guozheng Center,No.485 Zhengli Road,Yangpu DistrictShanghai,200433Peoples Republic of China

4、(Address of Principal Executive Offices)Xin Fan,Chief Financial OfficerBuilding 3,Guozheng Center,No.485 Zhengli Road,Yangpu DistrictShanghai,200433Peoples Republic of ChinaPhone:+86 21 25099255Email:(Name,Telephone,E-mail and/or Facsimile Number and Address of Company Contact Person)Securities regi

5、stered or to be registered pursuant to Section 12(b)of the Act:Title of Each Class TradingSymbol(s)Name of Each Exchangeon Which RegisteredAmerican depositary shares,each representingone Class Z ordinary share BILI Nasdaq Global Select MarketClass Z ordinary shares,par value US$0.0001per share 9626

6、The Stock Exchange of Hong Kong LimitedSecurities registered or to be registered pursuant to Section 12(g)of the act:NoneSecurities for which there is a reporting obligation pursuant to section 15(d)of the act:None Indicate the number of outstanding shares of each of the issuers classes of capital o

7、r common stock as of the close of the period covered by the annualreport:As of December 31,2023,there were 412,156,826 ordinary shares outstanding,par value$0.0001 per share,being the sum of 83,715,114 Class Yordinary shares and 328,441,712 Class Z ordinary shares(excluding 9,104,591 Class Z ordinar

8、y shares issued and reserved for future issuanceupon the exercising or vesting of awards granted under our share incentive plan).Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.YesNoIf this report is an annual or transition report

9、,indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d)of theSecurities Exchange Act of 1934.YesNoIndicate by check mark whether the registrant:(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934

10、during the preceding 12 months(or for such shorter period that the registrant was required to file such reports),and(2)has been subject to such filingrequirements for the past 90 days.YesNoIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required

11、 to be submitted pursuant to Rule 405 ofRegulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the registrant was required to submit suchfiles).YesNoIndicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-ac

12、celerated filer,or an emerging growth company.See definitions of“large accelerated filer,”“accelerated filer,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filer Non-accelerated filer Emerging growth company If an emerging growth company that prepa

13、re its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has electednot to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)ofthe Exchange Act.The term“new or revised fina

14、ncial accounting standard”refers to any update issued by the Financial Accounting Standards Board to itsAccounting Standards Codification after April 5,2012.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its i

15、nternalcontrol over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm thatprepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial stateme

16、nts of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrants

17、executive officers during the relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:U.S.GAAP International Financial Reporting Standards as issued Other by the Internation

18、al Accounting Standards Board If“Other”has been checked in response to the previous question,indicate by check mark which financial statement item the registrant has elected tofollow.Item 17Item 18If this is an annual report,indicate by check mark whether the registrant is a shell company(as defined

19、 in Rule 12b-2 of the Exchange Act).YesNo(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12,13 or 15(d)of the SecuritiesExchange Act of 1934 su

20、bsequent to the distribution of securities under a plan confirmed by a court.YesNo Table of ContentsTABLE OF CONTENTS INTRODUCTION 1 FORWARD-LOOKING STATEMENTS 4 Part I 5 Item 1.IDENTITY OF DIRECTORS,SENIOR MANAGEMENT AND ADVISERS 5 Item 2.OFFER STATISTICS AND EXPECTED TIMETABLE 5 Item 3.KEY INFORMA

21、TION 5 Item 4.INFORMATION ON THE COMPANY 76 Item 4A.UNRESOLVED STAFF COMMENTS 123 Item 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS 123 Item 6.DIRECTORS,SENIOR MANAGEMENT AND EMPLOYEES 142 Item 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 151 Item 8.FINANCIAL INFORMATION 153 Item 9.THE OFFE

22、R AND LISTING 154 Item 10.ADDITIONAL INFORMATION 155 Item 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 171 Item 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 172 Part II 177 Item 13.DEFAULTS,DIVIDEND ARREARAGES AND DELINQUENCIES 177 Item 14.MATERIAL MODIFICATIONS TO THE

23、RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 177 Item 15.CONTROLS AND PROCEDURES 177 Item 16A.AUDIT COMMITTEE FINANCIAL EXPERT 178 Item 16B.CODE OF ETHICS 178 Item 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES 178 Item 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 178 Item 16E.PURCHA

24、SES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 178 Item 16F.CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT 178 Item 16G.CORPORATE GOVERNANCE 179 Item 16H.MINE SAFETY DISCLOSURE 179 Item 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 179 Item 16J.INSIDER TRADIN

25、G POLICIES 179 Item 16K.CYBERSECURITY 179 Part III 181 Item 17.FINANCIAL STATEMENTS 181 Item 18.FINANCIAL STATEMENTS 181 Item 19.EXHIBITS 181 SIGNATURES 183 iTable of ContentsINTRODUCTIONUnless otherwise indicated and except where the context otherwise requires,all discrepancies in any table between

26、 the amounts identified as totalamounts and the sum of the amounts listed herein are due to rounding,and references in this annual report on Form 20-F to:“ADRs”are to the American depositary receipts that evidence the ADSs;“ADSs”are to the American depositary shares,each of which represents one Clas

27、s Z ordinary share;“average daily time spent per active user on our mobile apps”for a period is calculated by dividing the total time spent on our mobile apps(including smart TV and other smart devices)during the specified period(excluding time spent on Bilibili operating games,Bilibili Comicand Mao

28、er)by the average number of active users per day during such period,further divided by the number of days during the specifiedperiod;“average monthly interactions”for a period is calculated by dividing the total number of interactions based on our interaction features suchas bullet chats,commentarie

29、s,following,favorites,sharing,bilibili moment posts,likes,messaging,coin casting and virtual gifting,duringthe specified period by the number of months in such period;“Bilibili”are to Bilibili Inc.,our holding company incorporated in the Cayman Islands as an exempted company with limited liability;“

30、we,”“us,”“our company”and“our”are to Bilibili Inc.and its subsidiaries,and,in the context of describing our operations andconsolidated financial information,the variable interest entities,or the VIEs,in China and their subsidiaries(which are collectivelyreferred to as the Consolidated Affiliated Ent

31、ities),including,but not limited to,Shanghai Hode Information Technology Co.,Ltd.,orHode Information Technology,Shanghai Kuanyu Digital Technology Co.,Ltd.,or Shanghai Kuanyu,Shanghai Chaodian CultureCommunication Co.,Ltd.,or Chaodian Culture,and their subsidiaries;“bullet chat”or“bullet chatting”ar

32、e to a commenting function that enables content viewers to send comments that fly across the screenlike bullets,which we refer to as bullet chats herein.Bullet chats are context-based and can be viewed by the audiences who watch thesame content,and therefore can intrigue interactive commenting among

33、 content viewers.Only official member can send bullet chats on ourplatform;“China”or the“PRC”are to the Peoples Republic of China;“Class Y ordinary shares”are to our Class Y ordinary shares,par value US$0.0001 per share;“Class Z ordinary shares”are to our Class Z ordinary shares,par value US$0.0001

34、per share;“CSRC”are to the China Securities Regulatory Commission;“daily active users”or“DAU”are to the sum of active users on our mobile apps and on PC during a given period.Starting from the secondquarter of 2022,we calculate active users on mobile apps based on the number of mobile devices(includ

35、ing smart TV and other smartdevices)that have launched our mobile apps during a given period.Active users on PC refer to the sum of valid logged-in users who visitour website at on PC and who engage in PC application during a given period,after eliminating duplicates;“Generation Z+,”“Gen Z+”or“young

36、er generations”are to,for the purposes of this annual report only,the demographic cohort ofindividuals in China born between 1985 and 2009;“HK$,”“Hong Kong dollars”or“HK dollars”are to Hong Kong dollars,the lawful currency of Hong Kong;“Hong Kong,”“HK”or“Hong Kong S.A.R.”are to the Hong Kong Special

37、 Administrative Region of the PRC;1Table of Contents “Hong Kong Listing Rules”are to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited,asamended or supplemented from time to time;“Hong Kong Stock Exchange”are to The Stock Exchange of Hong Kong Limited;“Main Boa

38、rd”are to the stock market(excluding the option market)operated by the Hong Kong Stock Exchange which is independentfrom and operated in parallel with the Growth Enterprise Market of the Hong Kong Stock Exchange;“monthly active users”or“MAU”are to the sum of active users on our mobile apps and on PC

39、 during a given period.Starting from thesecond quarter of 2022,we calculate active users on mobile apps based on the number of mobile devices(including smart TV and othersmart devices)that have launched our mobile apps during a given period.Active users on PC refer to the sum of valid logged-in user

40、s whovisit our website at on PC and who engage in PC application during a given period,after eliminating duplicates;“occupationally generated videos”or“OGV”are to Bilibili-produced or jointly produced content and licensed content procured from third-party production companies;“official members”are t

41、o users who pass our multiple-choice membership exam consisting of 100 questions,after which additionalinteractive and community features,such as bullet chatting and commenting,will become available to them;“our platform”are to“Bilibili”mobile apps,websites,Smart TV,Bilibili Comic,Maoer and a variet

42、y of related features,functionalities,tools and services that we provide to users and content creators;“paying users”on our platform are to users who make payments for various products and services on our platform,including purchases inmobile games offered on our platform and payments for VAS(exclud

43、ing purchases on our e-commerce platform).A user who makespayments across different products and services offered on our platform using the same registered account is counted as one paying userand we add the number of paying users of Maoer towards our total paying users without eliminating duplicate

44、s.Starting from the secondquarter of 2022,we add the number of paying users of smart TVs toward our total paying users without eliminating duplicates;and“average monthly paying users”for a period is calculated by dividing the sum of monthly paying users during the specified period by thenumber of mo

45、nths in such period;“premium members”are to members who have subscribed to our premium membership,which allows these members to enjoy exclusive oradvance access to our premium content.We calculate premium members based on the number of members whose premium package is stillvalid by the last day of a

46、 given month;“professional user generated videos”or“PUGV”are to videos generated by users with a certain level of professional production andediting capabilities,substantially all of which are creative in nature;“retention rate,”as applied to any cohort of users who visit our platform in a given per

47、iod,are to the percentage of these users who make atleast one repeat visit after a certain duration,and the“12th-month retention rate”for any cohort of users in a given month is the retentionrate in the twelfth month after the applicable month;“RMB”and“Renminbi”are to the legal currency of China;“sh

48、ares”or“ordinary shares”are to our Class Y and Class Z ordinary shares,par value US$0.0001 per share;“Story Mode”are to our short-form video product within“Bilibili”mobile apps;“total user time spent”are to the total time users spent on our mobile apps during a given period,which is the result of av

49、erage daily timespent per active user on our mobile apps multiplied by DAUs and further multiplied by the number of days in such period;2Table of Contents “US$,”“U.S.dollars,”“$,”and“dollars”are to the legal currency of the United States;“VAS”are to value-added services,including premium membership,

50、live broadcasting,Bilibili Comics,and Maoer;“video-based content”are to,for the purposes of this annual report only,video content on video-centric platforms and non-video-centricplatforms as well as mobile games.Non-video-centric platforms include social media,instant messaging,e-commerce,browser,an

51、d otherkind of platforms;and “videolization”are to the trend of video integrating into the scenarios of everyday life.Our reporting currency is the Renminbi because our business is mainly conducted in mainland China and a substantial majority of our revenues isdenominated in Renminbi.This annual rep

52、ort contains translations of Renminbi amounts into U.S.dollars at specific rates solely for the convenience ofthe reader.The conversion of Renminbi into U.S.dollars in this annual report is based on the exchange rate set forth in the H.10 statistical release of theBoard of Governors of the Federal R

53、eserve System.Unless otherwise noted,all translations from Renminbi to U.S.dollars and from U.S.dollars toRenminbi in this annual report were made at a rate of RMB7.0999 to US$1.00,the exchange rate on December 29,2023 set forth in the H.10 statisticalrelease of the Board of Governors of the Federal

54、 Reserve System.We make no representation that any Renminbi or U.S.dollars amounts could havebeen,or could be,converted into U.S.dollars or Renminbi,as the case may be,at any particular rate,or at all.The PRC government imposes controlover its foreign currency reserves in part through direct regulat

55、ion of the conversion of Renminbi into foreign exchange and through restrictions onforeign trade.3Table of ContentsFORWARD-LOOKING STATEMENTSThis annual report on Form 20-F contains forward-looking statements that reflect our current expectations and views of future events.Thesestatements involve kn

56、own and unknown risks,uncertainties and other factors that may cause our actual results,performance or achievements to bematerially different from those expressed or implied by the forward-looking statements.These statements are made under the“safe harbor”provisions ofthe U.S.Private Securities Liti

57、gations Reform Act of 1995.You can identify some of these forward-looking statements by words or phrases such as“may,”“will,”“expect,”“anticipate,”“aim,”“estimate,”“intend,”“plan,”“believe,”“is/are likely to,”“potential,”“continue”or other similar expressions.We have based these forward-looking stat

58、ementslargely on our current expectations and projections about future events that we believe may affect our financial condition,results of operations,businessstrategy and financial needs.These forward-looking statements include statements relating to:our goals and strategies;our future business dev

59、elopment,financial conditions and results of operations;the expected growth of the online entertainment industries in mainland China;our expectations regarding demand for and market acceptance of our products and services;our expectations regarding our relationships with users,content providers,game

60、 developers and publishers,advertisers and other partners;competition in our industry;relevant government policies and regulations relating to our industry;the outcome of any current and future litigation or legal or administrative proceedings;and other factors described under“Item 3.Key Information

61、D.Risk Factors.”You should read this annual report and the documents that we refer to in this annual report and have filed as exhibits to this annual reportcompletely and with the understanding that our actual future results may be materially different from what we expect.Other sections of this annu

62、alreport discuss factors which could adversely impact our business and financial performance.Moreover,we operate in an evolving environment.Newrisk factors emerge from time to time and it is not possible for our management to predict all risk factors,nor can we assess the impact of all factors onour

63、 business or the extent to which any factor,or combination of factors,may cause actual results to differ materially from those contained in anyforward-looking statements.We qualify all of our forward-looking statements by these cautionary statements.You should not rely upon forward-looking statement

64、s as predictions of future events.The forward-looking statements made in this annual reportrelate only to events or information as of the date on which the statements are made in this annual report.Except as required by law,we undertake noobligation to update or revise publicly any forward-looking s

65、tatements,whether as a result of new information,future events or otherwise,after the dateon which the statements are made or to reflect the occurrence of unanticipated events.4Table of ContentsPART I ITEM1.IDENTITY OF DIRECTORS,SENIOR MANAGEMENT AND ADVISERSNot applicable.ITEM2.OFFER STATISTICS AND

66、 EXPECTED TIMETABLENot applicable.ITEM3.KEY INFORMATIONOur Holding Company Structure and Contractual Arrangements with the VIEsBilibili Inc.is not a Chinese operating company but a Cayman Islands holding company with no equity ownership in its VIEs.We conduct ouroperations primarily through our PRC

67、subsidiaries,the VIEs and their subsidiaries in mainland China.PRC laws and regulations prohibit foreigninvestment in internet cultural business(except for music),the internet audio-visual program business,the radio and television program production andoperation business,and the production of audio-

68、visual products and/or electronic publications.Accordingly,we operate these businesses in mainlandChina through the VIEs,and rely on contractual arrangements among our PRC subsidiaries,the VIEs and their shareholders,as applicable,to control thebusiness operations of the VIEs.Revenues contributed by

69、 the VIEs accounted for 74.5%,73.4%and 69.4%of our total revenues for the years of 2021,2022 and 2023,respectively.As used in this annual report,“Bilibili”refers to Bilibili Inc.,our Cayman Islands holding company;“we,”“us,”“ourcompany”and“our”refers to Bilibili and its subsidiaries,and,in the conte

70、xt of describing our operations and consolidated financial information,theVIEs 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

71、 operations;Shanghai Kuanyu,whose control we obtained in July 2014to further expand our operations;and Chaodian Culture,whose control we obtained in July 2019 to enrich our offerings,and their subsidiaries.The following chart illustrates our companys organizational structure,including our principal

72、subsidiaries and the Consolidated Affiliated Entitiesas of the date of this annual report:5Table 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.(2)Shanghai Kuanyu has three subsidiaries.

73、(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 dateof this annual report.Mr.Chen is our controlling shareholder,the chairman of our board of directors and our chief executive officer.Ms.Li is thevice chairwoman of o

74、ur board of directors and chief operating officer.Mr.Xu is our founder,director and president.(4)Hode Information Technology has 26 subsidiaries.(5)Mr.Rui Chen,Ms.Ni Li,Mr.Yi Xu,Mr.Xujun Chai,Shanghai Kuanyu and Hode Information Technology hold 31.2%,6.8%,9.5%,5.1%,44.6%and 2.8%equity interests in C

75、haodian Culture,respectively,as of the date of this annual report.Holders of our Class Z ordinary shares or the ADSs hold equity interest in Bilibili Inc.,our Cayman Islands holding company,and do not havedirect or indirect equity interests in the VIEs and their subsidiaries.A series of contractual

76、agreements,including powers of attorney,equity pledgeagreements,letter of undertakings,exclusive business cooperation agreements,and exclusive option agreements,have been entered into by and amongour subsidiaries,the VIEs and their respective shareholders,as applicable.Terms contained in each set of

77、 contractual arrangements with the VIEs andtheir respective shareholders are substantially similar.As a result of the contractual arrangements,we have effective control over and are considered theprimary beneficiary of these companies,and we have consolidated the financial results of these companies

78、 in our consolidated financial statements.Formore details of these contractual arrangements,see“Item 4.Information on the CompanyC.Organizational StructureAgreements that provide useffective control over the relevant VIEs.”6Table of ContentsHowever,the contractual arrangements may not be as effectiv

79、e as direct ownership in providing us with control over the VIEs and we may incursubstantial costs to enforce the terms of the arrangements.In addition,these agreements have not been tested in PRC courts.See“Item 3.KeyInformationD.Risk FactorsRisks Related to Our Corporate StructureWe rely on contra

80、ctual arrangements with the VIEs and their shareholdersfor our operations in mainland China,which may not be as effective in providing operational control as direct ownership”and“Item 3.Key InformationD.Risk FactorsRisks Related to Our Corporate StructureThe shareholders of the VIEs may have potenti

81、al conflicts of interest with us,whichmay materially and adversely affect our business.”There are also substantial uncertainties regarding the interpretation and application of current and future PRC laws,regulations and rules regardingthe status of the rights of Bilibili,a Cayman Islands holding co

82、mpany,with respect to its contractual arrangements with the VIEs and their individualshareholders.It is uncertain whether any new PRC laws or regulations relating to VIE structures will be adopted or if adopted,what they would provide.If we or any of the existing or past VIEs is found to be in viola

83、tion of any existing or future PRC laws or regulations,or fail to obtain or maintain any ofthe required permits or approvals,the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations orfailures.See“Item 3.Key InformationD.Risk FactorsRisks Rel

84、ated to Our Corporate StructureIf the PRC government finds that the agreementsthat establish the structure for operating our businesses in mainland China do not comply with PRC regulations on foreign investment in internet andother related businesses,or if these regulations or their interpretation c

85、hange in the future,we could be subject to severe penalties or be forced torelinquish our interests in those operations”and“Item 3.Key InformationD.Risk FactorsRisks Related to Our Corporate StructureSubstantialuncertainties exist with respect to how the Foreign Investment Law may impact the viabili

86、ty of our current corporate structure and operations.”Our corporate structure is subject to risks associated with our contractual arrangements with the VIEs.If the PRC government deems that ourcontractual arrangements with the VIEs do not comply with PRC regulatory restrictions on foreign investment

87、 in the relevant industries,or if theseregulations or the interpretation of existing regulations change or are interpreted differently in the future,we could be subject to severe penalties or beforced to relinquish our interests in those operations.Bilibili,its PRC subsidiaries and the VIEs,and inve

88、stors of Bilibili face uncertainty about potentialfuture actions by the PRC government that could affect the enforceability of the contractual arrangements with the VIEs and,consequently,significantlyaffect the financial performance of the VIEs and our company as a whole.For a detailed description o

89、f the risks associated with our corporate structure,please refer to risks disclosed under“Item 3.Key InformationD.Risk FactorsRisks Related to Our Corporate Structure.”PRC governments significant authority in regulating our operations and its oversight and control over offerings conducted overseas b

90、y,andforeign investment in,China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors.Implementation of industry-wide regulations,including data security or anti-monopoly related regulations,in this nature may cause the value

91、of suchsecurities to significantly decline or be of little or no value.For more details,see“Item 3.Key InformationD.Risk FactorsRisks Related to DoingBusiness in ChinaThe PRC governments significant oversight over our business operation could result in a material adverse change in our operationsand

92、the value of our Class Z ordinary shares and the ADSs.”Risks and uncertainties arising from the legal system in mainland China,including risks and uncertainties regarding the enforcement of laws andquickly evolving rules and regulations in mainland China,could result in a material adverse change in

93、our operations and the value of our securities.Formore details,see“Item 3.Key InformationD.Risk FactorsRisks Related to Doing Business in ChinaUncertainties in the interpretation andenforcement of PRC laws and regulations could limit the legal protections available to you and us.”Permissions Require

94、d from the PRC Authorities for Our OperationsWe conduct our business primarily through our subsidiaries,the VIEs and their subsidiaries in mainland China.Our operations in mainland Chinaare governed by PRC laws and regulations.As of the date of this annual report,our PRC subsidiaries,the VIEs and th

95、eir subsidiaries have obtained therequisite licenses and permits from the PRC government authorities that are material for the business operations of Bilibili,its PRC subsidiaries,theVIEs and their subsidiaries in mainland China,including,among others,Value-added Telecommunication Business Licenses,

96、a License for OnlineTransmission of Audio-Visual Programs,Online Culture Operating Permits and Licenses for Production and Operation of Radio and TelevisionProgram.Given the uncertainties of interpretation and implementation of relevant laws and regulations and the enforcement practice by relevantgo

97、vernment authorities,we may be required to obtain additional licenses,permits,filings or approvals for the functions and services of our platform inthe future.For more detailed information,see“Item 3.Key InformationD.Risk FactorsRisks Related to Our Business and IndustryWe faceuncertainties with res

98、pect to the enactment,interpretation and implementation of Notice 78 and Notice 3”and“Item 3.Key InformationD.RiskFactorsRisks Related to Our Business and IndustryIf we fail to obtain and maintain the licenses and approvals required within the complexregulatory environment applicable to our business

99、es in mainland China,or if we are required to take compliance actions that are time-consuming orcostly,our business,financial condition and results of operations may be materially and adversely affected.”7Table of ContentsFurthermore,the PRC government has indicated an intent to exert more oversight

100、 and control over offerings that are conducted overseas and/orforeign investment in China-based issuers.On February 17,2023,the CSRC released the Trial Administrative Measures of Overseas Securities Offeringand Listing by Domestic Companies and five supporting guidelines,effective March 31,2023.On M

101、ay 26,2023,the CSRC promulgated anothersupporting guideline,which came into effect on the same date.According to these measures,mainland China companies that directly or indirectly offeror list their securities in an overseas market are required to file with the CSRC.An overseas listed company must

102、also submit the filing with respect toits follow-on offerings,issuance of convertible corporate bonds and exchangeable bonds,and other equivalent offering activities,within a specific timeframe requested under these measures.Therefore,we will be required to file with the CSRC for our overseas offeri

103、ng of equity and equity linkedsecurities in the future within the applicable scope of these measures.For more detailed information,see“Item 3.Key InformationD.Risk FactorsRisks Related to Doing Business in ChinaThe approval of,or report and filings with the CSRC or other PRC government authorities m

104、ay be requiredin 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 suchapproval or complete such filing and report process.”The Holding Foreign Companies Accountable ActPursuant to the Holding Foreign Companies Ac

105、countable Act,or the HFCAA,if the SEC determines that we have filed audit reports issued by aregistered public accounting firm that has not been subject to inspection by the PCAOB for two consecutive years,the SEC will prohibit our shares orADSs from being traded on a national securities exchange or

106、 in the over-the-counter trading market in the United States.On December 16,2021,thePCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered publicaccounting firms headquartered in mainland China and Hong Kong,and our audi

107、tor 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 onForm 20-F for the fiscal year ended December 31,2021.On December 15,2022,the PCAOB issued a report that vacated its December

108、16,2021determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completelyregistered public accounting firms.As of the date of this annual report,the PCAOB has not issued any new determination that it is unable to inspect orin

109、vestigate completely registered public accounting firms headquartered in any jurisdiction.For this reason,we do not expect to be identified as aCommission-Identified Issuer under the HFCAA after we file this annual report on Form 20-F.Each year,the PCAOB will determine whether it can inspect and inv

110、estigate completely audit firms in mainland China and Hong Kong,amongother jurisdictions.If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms inmainland China and Hong Kong and we continue to use an accounting firm headquarter

111、ed in one of these jurisdictions to issue an audit report on ourfinancial statements filed with the SEC,we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-Ffor the relevant fiscal year.In accordance with the HFCAA,our securities would be pro

112、hibited from being traded on a national securities exchange or inthe 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 Exchan

113、ge and the ADSs and the Class Z ordinary shares are fullyfungible,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 thatthe ADSs can be converted and traded with sufficient market recognition and liquidity,if our s

114、hares and ADSs are prohibited from trading in the UnitedStates.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 todo so,and the risk and uncertainty associated with delisting would have a negative impact on t

115、he price of our ADSs.Also,such a prohibition wouldsignificantly affect our ability to raise capital on terms acceptable to us,or at all,which would have a material adverse impact on our business,financialcondition,and prospects.See also“Item 3.Key InformationD.Risk FactorsRisks Related to Doing Busi

116、ness in ChinaThe PCAOB hadhistorically 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 thepast had deprived our investors with the benefits of such inspections”and“Item 3.Key InformationD.Risk FactorsRisks Rel

117、ated to DoingBusiness in ChinaOur ADSs may be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act,or theHFCAA,in the future if the PCAOB is unable to inspect or investigate completely auditors located in China.The delisting of the ADSs,or the threat ofthe

118、ir being delisted,may materially and adversely affect the value of your investment.”8Table of ContentsCash and Asset Flows Through Our OrganizationBilibili Inc.transfers cash to its wholly owned Hong Kong subsidiaries,by making capital contributions or providing loans,and the Hong Kongsubsidiaries t

119、ransfer cash to the subsidiaries in mainland China by making capital contributions or providing loans to them.Because Bilibili Inc.and itssubsidiaries control the VIEs through contractual arrangements,they are not able to make direct capital contribution to the VIEs and their subsidiaries.However,th

120、ey may transfer cash to the VIEs by loans or by making payments to the VIEs for inter-group transactions.For the years ended December 31,2021,2022 and 2023,Bilibili Inc.,through its intermediate holding companies,had provided capitalcontribution and loans of RMB7.6 billion,RMB10.8 billion and nil,re

121、spectively,to its subsidiaries in mainland China.For the years ended December 31,2021,2022 and 2023,the VIEs received debt financings of RMB3.3 billion,RMB1.9 billion,and nil,respectively,from our offshore subsidiaries and our WFOEs.For the years ended December 31,2021,2022 and 2023,the VIEs repaid

122、debt financingsof nil,nil,and RMB0.7 billion(US$98.0 million),respectively,to our offshore subsidiaries and our WFOEs.The VIEs may transfer cash to our WFOEs by paying consulting and services charges according to the exclusive business cooperation agreement,and the VIEs may receive cash from our WFO

123、Es under business agreements.For the years ended December 31,2021,2022 and 2023,the VIEs receivedcash of RMB1.0 billion,RMB3.3 billion and RMB1.1 billion(US$149.5 million)from WFOEs,respectively,pursuant to these agreements.For the years ended December 31,2021,2022 and 2023,no dividends or distribut

124、ions were made to Bilibili Inc.by our subsidiaries.Under PRClaws and regulations,our PRC subsidiaries and the VIEs are subject to certain restrictions with respect to paying dividends or otherwise transferring anyof their net assets to us.Remittance of dividends by a wholly foreign-owned enterprise

125、out of mainland China is also subject to examination by thebanks designated by SAFE.The amounts restricted include the paid-up capital and the statutory reserve funds of our PRC subsidiaries and the net assetsof the VIEs in which we have no legal ownership,totaling RMB3.8 billion,RMB7.8 billion and

126、RMB6.5 billion(US$0.9 billion)as of December 31,2021,2022 and 2023,respectively.Furthermore,cash transfers from our PRC subsidiaries to entities outside of mainland China are subject to PRCgovernment control of currency conversion.Shortages in the availability of foreign currency may temporarily del

127、ay the ability of our PRC subsidiariesand the VIEs to remit sufficient foreign currency to pay dividends or other payments to us,or otherwise satisfy their foreign currency denominatedobligations.For risks related to the fund flows of our operations in mainland China,see“Item 3.Key InformationRisk F

128、actorsRisks Related toDoing Business in ChinaWe may rely on dividends paid by our PRC subsidiaries to fund cash and financing requirements.Any limitation on theability of our PRC subsidiaries to pay dividends to us could have a material adverse effect on our ability to conduct our business and to pa

129、y dividends toour shareholders and ADS holders.”In the years ended December 31,2021,2022 and 2023,no assets other than cash were transferred through our organization.Bilibili Inc.has not declared or paid any cash dividends,nor does it have any present plan to pay any cash dividends on its ordinary s

130、hares in theforeseeable future.We currently intend to retain most,if not all,of our available funds and any future earnings to operate and expand our business.See“Item 8.Financial InformationA.Consolidated Statements and Other Financial InformationDividend Policy.”For the Cayman Islands,PRC andU.S.f

131、ederal income tax considerations applicable to an investment in our Class Z ordinary shares or the ADSs,see“Item 10.Additional InformationE.Taxation.”For purposes of illustration,the following discussion reflects the hypothetical taxes that might be required to be paid within mainlandChina and Hong

132、Kong,assuming that:(i)we have taxable earnings,and(ii)we determine to pay a dividend in the future:9Table of Contents Taxation Calculation(1)Hypothetical pre-tax earnings(2)100.0%Tax on earnings at statutory rate of 25%(3)(25.0)%Net earnings available for distribution 75.0%Withholding tax at standar

133、d rate of 10%(4)(7.5)%Net distribution to Parent/Shareholders 67.5%Notes:(1)For purposes of this example,the tax calculation has been simplified.The hypothetical book pre-tax earnings amount,not considering timingdifferences,is assumed to equal Chinese taxable income.(2)Under the terms of VIE agreem

134、ents,our PRC subsidiaries may charge the VIEs for services provided to VIEs.These fees shall be recognized asexpenses of the VIEs,with a corresponding amount as service income by our PRC subsidiaries and eliminate in consolidation.For income taxpurposes,our PRC subsidiaries and the VIEs file income

135、tax returns on a separate company basis.The fees paid are recognized as a tax deductionby 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.However,such rate is subject toqu

136、alification,temporary in nature,and may not be available in a future period when distributions are paid.For purposes of this hypotheticalexample,the table above reflects a maximum tax scenario under which the full statutory rate would be effective.(4)The PRC Enterprise Income Tax Law imposes a withh

137、olding income tax of 10%on dividends distributed by a company in mainland China to itsimmediate holding company outside of mainland China.A lower withholding income tax rate of 5%is applied if the immediate holding companyis registered in Hong Kong or other jurisdictions that have a tax treaty arran

138、gement with mainland China,subject to specific qualificationrequirements at the time of the distribution.For purposes of this hypothetical example,the table above assumes a maximum tax scenario underwhich the full withholding tax would be applied even though we have Hong Kong subsidiaries and would

139、likely make any dividends throughthem.The table above has been prepared under the assumption that all profits of the VIEs will be distributed as fees to our PRC subsidiaries under taxneutral contractual arrangements.If in the future,the accumulated earnings of the VIEs exceed the fees paid to our PR

140、C subsidiaries(or if the currentand contemplated fee structure between the intercompany entities is determined to be non-substantive and disallowed by Chinese tax authorities),theVIEs could,as a matter of last resort,make a non-deductible transfer to our PRC subsidiaries for the amounts of the stran

141、ded cash in the VIEs.Thiswould result in such transfer being non-deductible expenses for the VIEs but still taxable income for the PRC subsidiaries.Such a transfer and therelated tax burdens would reduce our after-tax income to approximately 50.6%of the pre-tax income.Our management believes that th

142、ere is only aremote possibility that this scenario would happen.Financial Information Related to the Consolidated Affiliated EntitiesThe following table presents the condensed consolidating schedule of financial information of Bilibili Inc.,its wholly owned subsidiaries that arethe primary beneficia

143、ries of the VIEs,and our other subsidiaries,the VIEs and the VIEs subsidiaries as of the dates presented.Selected Condensed Consolidating Statements of Operations and Comprehensive Loss Data For the Year Ended December 31,2023 Bilibili Inc.Other Subsidiaries Primary Beneficiaries of VIEs VIEs and VI

144、Es Subsidiaries Eliminating adjustments Consolidated Totals (RMB,in thousands)Third-party revenues 324,311 7,561,315 14,642,361 22,527,987 Inter-company consulting and services revenues(1)574,016 7,583 (581,599)Other inter-company revenues(2)4,396,102 263,216 990,698 (5,650,016)Total revenues 5,294,

145、429 7,832,114 15,633,059 (6,231,615)22,527,987 Third-party costs and expenses (43,924)(7,832,837)(4,123,477)(15,591,936)(27,592,174)Inter-company consulting and services costs and expenses(1)(581,599)581,599 Other inter-company costs and expenses(2)(774,232)(4,593,059)(282,725)5,650,016 Total costs

146、and expenses (43,924)(8,607,069)(8,716,536)(16,456,260)6,231,615 (27,592,174)Net loss from subsidiaries and net loss of VIEs and VIEssubsidiaries(3)(4,745,316)(1,799,844)(1,127,131)7,672,291 (Loss)/Gain from non-operations (33,081)376,362 250,920 (263,022)331,179 Loss before income tax expenses (4,8

147、22,321)(4,736,122)(1,760,633)(1,086,223)7,672,291 (4,733,008)Income tax (8,173)(39,211)(31,321)(78,705)Net loss (4,822,321)(4,744,295)(1,799,844)(1,117,544)7,672,291 (4,811,713)Net profit attributable to noncontrolling interests (1,021)(9,587)(10,608)Net loss attributable to Bilibili Inc.s sharehold

148、ers (4,822,321)(4,745,316)(1,799,844)(1,127,131)7,672,291 (4,822,321)10Table of Contents For the Year Ended December 31,2022 Bilibili Inc.Other Subsidiaries Primary Beneficiaries of VIEs VIEs and VIEs Subsidiaries Eliminating adjustments Consolidated Totals (RMB,in thousands)Third-party revenues 319

149、,909 6,702,619 14,876,639 21,899,167 Inter-company consulting and services revenues(1)726,875 (726,875)Other inter-company revenues(2)3,065,560 428,674 1,198,107 (4,692,341)Total revenues 4,112,344 7,131,293 16,074,746 (5,419,216)21,899,167 Third-party costs and expenses (30,558)(7,410,249)(4,379,43

150、9)(18,436,865)(30,257,111)Inter-company consulting and services costs and expenses(1)(726,875)726,875 Other inter-company costs and expenses(2)(861,726)(3,411,948)(418,667)4,692,341 Total costs and expenses (30,558)(8,271,975)(7,791,387)(19,582,407)5,419,216 (30,257,111)Net loss from subsidiaries an

151、d net loss of VIEs and VIEssubsidiaries(3)(7,685,211)(4,520,307)(3,856,817)16,062,335 Gain/(Loss)from non-operations 218,756 994,357 9,907 (268,584)954,436 Loss before income tax expenses (7,497,013)(7,685,581)(4,507,004)(3,776,245)16,062,335 (7,403,508)Income tax (1,182)(13,303)(89,660)(104,145)Net

152、 loss (7,497,013)(7,686,763)(4,520,307)(3,865,905)16,062,335 (7,507,653)Net loss attributable to noncontrolling interests 1,552 9,088 10,640 Net loss attributable to Bilibili Inc.s shareholders (7,497,013)(7,685,211)(4,520,307)(3,856,817)16,062,335 (7,497,013)For the Year Ended December 31,2021 Bili

153、bili Inc.Other Subsidiaries Primary Beneficiaries of VIEs VIEs and VIEs Subsidiaries Eliminating adjustments Consolidated Totals (RMB,in thousands)Third-party revenues 258,686 6,257,462 12,867,536 19,383,684 Inter-company consulting and services revenues(1)590,905 2,367 (593,272)Other inter-company

154、revenues(2)2,054,227 403,379 1,574,896 (4,032,502)Total revenues 2,903,818 6,663,208 14,442,432 (4,625,774)19,383,684 Third-party costs and expenses (12,405)(5,448,830)(4,068,228)(16,283,295)(25,812,758)Inter-company consulting and services costs and expenses(1)(593,272)593,272 Other inter-company c

155、osts and expenses(2)(515,329)(3,246,077)(271,096)4,032,502 Total costs and expenses (12,405)(5,964,159)(7,314,305)(17,147,663)4,625,774 (25,812,758)Net loss from subsidiaries and net loss of VIEs and VIEssubsidiaries(3)(6,713,764)(3,518,404)(2,897,007)13,129,175 (Loss)/Gain from non-operations (63,0

156、59)(110,321)52,150 (163,146)(284,376)Loss before income tax expenses (6,789,228)(6,689,066)(3,495,954)(2,868,377)13,129,175 (6,713,450)Income tax (33,842)(22,450)(38,997)(95,289)Net loss (6,789,228)(6,722,908)(3,518,404)(2,907,374)13,129,175 (6,808,739)Net loss attributable to noncontrolling interes

157、ts 9,144 10,367 19,511 Net loss attributable to Bilibili Inc.s shareholders (6,789,228)(6,713,764)(3,518,404)(2,897,007)13,129,175 (6,789,228)11Table of ContentsSelected Condensed Consolidating Balance Sheets Data As of December 31,2023 Bilibili Inc.Other Subsidiaries Primary Beneficiaries of VIEs V

158、IEs 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

159、 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,

160、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 1,219,35

161、5 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 com

162、panies(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

163、 14,580,399 14,593,184 20,038,653 (36,823,423)18,754,800 Total Bilibili Incs 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)11,10

164、5,849 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 12Table of Contents As of December 31,2022 Bilibili Inc.Other Subsidiaries Primary Beneficiaries of VIEs VIEs and VIEs Subsidiaries Eliminating adjustments Consolida

165、ted Totals (RMB,in thousands)Cash and cash equivalents 270,138 6,422,618 1,889,388 1,590,440 10,172,584 Time deposits 4,067,326 696,460 4,186 4,767,972 Restricted cash 14,803 14,803 Accounts receivable,net 114,653 594,004 619,927 1,328,584 Amounts due from Group companies(4)22,313,954 12,925,846 10,

166、386,526 507,849 (46,134,175)Amount due from related parties 1,466,848 8,215 119,857 1,594,920 Prepayments and other current assets 61,631 324,557 680,482 883,903 1,950,573 Short-term investments 1,091,044 2,358,697 901,371 272,340 4,623,452 Long-term investments,net 1,157,990 2,344,475 295,813 1,852

167、,740 5,651,018 Investment in subsidiaries and net assets of VIEs and VIEssubsidiaries 226,249 (226,249)Other non-current assets 4,486,293 1,388,056 5,852,315 11,726,664 Total assets 29,188,332 31,155,250 16,143,855 11,703,557 (46,360,424)41,830,570 Accounts payable 117,183 722,281 3,452,192 4,291,65

168、6 Salary and welfare payables 1,003,659 54,081 343,786 1,401,526 Taxes payable 101,278 49,804 165,162 316,244 Short-term loan and current portion of long-term debt 5,137,633 883,753 200,000 400,000 6,621,386 Deferred revenue 32,513 20,156 628,115 2,138,539 2,819,323 Accrued liabilities and other pay

169、ables 97,208 829,858 76,708 531,188 1,534,962 Amounts due to Group companies(4)24,157,903 9,560,512 12,415,760 (46,134,175)Amounts due to related parties 80,378 27,929 108,307 Other long-term payable 8,683,150 534,935 9,871 269,623 9,497,579 Deficit in subsidiaries and net loss of VIEs and VIEs subs

170、idiaries(3)3,199,755 8,042,238 (11,241,993)Total liabilities 13,950,504 30,928,858 19,343,610 19,744,179 (57,376,168)26,590,983 Total Bilibili Incs Shareholders equity/(deficit)(3)15,237,828 226,249 (3,199,755)(8,042,238)11,015,744 15,237,828 Noncontrolling interests 143 1,616 1,759 Total shareholde

171、rs equity/(deficit)15,237,828 226,392 (3,199,755)(8,040,622)11,015,744 15,239,587 Total liabilities and shareholders equity/(deficit)29,188,332 31,155,250 16,143,855 11,703,557 (46,360,424)41,830,570 As of December 31,2021 Bilibili Inc.Other Subsidiaries Primary Beneficiaries of VIEs VIEs and VIEs S

172、ubsidiaries Eliminating adjustments Consolidated Totals (RMB,in thousands)Cash and cash equivalents 1,748,896 4,956,403 440,695 377,114 7,523,108 Time deposits 7,625,337 6,997 7,632,334 Accounts receivable,net 79,350 778,667 524,311 1,382,328 Amounts due from Group companies(4)23,306,176 9,329,586 8

173、,680,893 391,951 (41,708,606)Amount due from related parties 1,937,592 1,741 101,983 2,041,316 Prepayments and other current assets 11,773 280,689 708,401 1,806,185 2,807,048 Short-term investments 13,107,720 767,935 257,943 927,124 15,060,722 Long-term investments,net 1,448,100 2,038,157 270,801 1,

174、745,466 5,502,524 Other non-current assets 3,711,745 1,465,037 4,926,989 10,103,771 Total assets 47,248,002 23,101,457 12,604,178 10,808,120 (41,708,606)52,053,151 Accounts payable 244,808 951,797 3,164,301 4,360,906 Salary and welfare payables 641,560 10,883 343,008 995,451 Taxes payable 55,575 19,

175、378 128,817 203,770 Short-term loan 688,448 143,658 400,000 1,232,106 Deferred revenue 40,167 962 411,800 2,192,460 2,645,389 Accrued liabilities and other payables 126,512 807,547 298,373 1,184,523 2,416,955 Amounts due to Group companies(4)24,009,991 10,484,469 7,214,146 (41,708,606)Amounts due to

176、 related parties 98,207 326 117,901 216,434 Other long-term payable 17,784,092 259,161 102 222,719 18,266,074 Deficit in subsidiaries and net loss of VIEs and VIEs subsidiaries(3)7,593,564 3,887,067 4,170,459 (15,651,090)Total liabilities 25,544,335 30,693,326 16,491,245 14,967,875 (57,359,696)30,33

177、7,085 Total Bilibili Incs Shareholders equity/(deficit)(3)21,703,667 (7,593,564)(3,887,067)(4,170,459)15,651,090 21,703,667 Noncontrolling interests 1,695 10,704 12,399 Total shareholders equity/(deficit)21,703,667 (7,591,869)(3,887,067)(4,159,755)15,651,090 21,716,066 Total liabilities and sharehol

178、ders equity/(deficit)47,248,002 23,101,457 12,604,178 10,808,120 (41,708,606)52,053,151 13Table of ContentsSelected Condensed Consolidating Cash Flows Data For the Year Ended December 31,2023 Bilibili Inc.Other Subsidiaries Primary Beneficiaries of VIEs VIEs and VIEs Subsidiaries Eliminating adjustm

179、ents Consolidated Totals (RMB,in thousands)Consulting and services charges from/(to)Group companies 751,786 8,930 (760,716)Other operating cashflow from/(to)Group companies 6,285,694 (8,108,004)1,822,310 Operating cashflow(to)/from third-parties (111,392)(5,052,732)4,601,959 828,787 266,622 Net cash

180、(used in)/provided by operating activities (111,392)1,984,748 (3,497,115)1,890,381 266,622 Investments in and loans to subsidiaries,VIEs and VIEssubsidiaries(3)(4)383,391 (4,302,588)4,481,061 (561,864)Purchase of short-term investments (3,863)(12,389,787)(28,000)(1,126,000)(13,547,650)Maturities of

181、short-term investments 982,151 14,191,604 28,000 1,126,500 16,328,255 Placements of time deposits (9,956,224)(5,701)(9,961,925)Maturities of time deposits 4,083,893 5,601,212 5,701 9,690,806 Other investing activities (76,697)390,027 (115,698)(944,970)(747,338)Net cash provided by/(used in)investing

182、 activities 5,368,875 (6,465,756)4,365,363 (944,470)(561,864)1,762,148 Investments and loans from subsidiaries,VIEs and VIEssubsidiaries(3)(4)(383,391)517,397 (695,870)561,864 Repurchase of convertible senior notes (7,675,227)(7,675,227)Proceeds from issuance of ordinary shares,net of issuance costs

183、 2,689,380 2,689,380 Other financing activities (7,025)25,953 (200,031)92,265 (88,838)Net cash(used in)/provided by financing activities (4,992,872)(357,438)317,366 (603,605)561,864 (5,074,685)For the Year Ended December 31,2022 Bilibili Inc.Other Subsidiaries Primary Beneficiaries of VIEs VIEs and

184、VIEs Subsidiaries Eliminating adjustments Consolidated Totals (RMB,in thousands)Consulting and services charges from/(to)Group companies 610,600 (610,600)Other operating cashflow from/(to)Group companies (3,152,834)(711,157)3,863,991 Operating cashflow(to)/from third-parties (650,630)(3,899,858)2,97

185、8,815 (2,339,697)(3,911,370)Net cash(used in)/provided by operating activities (650,630)(6,442,092)2,267,658 913,694 (3,911,370)Investments in and loans to subsidiaries,VIEs and VIEssubsidiaries(3)(4)(13,131,173)(4,461,610)(1,640,942)19,233,725 Purchase of short-term investments (33,683,941)(24,632,

186、555)(4,927,100)(7,335,115)(70,578,711)Maturities of short-term investments 45,951,288 23,488,492 4,288,200 7,970,552 81,698,532 Placements of time deposits (4,878,180)(5,365,576)(1,270)(10,245,026)Maturities of time deposits 9,133,225 4,772,298 4,444 13,909,967 Other investing activities 283,028 (1,

187、722,333)(547,527)(2,188,712)(4,175,544)Net cash provided by/(used in)investing activities 3,674,247 (7,921,284)(2,827,369)(1,550,101)19,233,725 10,609,218 Investments and loans from subsidiaries,VIEs and VIEssubsidiaries(3)(4)15,208,993 2,139,842 1,884,890 (19,233,725)Repurchase of convertible senio

188、r notes (4,201,506)(4,201,506)Repurchase of shares (347,581)(347,581)Other financing activities 4 138,562 55,602 194,168 Net cash(used in)/provided by financing activities (4,549,083)15,347,555 2,195,444 1,884,890 (19,233,725)(4,354,919)14Table of Contents For the Year Ended December 31,2021 Bilibil

189、i Inc.Other Subsidiaries Primary Beneficiaries of VIEs VIEs and VIEs Subsidiaries Eliminating adjustments Consolidated Totals (RMB,in thousands)Consulting and services charges from/(to)Group companies 637,787 (637,787)Other operating cashflow from/(to)Group companies 854,325 (2,538,232)1,683,907 Ope

190、rating cashflow(to)/from third-parties (104,672)(3,382,667)2,569,410 (1,729,079)(2,647,008)Net cash(used in)/provided by operating activities (104,672)(1,890,555)31,178 (682,959)(2,647,008)Investments in and loans to subsidiaries,VIEs and VIEssubsidiaries(3)(4)(11,168,671)(2,409,051)(3,012,727)16,59

191、0,449 Purchase of short-term investments (48,781,106)(3,643,036)(6,714,400)(12,610,305)(71,748,847)Maturities of short-term investments 36,744,305 3,224,958 7,601,200 12,954,425 60,524,888 Placements of time deposits (10,658,126)(39,318)(10,697,444)Maturities of time deposits 7,600,828 54,319 7,655,

192、147 Other investing activities (1,153,850)(4,811,039)(1,081,210)(3,265,756)(10,311,855)Net cash used in investing activities (27,416,620)(7,638,168)(3,207,137)(2,906,635)16,590,449 (24,578,111)Investments and loans from subsidiaries,VIEs and VIEssubsidiaries(3)(4)10,407,294 2,875,929 3,307,226 (16,5

193、90,449)Proceeds from issuance of ordinary shares,net of issuance costsof HKD337,143 19,288,423 19,288,423 Proceeds from issuance of convertible senior notes,net ofissuance costs of US$13,857 10,085,520 10,085,520 Other financing activities 3 571,548 143,658 300,000 1,015,209 Net cash provided by fin

194、ancing activities 29,373,946 10,978,842 3,019,587 3,607,226 (16,590,449)30,389,152 (1)It represents the elimination of the intercompany consulting and services charges at the consolidation level.(2)It mainly includes technical support services provided by other subsidiaries and VIEs to the primary b

195、eneficiaries of VIEs.(3)It represents the elimination of the investment among Bilibili Inc.,other subsidiaries,primary beneficiaries of VIEs,and VIEs and VIEssubsidiaries.(4)It represents the elimination of intercompany balances among Bilibili Inc.,other subsidiaries,primary beneficiaries of VIEs,an

196、d VIEs and VIEssubsidiaries.15Table of ContentsA.Reserved B.Capitalization and IndebtednessNot applicable.C.Reasons for the Offer and Use of ProceedsNot applicable.D.Risk FactorsSummary Risk FactorsOur business is subject to a number of risks,including risks that may prevent us from achieving our bu

197、siness objectives or may adversely affectour business,financial condition,results of operations,cash flows,and prospects.With respect to the legal risks associated with being based in andhaving operations in mainland China as discussed in relevant risk factors under“Risks Related to Our Corporate St

198、ructure”and“Risks Related toDoing Business in China,”the laws,regulations and the discretion of mainland China governmental authorities discussed in this annual report areexpected to apply to mainland China entities and businesses,rather than entities or businesses in Hong Kong which operate under a

199、 different set of lawsfrom mainland China.These risks are discussed more fully under“Item 3.Key InformationD.Risk Factors.”Risks Related to Our Business and Industry We operate in a fast-evolving industry.We cannot guarantee that we will successfully implement our commercialization strategies ordeve

200、lop new ones,or generate sustainable revenues and profit.We have incurred significant losses and we may continue to experience losses 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 rapidchanges in te

201、chnologies and their impact on user behavior,we may not be able to attract sufficient user traffic to remain competitive,andour 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 depen

202、ds on the content contributedby 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 toprivacy and cybersecurity.The improper use or disclosure of data could have a material and adve

203、rse effect on our business and prospects.Any compromise of the cybersecurity of our platform could materially and adversely affect our business,operations and reputation.Increases in the content costs on our platform may have an adverse effect on our business,financial condition and results of opera

204、tions.If the content contained within videos,live broadcasting,games,audios and other content formats on our platform is deemed to violate anyPRC laws or regulations,our business,financial condition and results of operations may be materially and adversely affected.If the content contained within vi

205、deos,live broadcasting,games,audios and other content formats on our platform is consideredinappropriate or offensive,our business,financial condition and results of operations may be materially and adversely affected.We face uncertainties with respect to the enactment,interpretation and implementat

206、ion of Notice 78 and Notice 3.16Table of ContentsRisks Related to Our Corporate Structure Bilibili Inc.is a Cayman Islands holding company conducting our operations primarily through its PRC subsidiaries,the VIEs and theirsubsidiaries in mainland China;we have no equity ownership in the VIEs and the

207、ir subsidiaries.Holders of our Class Z ordinary shares orthe ADSs hold equity interest in Bilibili Inc.,our Cayman Islands holding company,and do not have direct or indirect equity interests inthe VIEs and their subsidiaries.If the PRC government finds that the agreements that establish the structur

208、e for operating our business inmainland China do not comply with PRC laws and regulations,or if these regulations or their interpretations change in the future,we couldbe subject to severe penalties or be forced to relinquish our interests in those operations.Bilibili,its PRC subsidiaries and the VI

209、Es,andinvestors of Bilibili face uncertainty about potential future actions by the PRC government that could affect the enforceability of thecontractual arrangements with the VIEs and,consequently,significantly affect the financial performance of the VIEs and our company as awhole.Risks Related to D

210、oing Business in China The PRC governments significant authority in regulating our operations and its oversight and control over offerings conducted overseasby,and foreign investment in,China-based issuers could significantly limit or completely hinder our ability to offer or continue to offersecuri

211、ties to investors.Implementation of industry-wide regulations in this nature may cause the value of such securities to significantlydecline.Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to youand us.See“Risks Related to Do

212、ing Business in ChinaThe PRC governments significant oversight over our business operation couldresult in a material adverse change in our operations and the value of our Class Z ordinary shares and the ADSs.”We face uncertainties with respect to the interpretation and implementation of the Anti-Mon

213、opoly Guidelines for the Internet PlatformEconomy Sector and other anti-monopoly and competition laws and how it may impact our business operations.See“Risks Related toDoing Business in ChinaWe face uncertainties with respect to the interpretation and implementation of the Anti-Monopoly Guidelinesfo

214、r 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 conductinspections of the auditor in the

215、past had deprived our investors with the benefits of such inspections.See“Risks Related to DoingBusiness in ChinaThe PCAOB had historically been unable to inspect our auditor in relation to their audit work and the inability of thePCAOB to conduct inspections of the auditor in the past had deprived

216、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,inthe future if the PCAOB is unable to inspect and investigate completely auditors located in China.The delisting of the

217、ADSs,or the threatof their being delisted,may materially and adversely affect the value of your investment.See“Risks Related to Doing Business in ChinaOur 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 PC

218、AOB is unable to inspect or investigate completely auditors located in China.The delisting of the ADSs,or the threatof their being delisted,may materially and adversely affect the value of your investment.”The approval of,or report and filings with the CSRC or other PRC government authorities may be

219、 required in connection with our offshoreofferings under PRC law,and,if required,we cannot predict whether or for how long we will be able to obtain such approval or completesuch filing and report process.See“Risks Related to Doing Business in ChinaThe approval of,or report and filings with the CSRC

220、 orother PRC government authorities may be required in connection with our offshore offerings under PRC law,and,if required,we cannotpredict whether or for how long we will be able to obtain such approval or complete such filing and report process.”17Table of Contents Regulation and censorship of in

221、formation disseminated over the mobile and internet in mainland China may adversely affect our businessand subject us to liability for content posted on our platform.See“Risks Related to Doing Business in ChinaRegulation andcensorship of information disseminated over the mobile and internet in mainl

222、and China may adversely affect our business and subject us toliability for content posted on our platform.”Risks Related to Our Listed Securities The trading price of our listed securities have been and are likely to continue to be volatile,regardless of our operating performance,whichcould result i

223、n substantial losses to our investors.Risks Related to Our Business and IndustryWe operate in a fast-evolving industry.We cannot guarantee that we will successfully implement our commercialization strategies or develop newones,or generate sustainable revenues and profit.We operate in a fast-evolving

224、 industry,and our commercialization model is evolving.We generate revenues primarily by providing our users withvaluable content,such as videos,mobile games and live broadcasting.We also generate revenues from advertising,IP derivatives and other services.Wecannot assure you that we can successfully

225、 implement the existing commercialization strategies to sustainably generate growing revenues,or that wewill be able to develop new commercialization strategies to grow our revenues.If our strategic initiatives do not enhance our ability to commercialize orenable us to develop new commercialization

226、approaches,we may not be able to maintain or increase our revenues or recover any associated costs.Inaddition,we may introduce new products and services to expand our revenue streams,including products and services with which we have little or noprior development or operating experience.If these new

227、 or enhanced products or services fail to engage users,content creators or business partners,wemay fail to diversify our revenue streams or generate sufficient revenues to justify our investments and costs,and our business and operating results maysuffer as a result.We have incurred significant loss

228、es and we may continue to experience losses in the future.We have incurred significant losses in the past.In 2021,2022 and 2023,we had loss from operations of RMB6,429.1 million,RMB8,357.9 million and RMB5,064.2 million(US$713.3 million),respectively.We cannot assure you that we will be able to gene

229、rate profits in thefuture.Our ability to achieve profitability depends in large part on our ability to manage our costs and expenses,many of which are beyond our control.We are disciplined about our costs and operating expenses and we will continue to undertake cost control measures,but there can be

230、 no assurance thatwe will realize cost savings of these actions.We may experience losses in the future due to our continued investments in technology,talent,content,brand recognition,expanding user base,improving user experience and other initiatives.In addition,our ability to achieve and sustain pr

231、ofitability isaffected by various factors,some of which are beyond our control,such as changes in macroeconomic and regulatory environment or competitivedynamics in the industry.Accordingly,you should not rely on our financial results of any prior period as an indication of our future performance.If

232、 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 intechnologies and their impact on user behavior,we may not be able to attract sufficient user traffic to remain competitive,and our business andprospects

233、 may be materially and adversely affected.Our ability to retain,grow and engage our user base depends heavily on our ability to provide a superior user experience.We must offer qualitycontent covering a wide range of interests and formats,introduce successful new products and services,develop user-f

234、riendly platform features,andpush effective content feeds recommendations.In particular,we must encourage content creators to upload more appealing professional user generatedcontent and we must source more popular licensed content.We must also keep providing our users with features and functions th

235、at could enable superiorcontent viewing and social interaction experience.If we are unable to provide a superior user experience,our user base and user engagement maydecline,which may materially and adversely affect our business and growth prospects.18Table of ContentsWe maintain a large content lib

236、rary primarily consisting of professional user generated video,or PUGV,and occupationally generated video,orOGV.We are constantly developing new features to attract and retain our users.In order to expand our content library,we must continue to work withour content creators and incentivize them to p

237、roduce content that reflects cultural trends and maintain good business relationships with licensors ofpremium copyrighted content to renew our licenses and source new professionally produced content.Our content creators and licensors may choose towork with other large online video platforms to dist

238、ribute their content if such platforms can offer better products,services or terms than we do.Wecannot assure you that we will be able to attract our content creators to upload their content to our platform or renew or enter into license agreements oncommercially reasonable terms with our licensors

239、or at all.In addition,the industry in which we operate is characterized by rapidly changing technologies and changing user expectations.To remaincompetitive,we must adapt our products and services to evolving industry standards and improve the performance and reliability of our products andservices

240、to be able to adapt to these changes and innovate in response to evolving user expectations.Developing and integrating new content,products,services and technologies into our existing platform could be expensive and time-consuming,and these efforts may not yield the benefits we expect.Ifwe fail to d

241、evelop new products,services or innovative technologies on a timely basis,or our new products,services or technologies are not accepted byour users,our business,financial performance and prospects could be materially and adversely affected.We cannot assure you that we can anticipateuser preferences

242、and industry changes and respond to such changes in a timely and effective manner.In addition,changes in user behavior resulting from technological developments may also adversely affect us.For example,the widespreadadoption of artificial intelligence could significantly change the way people look f

243、or content or the type of content they consume.Responding to thischange could require substantial expenditures to integrate artificial intelligence capabilities into our products,services or infrastructure.In particular,tools for artificial intelligence generated content may enhance both content cre

244、ation efficiency and user experience,and search functions powered byartificial intelligence may enhance user experience by offering more personalized and captivating content.However,we cannot assure you that we willbe able to capture these potential benefits of artificial intelligence in a timely ma

245、nner or at all.In addition,our competitors may develop artificialintelligence products and technologies that are similar or superior to our technologies or more cost-effective to deploy.Other companies may alsointegrate artificial intelligence into their offerings more efficiently.If we fail to keep

246、 up with rapid technological changes to remain competitive,ourfuture success may be 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 thecontent creators on our platform.The quality of the c

247、ontent offered on our platform and our users level of engagement are critical to our success.In order to attract and retain usersand compete effectively,we must offer interesting and useful content and enhance our users viewing experience.It is vital to our operations that weremain sensitive to and

248、responsive to evolving user preferences and offer content that appeals to our users.In 2023,95.2%of the total video views are ofPUGV,as compared to 94.6%in 2022.Thus far,we have been generally able to encourage our content creators to create and upload PUGV that areappealing to our users.We have als

249、o been providing our content creators with support and guidance in various forms,including tools and products tohelp realize their commercial values and technical support for content distribution,editing and uploading.However,we cannot assure you that ourcontent creators can contribute to create pop

250、ular PUGV for our platform.If our content creators cease to contribute content,or their uploaded contentfails to attract or retain our users,we may experience a decline in user traffic and user engagement.If the number of users or the level of userengagement declines,we may suffer a reduction in rev

251、enue.Our business generates and processes a large amount of data,and we are required to comply with PRC and other applicable laws relating to privacyand cybersecurity.The improper use or disclosure of data could have a material and adverse effect on our business and prospects.Our business generates

252、and processes a large quantity of data.We face risks inherent in handling and protecting large volume of data.In particular,we face a number of challenges relating to data from transactions and other activities on our platforms,including:protecting the data in and hosted on our system,including agai

253、nst attacks on our system by outside parties or fraudulent behavior orimproper use by our employees;addressing concerns related to privacy and sharing,safety,security and other factors;and complying with applicable laws,rules and regulations relating to the collection,use,storage,transfer,disclosure

254、 and security of personalinformation,including any requests from regulatory and government authorities relating to these data.19Table of ContentsIn general,we expect that data security and data protection compliance will receive greater attention and focus from regulators,both domesticallyand global

255、ly,as well as attract continued or greater public scrutiny and attention going forward,which could increase our compliance costs and subjectus to heightened risks and challenges associated with data security and protection.If we are unable to manage these risks,we could become subject topenalties,in

256、cluding fines,suspension of business and revocation of required licenses,and our reputation and results of operations could be materiallyand adversely affected.The PRC regulatory and enforcement regime with regard to data security and data protection is evolving and may be subject to differentinterp

257、retations or significant changes.Moreover,different PRC regulatory bodies,including the Standing Committee of the National Peoples Congress,the Ministry of Industry and Information Technology,the Cyberspace Administration of China,the Ministry of Public Security,and the StateAdministration for Marke

258、t Regulation,or the SAMR,have enforced data privacy and protections laws and regulations with varying standards andapplications.See“Item 4.Information on the CompanyB.Business OverviewRegulationRegulations Related to Internet Information Securityand Privacy Protection.”The following are examples of

259、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 ReviewMeasures,which became effective on February 15,2022.Pursuant to the Cybersecurity Review Measures,cr

260、itical informationinfrastructure operators that procure internet products and services and the network platform operators that conduct data processingactivities must be subject to the cybersecurity review if their activities affect or may affect national security.Under these measures,network platfor

261、m operators that hold personal information of over one million users shall apply with the Cybersecurity Review Office for acybersecurity review before any public listing in a foreign country.As of the date of this annual report,no detailed rules or implementationrules have been issued by any authori

262、ty and we have not been informed that we are a critical information infrastructure operator by anygovernment authorities.Furthermore,the exact scope of“critical information infrastructure operators”under the current regulatory regimeremains unclear,and the PRC government authorities may have wide di

263、scretion in the interpretation and enforcement of the applicablelaws.Therefore,it is uncertain whether we would be deemed to be a critical information infrastructure operator under PRC law.If we aredeemed to be a critical information infrastructure operator under the PRC cybersecurity laws and regul

264、ations,we may be subject toobligations in addition to what we have fulfilled under the PRC cybersecurity laws and regulations.In November 2021,the Cyberspace Administration of China released the Regulations of Internet Data Security Management(Draft forComments).These draft regulations provide that

265、data processors refer to individuals or organizations that,during their data processingactivities such as data collection,storage,utilization,processing,transmission,provision,publication and deletion,have autonomy over thepurpose and the manner of data processing.Under these draft regulations,data

266、processors shall apply for a cybersecurity review for certainactivities,including,among other things,(i)the listing in a foreign country of data processors that process the personal information ofmore than one million users and(ii)any data processing activity that affects or may affect national secu

267、rity.However,there have been noclarifications from the relevant authorities as of the date of this annual report as to the standards for determining whether an activity is onethat“affects or may affect national security.”In addition,these draft regulations require that data processors that process“i

268、mportant data”or are listed overseas must conduct an annual data security assessment by itself or commission a data security service provider to do so,and submit the assessment report of the preceding year to the municipal cybersecurity department by the end of January each year.As ofthe date of thi

269、s annual report,the Regulations of Internet Data Security Management(Draft for Comments)has not been adopted,and theprovisions thereunder,the adoption and the effective date may be subject to change with substantial uncertainty.In March 2024,the Cyberspace Administration of China issued the Provisio

270、ns 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 infrastructureoperators,the outbound transfer of personal information or important data,and(ii)for data processors that are not

271、 critical informationinfrastructure operators,the outbound transfer of important data or the cumulative outbound transfer within one calendar year of thepersonal information of over one million people or the sensitive personal information of over 10,000 people.These provisions alsostipulated that,wh

272、en data processors that are not critical information infrastructure operators engage in the cumulative outbound transferwithin one calendar year of the personal information of over 10,000 people but less than one million people or the sensitive personalinformation of less than 10,000 people,the data

273、 processors must enter into a standard contract for cross-border transfer of personalinformation with the data recipient or obtain a certification for the protection of personal information.Furthermore,these provisionsclarified that data processors do not need to treat any data as“important data”the

274、 outbound transfer of which requires securityassessments,if government authorities have not declared or notified them that the data are“important data.Personal Information and Privacy In August 2021,the Standing Committee of the National Peoples Congress promulgated the Personal Information Protecti

275、on Law,whichintegrates the scattered rules with respect to personal information rights and privacy protection and took effect on November 1,2021.Weupdate our privacy policies from time to time to meet the latest regulatory requirements of PRC government authorities and adopt technicalmeasures to pro

276、tect data and ensure cybersecurity in a systematic way.Nonetheless,the Personal Information Protection Law elevates theprotection requirements for personal information processing,and many specific requirements of this law remain to be clarified by theregulatory authorities,and courts in practice.We

277、may be required to make further adjustments to our business practices to comply with thepersonal information protection laws and regulations.20Table of Contents In June 2022,the Cyberspace Administration of China issued the Provisions on the Administration of Internet Users Account Information,which

278、 became effective on August 1,2022 and stipulated that internet information service providers must,among other things,equipthemselves with professional and technical capabilities appropriate to the scale of their services,and establish,improve and strictlyimplement systems for identity authenticatio

279、n,account verification,information safekeeping,ecological governance,emergency response,personal information protection,among others.The provisions also require that the internet information service providers should handleand protect internet users account information in accordance with law,and take

280、 measures to prevent unauthorized access,as well asleakage,tampering,or loss of personal information.The internet information service providers must set up convenient portals forcomplaints and whistleblowing at an easily seen location,provide channels for complaints and whistleblowing,improve the ac

281、ceptance,screening,disposal and feedback mechanisms,specify the handling process and feedback time limit and timely handle the complaints andwhistleblowing of users and the public.Many of the data-related legislations are relatively new and certain concepts thereunder remain subject to interpretatio

282、n by the regulators.If anydata that we possess belongs to data categories that are subject to heightened scrutiny,we may be required to adopt stricter measures for protection andmanagement of such data.The Cybersecurity Review Measures and the Regulations of Internet Data Security Management(Draft f

283、or Comments)remain unclear on whether the relevant requirements will be applicable to companies that are already listed in the United States,such as us.We cannotpredict the impact of the Cybersecurity Review Measures and the Regulations of Internet Data Security Management(Draft for Comments),if any

284、,atthis stage,and we will closely monitor and assess any development in the rule-making process.If the Cybersecurity Review Measures and the enactedversion of the Regulations of Internet Data Security Management(Draft for Comments)mandate clearance of cybersecurity review and other specificactions t

285、o be taken by issuers like us,we face uncertainties as to whether we can complete these additional procedures timely,or at all,which maysubject us to government enforcement actions and investigations,fines,penalties,suspension of our non-compliant operations,or removal of our appfrom the relevant ap

286、plication stores,and materially and adversely affect our business and results of operations.As of the date of this annual report,wehave not been involved in any formal investigations on cybersecurity review made by the Cyberspace Administration of China on such basis.In general,compliance with the e

287、xisting PRC laws and regulations,as well as additional laws and regulations that PRC regulatory bodies mayenact in the future,related to data security and personal information protection,may be costly and result in additional expenses to us,and subject us tonegative publicity,which could harm our re

288、putation and business operations.There are also uncertainties with respect to how such laws and regulationswill be implemented and interpreted in practice.In addition,regulatory authorities around the world have adopted or are considering a number of legislative and regulatory proposals concerningda

289、ta protection.These legislative and regulatory proposals,if adopted,and the uncertain interpretations and application thereof could,in addition to thepossibility of fines,result in an order requiring that we change our data practices and policies,which could have an adverse effect on our business an

290、dresults of operations.The European Union General Data Protection Regulation,which came into effect on May 25,2018,includes operationalrequirements for companies that receive or process personal data of residents of the European Economic Area.These regulations establish newrequirements applicable to

291、 the processing of personal data,affords new data protection rights to individuals and imposes penalties for serious databreaches.Individuals also have a right to compensation under these regulations for financial or non-financial losses.Although we do not conduct anybusiness in the European economi

292、c area,in the event that residents of the European economic area access our website or our mobile platform and inputprotected information,we may become subject to the provisions of the General Data Protection Regulation.21Table of ContentsAny compromise of the cybersecurity of our platform could mat

293、erially and adversely affect our business,operations and reputation.Our products and services involve the storage and transmission of users and other customers information,and security breaches expose us to arisk of loss of this information,litigation and potential liability.We experience cyber-atta

294、cks of varying degrees from time to time,and we have beenable to rectify attacks without significant impact to our operations in the past.Our security measures may also be breached due to employee error,malfeasance or otherwise.Additionally,outside parties may attempt to fraudulently induce employee

295、s,users or other customers to disclose sensitiveinformation in order to gain access to our data or our users or other customers data or accounts,or may otherwise obtain access to such data oraccounts.Because the techniques used to obtain unauthorized access,disable or degrade service or sabotage sys

296、tems change frequently and often are notrecognized until launched against a target,we may be unable to anticipate these techniques or to implement adequate preventative measures.If an actualor perceived breach of our security occurs,the market perception of the effectiveness of our security measures

297、 could be harmed,we could lose users andother customers,and may be exposed to significant legal and financial risks,including legal claims and regulatory fines and penalties.Any of theseactions could have a material and adverse effect on our business,reputation and results of operations.Increases in

298、 the content costs on our platform may have an adverse effect on our business,financial condition and results of operations.We need to acquire or produce popular content to provide our users with an engaging and satisfying viewing experience.The acquisition of suchcontent depends on our ability to r

299、etain our content creators,OGV partners and hosts of our live broadcasting programs.We recorded content costs inour cost of revenue of RMB2,694.8 million,RMB3,496.9 million and RMB3,195.6 million(US$450.1 million)in 2021,2022 and 2023,respectively.We have undertaken measures to prudently manage our

300、content costs by focusing on the acquisition of high-quality content.However,acquisition ofhigh-quality content can be costly.The market prices for licensing fees and royalties for licensed content have increased significantly in mainland Chinaduring the past few years.Online video broadcasting prog

301、rams are competing aggressively to license popular content titles and events,driving licensingfees up in general.As the market further grows,copyright owners,distributors and industry participants may demand higher licensing fees for suchcontent.Although we have undertaken measures to prudently mana

302、ge our content costs by focusing on the acquisition of high-quality content,as ourcontent library expands and the prices of licensing premium content increase due to various reasons beyond our control,we still expect the costs oflicensed content to continue to increase.Therefore,we may not be able t

303、o effectively manage our content costs.If we are unable to generate sufficientrevenues to outpace the increase in costs content,or effectively control our content costs,we may incur more losses and our business,financial conditionand results of operations may be adversely affected.If the content con

304、tained within videos,live broadcasting,games,audios and other content formats on our platform is deemed to violate any PRClaws or regulations,our business,financial condition and results of operations may be materially and adversely affected.The PRC government and regulatory authorities have adopted

305、 regulations governing content contained within videos,live broadcasting,games,audios and other information over the internet.Under these regulations,internet content providers are prohibited from posting or displaying content that,among other things,violates PRC laws and regulations,impairs the nat

306、ional dignity of China or the public interest,or is obscene,superstitious,fraudulent,violent or defamatory on the internet.Internet content providers are also prohibited from displaying content that may be deemed by relevantgovernment authorities as“socially destabilizing”or leaking“state secrets”of

307、 China.The PRC government and regulatory authorities strengthen theregulations on internet content from time to time,such as the Opinion on Strictly Regulating Online Game Market Management jointly adopted by a fewauthorities in December 2017,the Regulations on Administration of Network Short Video

308、Platforms,promulgated in January 2019 by China NetcastingServices Association,the Censoring Criteria for Network Short Video Content promulgated in January 2019 and last amended in December 2021,theAdministrative Provisions on Online Audio-Visual Information Services,effective from January 1,2020 an

309、d the Notice on Strengthening theAdministration of Live Broadcasting of Game-Playing on the Online Audio-Visual Program Platform,issued in April 2022 by the Online Audio-VisualProgram Administration Division of the National Radio and Television Administration of the PRC(the successor of the State Ad

310、ministration of Press,Publication,Radio,Film and Television)and the Publishing Bureau of the Propaganda Department of the Central Committee of the Communist Party ofChina.The enactment of these regulations may significantly increase our compliance costs in recruiting additional content reviewers and

311、 training themto identify the prohibited content timely and accurately.Any failure to comply with these regulations may subject us to liability.In November 2020,theNational Radio and Television Administration further promulgated the Notice on Strengthening the Management of Online Show Live Broadcas

312、ting andE-commerce Live Broadcasting,or Notice 78,which requests the live broadcasting platforms for online shows to strengthen positive value guidance andto prevent the spread of the trends of wealth flaunting,money worshiping and vulgarity.In February 2021,the Notice on Promulgation of the Guiding

313、Opinions on Strengthening the Standardized Administration of Online Live Broadcasting,or Notice 3,was issued by the Cyberspace Administration ofChina and other governmental authorities,which further requires live broadcasting platforms to ensure correct orientation and content safety.OnSeptember 15,

314、2021,the Cyberspace Administration of China promulgated the Opinions on Further Compacting the Main Responsibility of the WebsitePlatform on Information Content Management,which regulates the content and quality of the information and further requires the website platform toimprove the content revie

315、w mechanism.On October 26,2021,the Office of the Central Cyberspace Affairs Commission issued the Notice on FurtherStrengthening the Regulation on Online Information of Entertainment Celebrities.For more information,see“Item 4.Information on the CompanyB.Business OverviewRegulationRegulations Relate

316、d to Online Transmission of Audio-Visual Programs”and“Item 4.Information on the CompanyB.Business OverviewRegulationRegulations Related to Online Live Broadcasting Services.”22Table of ContentsIn addition to licensed content provided by copyright owners,we allow our users to upload content to our pl

317、atform.Our users can upload all typesof content including professionally produced content and certain graphical files for the purpose of updating user biographies and content covers.Currently,only registered users are allowed to upload content to our platform.We maintain two levels of content manage

318、ment and review procedures tomonitor the content uploaded to our platform to ensure that no content that may be deemed to be prohibited by government rules and regulations isposted and to promptly remove any infringing content.Our content screening team screens and monitors the content uploaded on o

319、ur platform on a24-hour,seven-day basis.For more details relating to our content monitoring procedures,see“Item 4.Information on the CompanyB.BusinessOverviewContent Management and Review.”However,there can be no assurance that we can identify all the videos or other content that may violaterelevant

320、 laws and regulations due to the large amount of content uploaded by our users every day.If the content contained within videos,live broadcasting,games,audios and other content formats on our platform is considered inappropriate oroffensive,our business,financial condition and results of operations

321、may be materially and adversely affected.Failure to identify and prevent illegal or inappropriate content from being uploaded and/or streamed on our platform may subject us to liability.Tothe extent that PRC regulatory authorities find any content on our platform objectionable,they may require us to

322、 limit or eliminate the dissemination ofsuch content on our platform in the form of take-down orders,cause our app to be temporarily removed from app stores,or temporarily disable certainfunctions on our platform,or otherwise.If we fail to immediately stop the transmission of inappropriate content,t

323、ake measures such as removing thecontent to prevent dissemination,keep relevant records,and report to the competent authority,we may be subject to sanctions and penalties,includingwarning and suspension or termination of services or products.Our app was temporarily removed from app stores in the pas

324、t.Although we implementedthe required measures promptly and reinstated the mobile app downloads from those app stores,conducted a self-inspection by taking a comprehensivereview of the content on our platform thereafter and hired more content monitoring personnel,there can be no assurance that our a

325、pp will not beremoved from app stores again in the future,and such removal could materially and adversely affect our business operations.Local governmentauthorities made inquiries with us in response to allegedly inappropriate content on our platform in the past and we completed the required rectifi

326、cation.PRC laws and regulations are subject to interpretation by the relevant authorities,and it may not be possible to determine in all cases the types ofcontent that could result in our liability as a platform operator.We may also face liability for copyright or trademark infringement,fraud and ot

327、herclaims based on the nature and content of the materials that are delivered,shared or otherwise accessed through or displayed on our platform.Reports or publicity of violence and crimes related to the content on our platform,including,but not limited to,our PUGV,OGV,online gamesand live broadcasti

328、ng programs,or any claims that content on our platform is obscene,superstitious,fraudulent,defamatory,inappropriate,offensive orimpairing the public interest,may result in negative publicity and harm to our brand.Any claim that we have failed to identify any content a viewer mayfind objectionable ma

329、y result in negative publicity,harm to our brand or regulatory actions,which in turn might have a material and adverse impact onour business and results of operations.These reports,claims or allegations,even if unproven or meritless,may lead to inquiries,investigations,otherforms of regulatory respo

330、nse,or even legal actions against us by regulatory or government authorities as well as private parties.23Table of ContentsAny regulatory actions against us,perceptions of inappropriate business conduct by us or perceived wrongdoing by any member of ourmanagement team,among other things,could substa

331、ntially damage our reputation,and cause us to incur significant costs to defend ourselves.Government authorities may require us to discontinue or restrict the relevant services,functions or products.As a result,our business could suffer andour user base and results of operations may be materially an

332、d adversely affected.Furthermore,our advertising revenues might be materially andadversely affected by any decision by advertisers to reduce their advertising as a result of adverse media reports,user complaints or other negativepublicity involving us or,content on our platform.Reductions of adverti

333、sing by advertisers due to allegedly objectionable content made available on ourplatform by content creators,licensors,or other third parties,concerns about our content management practices,concerns about brand reputation orpotential liability,or uncertainty regarding their own legal and compliance obligations,may also materially and adversely affect our advertisingrevenues.We face uncertainties w