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1、Bilibili Inc.HKEX:9626 NASDAQ:BILI(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)2022嗶哩嗶哩股份有限公司港交所代號：9626 納斯達克代號：BILI（於開曼群島註冊成立以不同投票權控制的有限責任公司）年度報告2022ANNUAL REPORT 2022年度報告 2022Bilibili Inc.2022 Annual Report ContentsCompany Inform
2、ation 2Financial Highlights 3Business Review and Outlook 6Management Discussion and Analysis 10Directors Report 15Directors and Senior Management 40Corporate Governance Report 44Other Information 61Independent Auditors Report 74Consolidated Balance Sheets 79Consolidated Statements of Operations and
3、Comprehensive Loss 82Consolidated Statements of Changes in Shareholders Equity 84Consolidated Statements of Cash Flows 87Notes to the Consolidated Financial Statements 90Five Year Financial Summary 170Definitions 1712Bilibili Inc.2022 Annual Report Company InformationBOARD OF DIRECTORSDirectorsRui C
4、hen(Chairman and Chief Executive Officer)Ni Li Yi XuIndependent DirectorsJP GanEric HeFeng LiGuoqi DingAUDIT COMMITTEEEric He(Chairman)JP GanFeng LiCOMPENSATION COMMITTEEJP Gan(Chairman)Eric He Feng LiNOMINATING AND CORPORATE GOVERNANCE COMMITTEEJP Gan(Chairman)Eric HeFeng LiJOINT COMPANY SECRETARIE
5、SXin FanAnita Hing Ling Chau(FCG,HKFCG)AUTHORIZED REPRESENTATIVESYi XuXin FanAnita Hing Ling ChauPRINCIPAL EXECUTIVE OFFICES OF MAIN OPERATIONSBuilding 3,Guozheng CenterNo.485 Zhengli RoadYangpu DistrictShanghaiPeoples Republic of ChinaADDRESS IN HONG KONG Suite 603,6/F,Laws Commercial Plaza788 Cheu
6、ng Sha Wan RoadKowloonHong KongREGISTERED OFFICEWalkers Corporate Limited190 Elgin AvenueGeorge TownGrand Cayman KY1-9008Cayman IslandsCAYMAN ISLANDS PRINCIPAL SHAREREGISTRARWalkers Corporate Limited190 Elgin AvenueGeorge TownGrand Cayman KY1-9008Cayman IslandsHONG KONG SHARE REGISTRARComputershare
7、Hong Kong Investor Services LimitedShops 17121716,17th FloorHopewell Centre 183 Queens Road EastWanchai Hong KongCOMPLIANCE ADVISER Somerley Capital Limited 20th Floor,China Building29 Queens Road CentralHong KongPRINCIPAL BANKChina Merchants Bank Shanghai BranchSTOCK CODEHKEX:9626NASDAQ:BILIAUDITOR
8、PricewaterhouseCoopersCertified Public Accountants and Registered Public Interest Entity Auditor22/F,Princes Building Central Hong KongCOMPANY WEBSITEhttps:/ Inc.2022 Annual Report Financial HighlightsFor the Year Ended December 31,20212022Change(%)RMBRMB(in thousands,except for percentages)Net reve
9、nues19,383,68421,899,16713.0%Gross profit4,043,1473,849,295(4.8%)Loss before income tax expenses(6,713,450)(7,403,508)10.3%Net loss(6,808,739)(7,507,653)10.3%Net loss attributable to the Bilibili Inc.s shareholders(6,789,228)(7,497,013)10.4%Non-GAAP Financial Measures:Adjusted net loss(5,497,573)(6,
10、702,373)21.9%Adjusted net loss attributable to the Bilibili Inc.s shareholders(5,478,062)(6,691,733)22.2%As of December 31,20212022Change(%)RMBRMB(in thousands,except for percentages)Total current assets36,446,85624,452,888(32.9%)Total non-current assets15,606,29517,377,68211.4%Total assets52,053,15
11、141,830,570(19.6%)Total liabilities30,337,08526,590,983(12.3%)Total shareholders equity21,716,06615,239,587(29.8%)Total liabilities and shareholders equity52,053,15141,830,570(19.6%)Non-GAAP Financial MeasuresThe Company uses non-GAAP measures,such as adjusted net loss,adjusted net loss attributable
12、 to the Bilibili Inc.s shareholders,in evaluating its operating results and for financial and operational decision-making purposes.The Company believes that the non-GAAP financial measures help identify underlying trends in its business by excluding the impact of share-based compensation expenses,am
13、ortization expense related to intangible assets acquired through business acquisitions,income tax related to intangible assets acquired through business acquisitions,gain/loss on fair value change in investments in publicly traded companies,gain on repurchase of convertible senior notes,expenses rel
14、ated to organizational optimization,and termination expenses of certain game projects.The Company believes that the non-GAAP financial measures provide useful information about the Companys results of operations,enhance the overall understanding of the Companys past performance and future prospects
15、and allow for greater visibility with respect to key metrics used by the Companys management in its financial and operational decision-making.4Bilibili Inc.2022 Annual Report Financial Highlights The non-GAAP financial measures are not defined under U.S.GAAP and are not presented in accordance with
16、U.S.GAAP.The non-GAAP financial measures have limitations as analytical tools,and when assessing the Companys operating performance,cash flows or liquidity,investors should not consider them in isolation,or as a substitute for net loss,cash flows provided by operating activities or other consolidate
17、d statements of operations and cash flows data prepared in accordance with U.S.GAAP.The Company mitigates these limitations by reconciling the non-GAAP financial measures to the most comparable U.S.GAAP performance measures,all of which should be considered when evaluating the Companys performance.T
18、he following table sets forth unaudited reconciliation of GAAP and non-GAAP results for the period indicated.For the Year Ended December 31,20212022 RMBRMB(in thousands)Net loss(6,808,739)(7,507,653)Add:Share-based compensation expenses999,8171,040,683 Amortization expense related to intangible asse
19、ts acquired through business acquisitions113,405192,637 Income tax related to intangible assets acquired through business acquisitions(6,056)(29,259)Loss on fair value change in investments in publicly traded companies204,00052,665(Gain)on repurchase of convertible senior notes(1,318,594)Expenses re
20、lated to organizational optimization341,386 Termination expenses of certain game projects525,762Adjusted net loss(5,497,573)(6,702,373)5Bilibili Inc.2022 Annual Report Financial Highlights For the Year Ended December 31,20212022RMBRMB(in thousands)Net loss attributable to the Bilibili Inc.s sharehol
21、ders(6,789,228)(7,497,013)Add:Share-based compensation expenses999,8171,040,683 Amortization expense related to intangible assets acquired through business acquisitions113,405192,637 Income tax related to intangible assets acquired through business acquisitions(6,056)(29,259)Loss on fair value chang
22、e in investments in publicly traded companies204,00052,665(Gain)on repurchase of convertible senior notes(1,318,594)Expenses related to organizational optimization341,386 Termination expenses of certain game projects525,762Adjusted net loss attributable to the Bilibili Inc.s shareholders(5,478,062)(
23、6,691,733)6Bilibili Inc.2022 Annual Report Business Review and OutlookBUSINESS REVIEW FOR THE REPORTING PERIODDespite a challenging macro environment,we ended 2022 with solid DAU growth,improved gross margin,and narrowed losses in the fourth quarter.During the year,we proactively adjusted our strate
24、gies and reprioritized our goals to better align ourselves with the new industry paradigm.Specifically,we shifted our focus to DAU growth and reaching profitability.At the same time,we firmly believe the video-based market in China has great growth potential as videolization trends continue to perme
25、ate peoples everyday lives.As a premier video platform with broad content and community appeal,we expect to see continued benefits from this momentum,and we are committed to carrying out our strategy to expand our content,solidify our community,and improve our commercialization efficiency.Our growin
26、g video community is the foundation of our business and the key to our long-term success.In 2022,our MAUs increased by 25.9%year-over-year,reaching a sizeable base of 314.5 million.With this solid baseline,we have shifted our user growth strategy to cultivating higher quality and more profitable use
27、rs,focusing on the growth of our DAUs.DAUs are not only a better measure of the quality and sustainability of our community,but also reflect the powerful influence of our platform and are directly linked to our commercial prospects.In 2022,we had 86.5 million DAUs,representing an increase of 29.6%as
28、 compared to 2021.The average daily time spent per active user on our mobile apps reached 94 minutes in 2022,driving total user time spent on our platform increased by 46.7%year-over-year.In order to achieve profitability,we initiated multiple measures to improve our commercialization efficiency in
29、2022.Our total net revenues for 2022 were RMB21.9 billion,compared with RMB19.4 billion in 2021,increased by 13.0%year-over-year.Our gross margin improved to 20.3%in the fourth quarter of 2022,compared with 19.0%in the same period last year.We continued to take measures to control our expenses and i
30、mprove our organizational efficiency.Specifically,we cut our sales and marketing expenses by 26.5%year-over-year in the second half of 2022.Meanwhile,we have also streamlined our personnel and trimmed our non-core and under-performing business.In the second half of 2022,our net loss narrowed by 32.8
31、%year-over-year.ContentOur content ecosystem is our most valuable asset.In 2022,we continued to build our platform for users to discover new interests,gain recognition,and foster connections.Bilibilis new content verticals emerge organically,reflecting evolving user interests,such as automotive,home
32、 decoration,interior design,and careers,as our young users grow and enter new stages of their lives.We have also expanded our content scenarios to fit users diverse viewing preferences.Besides professional user generated videos(“PUGVs”),live broadcasting,and Smart TV,Story Mode,our short-form vertic
33、al video product,caters to our users viewing needs in their limited free time.In 2022,Story Modes average daily views increased by over 300%year-over-year.Meanwhile,views of our PUGV content increased by nearly 50.0%year-over-year,together fuelling growth in our total daily video views,which rose to
34、 3.4 billion in 2022,an increase of 75.9%year-over-year.7Bilibili Inc.2022 Annual Report Business Review and OutlookWe continue to foster a welcoming platform for an increasing number of content creators to showcase their talent.In 2022,our platform hosted 3.7 million monthly average active content
35、creators,45.2%more than the prior year.Our content submissions grew even higher,reaching 14.7 million videos on a monthly basis,increased by 58.8%year-over-year in 2022.To further unlock our content creators creativity and the platforms commercial value,we further integrated our commercial channels
36、within our content ecosystem in 2022.This helped to create more monetization opportunities for our content creators.CommunityOur inclusive community environment and rich interactive tools are creating tight bonds between our users and our platform.The average daily time that our users spent on our p
37、latform continued to grow in 2022,reaching 94 minutes per user.This drove our users total time spent increased by 46.7%year-over-year.Along with spending more time with us,our users are also becoming more connected with each other.In 2022,average monthly interactions increased by 55.0%year-over-year
38、 to 13.2 billion.Growth in our official member numbers was also strong in 2022,reaching 194.8 million by the end of 2022,raised by 34.1%compared with the prior year.We continue to maintain a healthy 12-month retention rate for our official members,which remained exceeding 80.0%in 2022.Commercializat
39、ionIn 2022,our commercialization strategy focused more on improving efficiency,expanding gross margin,and narrowing our losses.We further integrated our commercialization efforts such as live broadcasting and advertising across our ecosystem and centralized our resources to core business.We are comm
40、itted to achieving our financial goals while we continue to foster a welcoming and inclusive community for our users.Value-Added Services(VAS)Our revenues from VAS were RMB8.7 billion,representing an increase of 25.7%from 2021.In 2022,we further integrated live broadcasting within our PUGV ecosystem
41、.This has helped to motivate more users and creators to tap into our live broadcasting universe with a strong growth of our live broadcasting revenues compared with the prior year.Meanwhile,further optimization of our revenue-sharing ratio improved our live broadcasting gross margin.In addition to t
42、he efforts above,we continued to enrich our occupationally generated videos(“OGVs”)library and convert more premium memberships.New content launched in 2022,including multiple Chinese anime titles,supported our growth in premium memberships.By the end of 2022,our premium memberships reached 21.4 mil
43、lion,increased by 6.2%year-over-year.8Bilibili Inc.2022 Annual Report Business Review and OutlookAdvertisingOur typical users are the Generation Z+population,many of whom have higher educational backgrounds and increasing disposable income.This group of users are a golden cohort that advertisers pur
44、sue very strongly.Our rapidly growing community and increasing brand awareness make Bilibili a must-have platform for advertisers wishing to gain more exposure to this highly coveted group.Our advertising revenues were RMB5.1 billion,representing an increase of 12.0%from 2021.In 2022,we further open
45、ed-up our ecosystem to embrace more advertising opportunities across different ways for our users to watch videos on our platform.Along with improved sales conversion modules,the new advertising scenario we introduced in Story Mode has proven to be a success in performance-based advertising and carr
46、ies higher returns on investment.In addition,as our users mature and enter new stages of life,their new consumption needs,such as automotive and home appliances,also attract more advertisers.Moving further into 2023,we will continue to invest in and improve our advertising infrastructure and further
47、 integrate our advertising capabilities within our content ecosystems.Mobile GamesWe have a large population of online game enthusiasts in our community.In 2022,games were the second most popular category among our PUGVs and the top category within our live broadcasting content.Our rich history of g
48、ame development and operation gives us a unique understanding of our game users.We can leverage this knowledge,especially in the ACG genre,as we continue to exclusively license,jointly operate,and internally develop high-quality games catering to our users needs.Our revenues from mobile games were R
49、MB5.0 billion,compared with RMB5.1 billion in 2021.Reaffirming our strategy of“Develop In-house,Distribute Globally,”we continued to leverage our competence in the ACG sector and build up our self-development capabilities.We also distributed our games with like-minded ACG game lovers in overseas mar
50、kets,including South Korea,Japan,and other countries.Our advantage in game licensing and operation is our strong capability in long lifecycle operation.In 2022,we celebrated the sixth anniversary of Fate/Grand Order and the fifth anniversary of Azur Lane.Voluntary Conversion to Primary Listing on th
51、e Hong Kong Stock Exchange The Companys voluntary conversion of its secondary listing status to primary listing on The Main Board of The Stock Exchange of Hong Kong Limited(the“Hong Kong Stock Exchange”)became effective on October 3,2022.The Company became a dual-primary listed company on The Main B
52、oard of Hong Kong Stock Exchange in Hong Kong and the Nasdaq Global Select Market in the United States.9Bilibili Inc.2022 Annual Report Business Review and OutlookRECENT DEVELOPMENTS AFTER THE REPORTING PERIODIn January 2023,we completed the offering of 15,344,000 American depositary shares(“ADSs”)a
53、t US$26.65 per ADS.Shortly after the completion of this ADS offering,we completed the exchange of an aggregate principal amount of US$384.8 million of our outstanding December 2026 Notes(the“Exchange Notes”)purchased by Goldman Sachs(Asia)L.L.C.(“Goldman Sachs”)and its applicable affiliate(s),as dul
54、y engaged and authorized by us,from the holders of such Exchange Notes in privately negotiated transactions for our issuance of ADSs.The aggregate purchase price of the Exchange Notes in the amount of US$331.2 million was funded by the net proceeds from this ADS offering.We plan to use the remaining
55、 net proceeds(after deducting selling commissions)of this ADS offering in the amount of US$68.8 million to replenish our cash reserve after our repurchases of certain convertible senior notes in the fourth quarter of 2022 and for other working capital purposes.Please refer to the announcements of th
56、e Company dated January 9,2023 and January 12,2023 for further details.The Companys Class Z ordinary shares traded on the Hong Kong Stock Exchange have been included in the Shenzhen-Hong Kong Stock Connect and Shanghai-Hong Kong Stock Connect programs,both effective March 13,2023.Following its inclu
57、sion,eligible investors in the Chinese mainland could have direct access to the trading of Bilibilis Class Z ordinary shares.Please refer to the announcement of the Company dated March 10,2023 for further details.BUSINESS OUTLOOKThrough our proactive adaptation and continuous efforts in 2022,we have
58、 transitioned into a more focused and lean company.In 2023,as new industry dynamics call for more efficient operations,we will continue on this path,placing profitability first,expediting our progress in commercialization and tightening our spending.We will continue to focus on our user quality to h
59、ome-in on DAU growth and improve our DAU to MAU ratio.As we continue to strengthen our execution of these measures,we expect to improve our gross margin and narrow our losses in 2023.10Bilibili Inc.2022 Annual Report Management Discussion and AnalysisFor the Year Ended December 31,20212022RMBRMB(in
60、thousands)Net Revenues:Mobile games5,090,9265,021,290 Value-added services(VAS)6,934,8868,715,170 Advertising4,523,4215,066,212 E-commerce and others2,834,4513,096,495Total net revenues19,383,68421,899,167Cost of revenues(15,340,537)(18,049,872)Gross profit4,043,1473,849,295Operating expenses:Sales
61、and marketing expenses(5,794,853)(4,920,745)General and administrative expenses(1,837,506)(2,521,134)Research and development expenses(2,839,862)(4,765,360)Total operating expenses(10,472,221)(12,207,239)Loss from operations(6,429,074)(8,357,944)Other(expense)/income:Investment loss,net(including im
62、pairments)(194,183)(532,485)Interest income70,367281,051 Interest expense(155,467)(250,923)Exchange losses(15,504)(19,745)Debt extinguishment gain1,318,594 Others,net10,411157,944 Total other(expense)/income,net(284,376)954,436Loss before income tax expenses(6,713,450)(7,403,508)Income tax(95,289)(1
63、04,145)Net loss(6,808,739)(7,507,653)Net loss attributable to noncontrolling interests 19,511 10,640Net loss attributable to the Bilibili Inc.s shareholders(6,789,228)(7,497,013)11Bilibili Inc.2022 Annual Report Management Discussion and Analysis NET REVENUES Total net revenues were RMB21.9 billion,
64、an increase of 13.0%from RMB19.4 billion in 2021.Mobile gamesRevenues from mobile games were RMB5.0 billion,representing a decrease of 1.4%from RMB5.1 billion in 2021,primarily due to the lack of popular new exclusively distributed game releases in 2022.Value-added services(VAS)Revenues from VAS wer
65、e RMB8.7 billion,representing an increase of 25.7%from RMB6.9 billion in 2021,mainly attributable to the Companys enhanced monetization efforts,led by an increased number of paying users for the Companys value-added services including live broadcasting services,premium membership program and other v
66、alue-added services.Advertising Revenues from advertising were RMB5.1 billion,representing an increase of 12.0%from RMB4.5 billion in 2021.This increase was primarily attributable to further recognition of Bilibilis brand name in Chinas online advertising market,as well as Bilibilis improved adverti
67、sing efficiency.E-commerce and others Revenues from e-commerce and others were RMB3.1 billion,representing an increase of 9.2%from RMB2.8 billion in 2021,mainly attributable to increased revenue from e-sports copyright sub-licensing.COST OF REVENUESCost of revenues was RMB18.0 billion,representing a
68、n increase of 17.7%from RMB15.3 billion in 2021.The increase was mainly due to higher revenue-sharing costs and content costs.Revenue-sharing costs,a key component of cost of revenues,was RMB9.1 billion,representing an increase of 17.9%from RMB7.7 billion in 2021.GROSS PROFITGross profit was RMB3.8
69、billion,compared with RMB4.0 billion in 2021.OPERATING EXPENSES Total operating expenses were RMB12.2 billion,representing an increase of 16.6%from RMB10.5 billion in 2021.12Bilibili Inc.2022 Annual Report Management Discussion and Analysis Sales and marketing expensesSales and marketing expenses we
70、re RMB4.9 billion,representing a 15.1%decrease from RMB5.8 billion in 2021.The decrease was primarily attributable to reduced promotional spending in 2022.General and administrative expensesGeneral and administrative expenses were RMB2.5 billion,representing a 37.2%increase from RMB1.8 billion in 20
71、21.The increase was primarily due to severance cost of RMB341.4 million related to organization optimization in 2022.Research and development expensesResearch and development expenses were RMB4.8 billion,representing a 67.8%increase from RMB2.8 billion in 2021.The increase was primarily due to expen
72、ses of RMB525.8 million associated with the termination of certain game projects,increase in headcount in research and development personnel and increased depreciation expenses of servers and equipment.LOSS FROM OPERATIONS Loss from operations was RMB8.4 billion,compared with RMB6.4 billion in 2021.
73、INCOME TAXIncome tax expense was RMB104.1 million,compared with RMB95.3 million in 2021.NET LOSS Net loss was RMB7.5 billion,compared with RMB6.8 billion in 2021.LIQUIDITYOur cash and cash equivalents,restricted cash,time deposits and short-term investments decreased by 35.2%from RMB30.2 billion as
74、of December 31,2021 to RMB19.6 billion as of December 31,2022.The decrease was primarily due to repurchase of convertible senior notes and ADSs for a total cash consideration of US$671.5 million(RMB4.5 billion)and net cash of RMB3.9 billion used in operating activities in 2022.13Bilibili Inc.2022 An
75、nual Report Management Discussion and Analysis SIGNIFICANT INVESTMENTSThe Group did not make or hold any significant investments during the year ended December 31,2022.MATERIAL ACQUISITIONS AND DISPOSALSThe Group did not have any material acquisitions or disposals of subsidiaries,consolidated affili
76、ated entities or associated companies during the year ended December 31,2022.PLEDGE OF ASSETS As at 31 December 2022,none of our assets were pledged to secure loans and banking facilities.GEARING RATIOAs at December 31,2022,the Companys gearing ratio(i.e.total liabilities divided by total assets,in
77、percentage)was 63.6%,compared with 58.3%as at December 31,2021.FUTURE PLANS FOR MATERIAL INVESTMENTS OR CAPITAL ASSETAs at December 31,2022,the Group did not have detailed future plans for material investments or capital assets.FOREIGN EXCHANGE EXPOSUREA substantial majority of our revenues and cost
78、s is denominated in Renminbi.Any significant depreciation of the Renminbi may materially adversely affect the value of,and any dividends payable on,the ADSs in U.S.dollars.For example,when we convert our U.S.dollars denominated funds into Renminbi for our operations,appreciation of the Renminbi agai
79、nst the U.S.dollar would have an adverse effect on the Renminbi amount we would receive from the conversion.Conversely,if we decide to convert our Renminbi into U.S.dollars for the purpose of making payments for dividends on our ordinary shares or ADSs or for other business purposes,appreciation of
80、the U.S.dollar against the Renminbi would have a negative effect on the U.S.dollar amount available to us.In addition,appreciation or depreciation in the value of the Renminbi relative to U.S.dollars would affect our financial results reported in U.S.dollar terms regardless of any underlying change
81、in our business or results of operations.Very limited hedging options are available in China to reduce our exposure to exchange rate fluctuations.To date,we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk.While we may decide to ent
82、er into hedging transactions in the future,the availability and effectiveness of these hedges may be limited and we may not be able to adequately hedge our exposure or at all.In addition,our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to co
83、nvert Renminbi into foreign currency.14Bilibili Inc.2022 Annual Report Management Discussion and Analysis CONTINGENT LIABILITIESThe Company had no material contingent liabilities as at December 31,2022.EMPLOYEES AND REMUNERATIONAs at December 31,2022,the Company had a total of 11,092 employees.The f
84、ollowing table sets forth the total number of employees by function:FunctionAs at December 31,2022Products and technology4,614Content audit3,874Operations2,035Management,sales,finance and administration569Total11,092As required under PRC regulations,the Company participates in housing funds and vari
85、ous employee social security plans that are organized by applicable local municipal and provincial governments,including housing funds,pension,maternity,medical,work-related injury and unemployment benefit plans,under which we make contributions at specified percentages of the salaries of its employ
86、ees.We also purchase commercial health and accidental insurance for our employees.Bonuses are generally discretionary and based in part on employee performance and in part on the overall performance of the Groups business.The Company has granted and plans to continue to grant share-based incentive a
87、wards to its employees in the future to incentivize their contributions to its growth and development.More details of the remuneration of employees,remuneration policies,bonus and incentive schemes are set out in Note 18 to the consolidated financial statements.PURCHASE,SALE OR REDEMPTION OF THE COM
88、PANYS LISTED SECURITIESThe Company announced in March 2022 that its Board had authorized a share repurchase program,under which the Company may repurchase up to US$500 million of its ADSs for the next 24 months.The Company had repurchased a total of 2.6 million ADSs for a total cost of US$53.6 milli
89、on as of December 31,2022.The aforementioned repurchases of ADSs took place between March and May 2022 prior to the Primary Conversion.No ADSs or Class Z OrdinaryShares were repurchased during the Reporting Period after the Primary Conversion.15Bilibili Inc.2022 Annual Report Directors ReportThe Boa
90、rd is pleased to present this Directors report together with the consolidated financial statements of the Group for the year ended December 31,2022.DIRECTORSThe Directors who held office during the Reporting Period and up to the Latest Practicable Date are:DirectorsRui Chen(Chairman and Chief Execut
91、ive Officer)Ni Li(Vice Chairwoman and Chief Operating Officer)Yi XuIndependent DirectorsJP GanEric HeFeng LiGuoqi DingBiographical details of the Directors are set out in the section headed“Directors and Senior Management”on pages 40 to 43 of this annual report.GENERAL INFORMATIONThe Company was inc
92、orporated in the Cayman Islands on December 23,2013,as an exempted company with limited liability under the Companies Law of the Cayman Islands.The securities of the Company are dual-primary listed on the Nasdaq Global Select Market(“Nasdaq”)and the Stock Exchange of Hong Kong Limited(“the Stock Exc
93、hange”).PRINCIPAL ACTIVITIESThe principal activity of the Company is investment holding.The principal businesses of the Companys subsidiaries are the operation of providing online entertainment services to users in China.Analysis of the principal activities of the Group during the Reporting Period i
94、s set out in Note 1 to the consolidated financial statements.16Bilibili Inc.2022 Annual Report Directors Report BUSINESS REVIEWA business review of the Group,as required by Schedule 5 to the Companies Ordinance,including a fair review of the Companys business,a description of the principal risks and
95、 uncertainties facing the Company,particulars of important events affecting the Company that have occurred since the end of the financial year,an indication of likely future developments in the Groups business,an analysis of the Groups financial performance and the Groups key relationships with its
96、stakeholders who have a significant impact on the Group and on which the Groups success depends,is set out in the“Business review and outlook”and“Management discussion and analysis”on pages 6 to 14 of this annual report.These discussions form part of this Directors report.Events affecting the Compan
97、y that have occurred since the end of the financial year is set out in“Recent developments after the Reporting Period”in“Business review and outlook”.PRINCIPAL RISKS AND UNCERTAINTIES Our business is subject to a number of risks,including risks that may prevent us from achieving our business objecti
98、ves or may adversely affect our business,financial condition,results of operations,cash flows,and prospects.The following list is a summary of certain principal risks and uncertainties facing the Group,some of which are beyond its control.Further details of risks and uncertainties facing the Group a
99、re set out in the section headed“Risk factors”in the Prospectus and the Form 20-F for the fiscal year ended December 31,2022 filed with the SEC.Risks related to our business and industry We operate in a fast-evolving industry.We cannot guarantee that we will successfully implement our commercializat
100、ion strategies or develop 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 w
101、ith rapid changes in technologies and their impact on user behavior,we may not be able to attract sufficient user traffic to remain competitive,and our business and prospects may be materially and adversely affected.Our business depends on our ability to provide users with interesting and useful con
102、tent,which in turn depends on the content contributed by the content creators on our platform.Our business generates and processes a large amount of data,and we are required to comply with PRC and other applicable laws relating to privacy and cybersecurity.The improper use or disclosure of data coul
103、d have a material and adverse effect on our business and prospects.17Bilibili Inc.2022 Annual Report Directors Report Any compromise of cybersecurity of our platform could materially and adversely affect our business,operations and reputation.Increases in the costs of content on our platform may hav
104、e an adverse effect on our business,financial condition and results of operations.If the content contained within videos,live broadcasting,games,audios and other content formats on our platform is deemed to violate any PRC laws or regulations,our business,financial condition and results of operation
105、s may be materially and adversely affected.If the content contained within videos,live broadcasting,games,audios and other content formats on our platform is considered inappropriate or offensive,our business,financial condition and results of operations may be materially and adversely affected.We f
106、ace uncertainties with respect to the enactment,interpretation and implementation of Notice on Strengthening the Management of Online Show Live Broadcasting and E-commerce Live Broadcasting(關於加強網絡秀場直播和電商直播管理的通知)issued by the National Radio and Television Administration of the PRC(國家廣播電視總局)on Novembe
107、r 12,2020 and the Notice on Promulgation of the Guiding Opinions on Strengthening the Standardized Administration of Online Live Broadcasting issued by the Cyberspace Administration of China.Risks related to our corporate structure We are a Cayman Islands holding company conducting our operations pr
108、imarily through our PRC subsidiaries,the VIEs and their subsidiaries in China;we have no equity ownership in the VIEs and their subsidiaries.Holders of our Class Z ordinary shares or the ADSs hold equity interest in Bilibili Inc.,our Cayman Islands holding company,and do not have direct or indirect
109、equity interests in the VIEs and their subsidiaries.If the PRC government finds that the agreements that establish the structure for operating our business do not comply with PRC laws and regulations,or if these regulations or their interpretations change in the future,we could be subject to severe
110、penalties or be forced to relinquish our interests in those operations.Bilibili,its PRC subsidiaries and VIEs,and investors of Bilibili face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with the VIEs and,consequ
111、ently,significantly affect the financial performance of the VIEs and the Company as a whole.Risks related to doing business in China The PRC governments significant authority in regulating our operations and its oversight and control over offerings conducted overseas by,and foreign investment in,Chi
112、na-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors.Implementation of industry-wide regulations in this nature may cause the value of such securities to significantly decline.Uncertainties in the interpretation and enforce
113、ment of PRC laws and regulations could limit the legal protections available to you and us.18Bilibili Inc.2022 Annual Report Directors Report We face uncertainties with respect to the interpretation and implementation of the Anti-Monopoly Guidelines for the Internet Platform Economy Sector and other
114、 anti-monopoly and competition laws and how it may impact our business operations.The PCAOB had historically been unable to inspect our auditor in relation to their audit work and the inability of the PCAOB to conduct inspections of the auditor in the past had deprived our investors with the benefit
115、s of such inspections.Our ADSs may be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act,or the HFCAA,in the future if the PCAOB is unable to inspect and investigate completely auditors located in China.The delisting of the ADSs,or the threat of their be
116、ing 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 required in connection with our offshore offerings under PRC law,and,if required,we cannot predict whether or for how long we w
117、ill be able to obtain such approval or complete such filing and report process.Regulation and censorship of information disseminated over the mobile and internet in China may adversely affect our business and subject us to liability for content posted on our platform.Risks Related to Our Listed Secu
118、rities The trading price of our listed securities have been and are likely to continue to be volatile,regardless of our operating performance,which could result in substantial losses to our investors.ENVIRONMENTAL POLICIES AND PERFORMANCEWe are committed to fulfilling social responsibility,promoting
119、 employee benefits and development,protecting the environment,giving back to community and achieving sustainable growth.Details of such are set out in the Companys environmental,social and governance report for the year ended December 31,2022(the“Environmental,Social and Governance Report”).COMPLIAN
120、CE WITH RELEVANT LAWS AND REGULATIONSSave as disclosed in the Prospectus and the Environmental,Social and Governance Report,the Company has complied with the relevant laws and regulations that have a significant impact on the operations of the Group during the Reporting Period.19Bilibili Inc.2022 An
121、nual Report Directors Report CONTINUING CONNECTED TRANSACTIONSContractual ArrangementsBackground of the Contractual ArrangementsWe are an iconic brand and a leading video community for young generations in China and cover a wide array of content categories and diverse video consumption scenarios,inc
122、luding videos,live broadcasting and mobile games.Further details are set out in the“Business”Section of the Prospectus.We are considered to be engaged in the provision of internet audio-visual program services,radio and television program production and operation business,value-added telecommunicati
123、ons services,production of audio-visual products and/or electronic publications,and internet culture business(the“Relevant Business”)as a result of the operations of our business.During the Reporting Period,we conducted the Relevant Business through Shanghai Kuanyu,Hode Information Technology,Chaodi
124、an Culture and its subsidiaries,namely,Sharejoy Network,Shanghai Hehehe,and Shanghai Anime Tamashi.Pursuant to applicable PRC laws and regulations,foreign investors are prohibited from holding equity interest in an entity conducting internet audio-visual program services,radio and television program
125、 production and operation business,production of audio-visual products and/or electronic publications,and internet culture business and are restricted to conduct value added telecommunications services(except for electronic commerce,domestic multi-party communication,store-and-forward,and call cente
126、r).A summary of our business that is subject to foreign investment prohibition and restriction in accordance with the Negative List(2021)is set out below:CategoriesOur BusinessProhibitedInternet audio-visual program servicesThe principal business of Shanghai Kuanyu involves video and audio content o
127、peration,which falls within the scope of internet audiovisual program services(網絡視聽節目服務)under the Audio-Visual Regulations.Shanghai Kuanyu holds a License for Online Transmission of Audio-Visual Programs.According to the Negative List(2021),foreign investors are prohibited from holding equity intere
128、sts in any enterprise engaging in internet audio-visual program services.ProhibitedRadio and television program production and operation businessThe principal business of Shanghai Kuanyu,Hode Information Technology and Chaodian Culture involves video and audio content operation,which falls within th
129、e scope of radio and television program production and operation business(廣播電視節目製作經營業務)under the Radio and TV Programs Regulations.Each of Shanghai Kuanyu,Hode Information Technology and Chaodian Culture holds a License for Production and Operation of Radio and Television Programs.According to the N
130、egative List(2021),foreign investors are prohibited from holding equity interests in any enterprise engaging in radio and television program production and operation business.20Bilibili Inc.2022 Annual Report Directors Report CategoriesOur BusinessProhibitedInternet cultural businessThe principal bu
131、siness of Shanghai Kuanyu,Hode Information Technology,Shanghai Anime Tamashi,Sharejoy Network,and Shanghai Hehehe involves video and audio content distribution and/or comics distribution and/or online game distribution,which falls within the scope of internet cultural business(互聯網文化活動)under the Inte
132、rnet Culture Provisions.Each of Shanghai Kuanyu,Hode Information Technology,Shanghai Anime Tamashi,Shanghai Hehehe and Sharejoy Network held an Online Culture Operating Permit during the Reporting Period.Each of Shanghai Kuanyu,Hode Information Technology,Shanghai Anime Tamashi and Shanghai Hehehe c
133、urrently continues to hold an Online Culture Operating Permit.As at the Latest Practicable Date,Sharejoy Network had applied to the local branch of the MCT for a renewal of such permit.We do not perceive material obstacles for it to obtain a renewed Online Culture Operating Permit.According to the N
134、egative List(2021),foreign investors are prohibited from holding equity interests in any enterprise engaging in internet cultural business(except for music).RestrictedValue-added telecommunications services businessThe video and audio content operation and online game operation of Shanghai Kuanyu,Ho
135、de Information Technology,Sharejoy Network,and Shanghai Hehehe involves internet information services,which falls within the scope of“value-added telecommunications services”under the Telecommunications Regulations.According to the applicable PRC laws and regulations,foreign investors are not allowe
136、d to hold more than 50%equity interests in any enterprise conducting such business(except for electronic commerce,domestic multi-party communication,store-and-forward,and call center).Each of Shanghai Kuanyu,Hode Information Technology,Sharejoy Network,and Shanghai Hehehe holds an ICP License for th
137、e provision of the internet information services.As advised by the PRC legal adviser,since each of Shanghai Kuanyu,Hode Information Technology,Sharejoy Network,and Shanghai Hehehe engages in one or more prohibited businesses,foreign investors are prohibited from holding equity interests in each of t
138、hese entities.As advised by our PRC Legal Adviser,while the business of video and audio content operation and online game operation fall within the scope of“value-added telecommunication service”under the Telecommunications Regulations,where foreign investors are not allowed to hold more than 50%equ
139、ity interests in any enterprise conducting such business,each of the VIEs conducting video and audio content operation or online game operation,which also falls within the scope of internet audio-visual program services and/or radio and television program production and operation business and/or pro
140、duction of audio-visual products and/or electronic publications and/or internet cultural business,must hold the License for Online Transmission of Audio-Visual Programs and/or License for Production and Operation of Radio and Television Programs and/or Permit for Production of Audio-visual Products
141、and/or Online Culture Operating Permit,which are prohibited to be held by any foreign invested companies,to conduct video and audio content operation and online game operation.21Bilibili Inc.2022 Annual Report Directors Report As a result of the foregoing,a series of Contractual Arrangements have be
142、en entered into by Shanghai Kuanyu,Hode Shanghai and the sole shareholder of Shanghai Kuanyu,Mr.Rui Chen,another series of Contractual Arrangements by Hode Information Technology,Hode Shanghai and the shareholders of Hode Information Technology,namely,Mr.Rui Chen,Ms.Ni Li and Mr.Yi Xu(the“Registered
143、 Shareholders”),and another series of Contractual Arrangements have been entered into by Chaodian(Shanghai)Technology Co.,Ltd.,with Chaodian Culture and its individual shareholders through which we have obtained control over the operations of,and enjoy all economic benefits of the VIEs since 2014 an
144、d 2019,respectively.During the Reporting Period,revenues contributed by the VIEs were RMB16,074.7 million(2021:RMB14,442.4 million),which accounted for approximately 73.4%(2021:74.5%)of the Groups revenues.The VIEs also operate several ancillary businesses that are fully integrated with its online p
145、latform but are not,on their own,subject to foreign investment restrictions.These include(i)the operation of e-commerce platform business through Bilibili Merchandise which provides ancillary services to the content offerings in the Companys main website and mobile application(the“Bilibili Merchandi
146、se Business”);and(ii)the development,procurement and sales of ACG related merchandise(the“ACG-Related Merchandise Business”).Further details the Bilibili Merchandise Business and the ACG-Related Merchandise Business,including details about the operation of the businesses and why such businesses need
147、 to remain VIE structure,are set out in the section headed“Contractual Arrangements”in the Prospectus.Based on the above and as set out in the section headed“Contractual Arrangements”in the Prospectus,we believe that the Contractual Arrangements are narrowly tailored to minimize the potential confli
148、ct with relevant PRC laws and regulations.Risks relating to the Contractual Arrangements and actions taken to mitigate the risks If the PRC government finds that the agreements that establish the structure for operating our businesses in China do not comply with PRC regulations on foreign investment
149、 in internet and other related businesses,or if these regulations or their interpretation change in the future,we could be subject to severe penalties or be forced to relinquish our interests in those operations.We rely on contractual arrangements with the VIEs and their shareholders for our operati
150、ons in China,which may not be as effective in providing operational control as direct ownership.We may lose the ability to use and enjoy assets held by the VIEs and their subsidiaries that are important to our business if the VIEs and their subsidiaries declare bankruptcy or become subject to a diss
151、olution or liquidation proceeding.Contractual arrangements we have entered into with the VIEs may be subject to scrutiny by the PRC tax authorities.A finding that we owe additional taxes could negatively affect our financial condition and the value of your investment.22Bilibili Inc.2022 Annual Repor
152、t Directors Report If the chops of our PRC subsidiaries,the VIEs and their subsidiaries,are not kept safely,are stolen or are used by unauthorized persons or for unauthorized purposes,the corporate governance of these entities could be severely and adversely compromised.The shareholders of the VIEs
153、may have potential conflicts of interest with us,which may materially and adversely affect our business.We may rely on dividends paid by our PRC subsidiaries to fund cash and financing requirements.Any limitation on the ability of our PRC subsidiaries to pay dividends to us could have a material adv
154、erse effect on our ability to conduct our business and to pay dividends to our shareholders and ADS holders.Substantial uncertainties exist with respect to how the Foreign Investment Law may impact the viability of our current corporate structure and operations.The structuring and implementation of
155、the Contractual Arrangements,including the detailed terms of the Contractual Arrangements,as discussed in this annual report,are designed to mitigate these risks.Summary of the Material Terms of the Contractual ArrangementsA description of each of the specific agreements that comprise the Contractua
156、l Arrangements is set out below.(1)Exclusive Business Cooperation AgreementsShanghai Kuanyu and Hode Shanghai entered into an exclusive business cooperation agreement on December 23,2020,pursuant to which Shanghai Kuanyu agreed to engage Hode Shanghai as its exclusive service provider of comprehensi
157、ve business support,technical services and consultation services,including,but not limited to,the following services:research and development on relevant technologies required for Shanghai Kuanyus business;technical application and implementation in relation to Shanghai Kuanyus business operations;t
158、echnical services including advertising design solutions,software design,page production,and management consulting advice in relation to Shanghai Kuanyus advertising business operations;daily maintenance,monitoring,debugging and troubleshooting of computer network equipment;consultancy services for
159、the procurement of relevant equipment and software and hardware systems required by Shanghai Kuanyu to carry out its network operations;23Bilibili Inc.2022 Annual Report Directors Report providing appropriate training and technical support and assistance to Shanghai Kuanyus employees;giving advice a
160、nd solutions to technical questions raised by Shanghai Kuanyu;and other relevant services requested by Shanghai Kuanyu from time to time to the extent permitted under PRC laws and regulations.Pursuant to the exclusive business cooperation agreement,the service fee shall be equivalent to the total co
161、nsolidated net profit of Shanghai Kuanyu of each financial year,after offsetting the prior year loss(if any),costs,expenses,taxes and other statutory contributions incurred in the corresponding financial year.Notwithstanding the foregoing,Hode Shanghai shall have the right to adjust the level of the
162、 service fee based on the(a)the complexity of the services provided;(b)the time required for providing the services;(c)the content and commercial value of the services provided;and(d)the market price of the same type of services.Shanghai Kuanyu has agreed to pay the service fee to the bank account d
163、esignated by Hode Shanghai within five(5)business days after Hode Shanghai issues the payment notice,as amended by Hode Shanghai from time to time.In addition,pursuant to the exclusive business cooperation agreement,without the prior written approval from Hode Shanghai,Shanghai Kuanyu shall not,and/
164、or shall procure the other consolidated affiliated entities not to,enter into any transactions(save as those transactions entered into in the ordinary course of business)that may materially affect its assets,obligations,rights or operation,including but not limited to:(i)the sale,transfer,mortgage o
165、r otherwise dispose of any assets(except for those of value less than RMB1 million in the ordinary course of business of the consolidated affiliated entities),business,management right or beneficial interest of income or create any security interest on any assets,including but not limited to any mor
166、tgage,pledge,share options or other guarantee arrangements;(ii)the provision of any guarantee or any fees to third parties or the occurrence of any indebtedness(except for those reasonable costs incurred in the ordinary course of business);(iii)the entering into of any material contracts(except for
167、those where contract amount is less than RMB1 million and those which are entered into within the ordinary course of business of the consolidated affiliated entities between Shanghai Kuanyu and Hode Shanghai and its related parties);(iv)any merger,acquisition,restructuring or liquidation;and(v)cause
168、 any conflict of interest between Shanghai Kuanyu and Hode Shanghai as well as its shareholders.24Bilibili Inc.2022 Annual Report Directors Report The exclusive business cooperation agreement also provides that Hode Shanghai has the exclusive proprietary rights in any and all intellectual property r
169、ights developed or created by the consolidated affiliated entities during the performance of the exclusive business cooperation agreement.Our Directors consider that the above arrangements will ensure the economic benefits generated from the operations of the consolidated affiliated entities will fl
170、ow to Hode Shanghai and hence,the Group as a whole.The exclusive business cooperation agreement has an indefinite term commencing from December 23,2020,being the date of the exclusive business cooperation agreement.The exclusive business cooperation agreement may be terminated by Hode Shanghai(i)by
171、giving Shanghai Kuanyu a thirty(30)days prior written notice of termination;(ii)upon the transfer of the entire equity interests in or the transfer of all assets of Shanghai Kuanyu to Hode Shanghai or its designated person pursuant to the exclusive option agreement;(iii)when Shanghai Kuanyu ceases t
172、o operate any business,becomes insolvency,bankruptcy or subject to liquidation or dissolution procedures;(iv)when it is legally permissible for Hode Shanghai to hold equity interests directly in Shanghai Kuanyu and Hode Shanghai or its designated person is registered to be the shareholder of Shangha
173、i Kuanyu;or(v)Shanghai Kuanyu breaches the exclusive business cooperation agreement.Shanghai Kuanyu is not contractually entitled to unilaterally terminate the exclusive business cooperation agreement with Hode Shanghai unless otherwise required by PRC laws and regulations.On December 23,2020,Hode S
174、hanghai and Hode Information Technology entered into an exclusive business cooperation agreement,which contains terms substantially similar to the exclusive business cooperation agreement described above.On September 30,2020,Chaodian Technology and Chaodian Culture entered into an exclusive business
175、 cooperation agreement,which contains terms substantially similar to the exclusive business cooperation agreement described above.(2)Exclusive Option AgreementsHode Shanghai,Shanghai Kuanyu and Mr.Rui Chen,the shareholder of Shanghai Kuanyu,entered into an exclusive option agreement on December 23,2
176、020,pursuant to which Mr.Rui Chen granted irrevocably to Hode Shanghai the rights to require Mr.Rui Chen to transfer any or all his equity interests and to require Shanghai Kuanyu to transfer any or all of its assets to Hode Shanghai and/or a third party designated by it,in whole or in part at any t
177、ime and from time to time,at a minimum purchase price permitted under PRC laws and regulations.If not explicitly specified in PRC laws and regulations or required by the relevant government authority,the transfer price shall be free or the nominal price.Mr.Rui Chen has also undertaken that,subject t
178、o the relevant PRC laws and regulations,he will return to Hode Shanghai any consideration he receives in the event that Hode Shanghai exercises the options under the exclusive option agreement to acquire the equity interests and/or assets in Shanghai Kuanyu.25Bilibili Inc.2022 Annual Report Director
179、s Report Pursuant to the exclusive option agreement,Mr.Rui Chen and Shanghai Kuanyu have undertaken to perform certain acts or refrain from performing certain other acts unless they have obtained prior approval from Hode Shanghai,including but not limited to the following matters:(i)Shanghai Kuanyu
180、shall not in any manner supplement,change or alter its constitutional documents or increase or decrease its registered capital or change the structure of its registered capital in other manner;(ii)Shanghai Kuanyu shall prudently and effectively operate its business and transactions in accordance wit
181、h the good financial and business standards;(iii)Shanghai Kuanyu shall not sell,transfer,mortgage or otherwise dispose of any assets,business,legal or beneficial interest of its income or allow any guarantee or security to be created on its assets except for those of value less than RMB1 million req
182、uired for normal business operations;(iv)Shanghai Kuanyu shall not incur,inherit,guarantee or allow any indebtedness other than those having been disclosed to and consented by Hode Shanghai in writing or those made during the ordinary course of its business;(v)Shanghai Kuanyu shall not enter into an
183、y material contracts with an amount more than RMB1 million without Hode Shanghais prior written consent,except the contracts executed in the ordinary course of business or contracts entered between Shanghai Kuanyu and the Company(or any of our subsidiaries);(vi)Shanghai Kuanyu shall operate its busi
184、ness in order to maintain its asset value or not allow any acts or omission which adversely affects its business or assets value;(vii)Shanghai Kuanyu shall immediately inform Hode Shanghai if its assets or business involved in any disputes,litigations,arbitrations or administrative proceedings;(viii
185、)Shanghai Kuanyu shall not distribute any dividend to its shareholder without Hode Shanghais written consent.To the extent permitted under the relevant PRC laws and regulations,Mr.Rui Chen shall inform and transfer all distributable receivable by him to Hode Shanghai as soon as possible after receiv
186、ing such interests;(ix)Shanghai Kuanyu and its affiliates shall provide its operation and financial information to Hode Shanghai or its designated person upon Hode Shanghais request;(x)Shanghai Kuanyu shall not separate,or merge,or enter into joint operation agreements with other entities,or acquire
187、 or be acquired by other entities,or invest in any entities without Hode Shanghais written consent;26Bilibili Inc.2022 Annual Report Directors Report(xi)Shanghai Kuanyu shall sign all necessary and appropriate documents,take all necessary and proper acts,bring up all necessary and proper requests,or
188、 raise necessary and proper defenses against claims to maintain Shanghai Kuanyu and its affiliates ownership for all the assets;(xii)if Mr.Rui Chen or Shanghai Kuanyu fails to perform the tax obligations under applicable laws and results in obstacles for Hode Shanghai to exercise its exclusive optio
189、n right,Shanghai Kuanyu or Mr.Rui Chen shall pay the taxes or pay the same amount to Hode Shanghai so Hode Shanghai may pay the taxes instead;and(xiii)Shanghai Kuanyu shall take all necessary and proper acts to ensure that all government permits,licenses,authorizations,and approvals required by Shan
190、ghai Kuanyu and its affiliates to conduct their businesses are valid and make all necessary changes as required by the relevant PRC laws and regulations.The exclusive option agreement has an indefinite term commencing from December 23,2020,being the date of the exclusive option agreement,until it is
191、 terminated(i)by Hode Shanghai through giving Shanghai Kuanyu and Mr.Rui Chen a prior written notice of termination;or(ii)upon the transfer of the entire equity interests held by the Mr.Rui Chen and/or the transfer of all the assets of Shanghai Kuanyu to Hode Shanghai or its designated person and th
192、e completion of registration with the relevant local branch of the SAMR.Neither Shanghai Kuanyu nor Mr.Rui Chen is contractually entitled to terminate the exclusive option agreement unless otherwise required by PRC laws and regulations.On December 23,2020,Hode Shanghai,Hode Information Technology an
193、d each of the shareholders of Hode Information Technology entered into an exclusive option agreement,which contains terms substantially similar to the exclusive option agreement described above.On September 30,2020,Chaodian Technology,Chaodian Culture and each of the individual shareholders of Hode
194、Chaodian Culture entered into an exclusive option agreement,which contains terms substantially similar to the exclusive option agreement described above.(3)Equity Pledge AgreementsHode Shanghai,Shanghai Kuanyu and Mr.Rui Chen entered into an equity pledge agreement on August 24,2021,pursuant to whic
195、h Mr.Rui Chen agreed to pledge all of his equity interests in Shanghai Kuanyu to Hode Shanghai as a security interest to guarantee the performance of contractual obligations and the payment of outstanding debts under the Contractual Arrangements.Under the equity pledge agreement,Shanghai Kuanyu and
196、Mr.Rui Chen represent and warrant to Hode Shanghai that appropriate arrangements have been made to protect Hode Shanghais interests in the event of death,restricted capacity or incapacity,divorce of Mr.Rui Chen or any other event which causes his inability to exercise his rights as a shareholder of
197、Shanghai Kuanyu to avoid any practical difficulties in enforcing the equity pledge agreement and shall procure or use its reasonable efforts to procure any successors of Mr.Rui Chen to 27Bilibili Inc.2022 Annual Report Directors Report comply with the same undertakings as if they were parties to the
198、 equity pledge agreement.If Shanghai Kuanyu declares any dividend during the term of the pledge,Hode Shanghai is entitled to receive all such dividends,bonus issue or other income arising from the pledged equity interests,if any.If Mr.Rui Chen or Shanghai Kuanyu breaches or fails to fulfill the obli
199、gations under any of the aforementioned agreements,Hode Shanghai,as the pledgee,will be entitled to escrow of the pledged equity interests,entirely or partially.In addition,pursuant to the equity pledge agreement,Mr.Rui Chen has undertaken to Hode Shanghai,among other things,not to transfer his equi
200、ty interests in Shanghai Kuanyu and not to create or allow any pledge thereon that may affect the rights and interest of Hode Shanghai without its prior written consent.The equity pledge under the equity pledge agreement takes effect upon the completion of registration with the relevant local branch
201、 of the SAMR and shall remain valid until(i)all the obligations under the Contractual Arrangements have been fulfilled;(ii)Mr.Rui Chen has transferred all of his equity interests in Shanghai Kuanyu in accordance with the exclusive option agreement and Hode Shanghai can legally conduct the businesses
202、 held by Shanghai Kuanyu;(iii)Shanghai Kuanyu has transferred all of its assets in accordance with the exclusive option agreement and Hode Shanghai can legally conduct the businesses held by Shanghai Kuanyu;(iv)the equity pledge agreement has been unilaterally terminated by Hode Shanghai;or(v)all of
203、 it is terminated as required by applicable PRC laws and regulations.The registration of the equity pledge agreement as required by the relevant laws and regulations has been completed in accordance with the terms of the equity pledge agreement and PRC laws and regulations.On December 23,2020,Hode S
204、hanghai,Hode Information Technology and each of the shareholders of Hode Information Technology entered into an equity pledge agreement,which contains terms substantially similar to the equity pledge agreement described above.On September 30,2020,Chaodian Technology,Chaodian Culture and each of the
205、individual shareholders of Chaodian Culture entered into an equity pledge agreement,which contains terms substantially similar to the equity pledge agreement described above.(4)Powers of AttorneyMr.Rui Chen executed a power of attorney on August 24,2021,pursuant to which,Mr.Rui Chen irrevocably appo
206、ints Hode Shanghai or its designated person(including but not limited to directors and their successors and liquidators replacing the directors but excluding those non-independent or who may give rise to conflict of interests),as his attorney-in-fact to exercise such shareholders rights in Shanghai
207、Kuanyu,including without limitation to,the rights to(i)convene and participate in shareholders meeting pursuant to the articles of Shanghai Kuanyu in the capacity of a proxy of Mr.Rui Chen;(ii)exercise the voting rights pursuant to the relevant PRC laws and regulations and the articles of Shanghai K
208、uanyu,on behalf of Mr.Rui Chen,and adopt resolutions,on matters to be discussed and resolved at shareholders meetings and the appointment and election of directors of Shanghai Kuanyu,and manage the company and exercise the rights of Mr.Rui Chen in the event of liquidation of Shanghai Kuanyu;(iii)sig
209、n or submit any required document to any company registry or other 28Bilibili Inc.2022 Annual Report Directors Report authorities in the capacity of a proxy of Mr.Rui Chen;(iv)to nominate,elect,designate or appoint and remove the legal representative,directors,supervisors and other senior officers o
210、f Shanghai Kuanyu pursuant to the articles of association of Shanghai Kuanyu;(v)to raise lawsuits or other legal proceedings against the directors,supervisors and senior officers of Shanghai Kuanyu when their behaviors harm the interest of its shareholders;(vi)to sign and execute any related documen
211、ts including but not limited to share transfer agreement,asset transfer agreement and board resolutions when Mr.Rui Chen exercises his right to transfer his equity in Shanghai Kuanyu in accordance with exclusive option agreement;and(vii)to instruct the directors and senior officers to act in accorda
212、nce with our attention.Mr.Rui Chen has undertaken that he will refrain from any action or omission that may cause any conflict of interest between himself and Hode Shanghai or its shareholders.The powers of attorney has an indefinite term commencing from August 24,2021 and will be terminated in the
213、event that(i)the power of attorney is unilaterally terminated by Hode Shanghai;or(ii)it is legally permissible for Hode Shanghai,the Company or any of our subsidiaries to hold equity interests directly or indirectly in Shanghai Kuanyu and Hode Shanghai or its designated person is registered to be th
214、e sole shareholder of Shanghai Kuanyu.On December 23,2020,each of the shareholders of Hode Information Technology executed a power of attorney,which contains terms substantially similar to the power of attorney executed by Mr.Rui Chen as described above.On September 30,2020,each of the individual sh
215、areholders of Chaodian Culture executed a power of attorney,which contains terms substantially similar to the power of attorney executed by Mr.Rui Chen as described above.Further details of the Contractual Arrangements are set out in the Prospectus and the announcement of the Company dated May 2,202
216、2.Continuing Connected Transactions with TencentOn April 29,2022,the Company entered into the Payment Services Agreement,the Cloud Services Agreement,the Collaboration Agreements(together the“CCT Agreements”)with associates of Tencent.Tencent is one of the substantial Shareholders of the Company.Acc
217、ordingly,pursuant to Chapter 14A of the Listing Rules,Tencent and its associates are connected persons of the Company and the Payment Services Agreement,the Cloud Services Agreement,the Collaboration Agreements,and the transactions contemplated thereunder shall constitute continuing connected transa
218、ctions of the Company.29Bilibili Inc.2022 Annual Report Directors Report(1)Payment Services AgreementThe Company and Tencent Computer(for itself and on behalf of the Tencent Computer Group)entered into the Payment Services Agreement,pursuant to which the Tencent Computer Group provides the Company w
219、ith payment services through its payment channels so as to enable its users to conduct online transactions and the Company will pay service fees to the Tencent Computer Group in respect of such services.The initial term of the Payment Services Agreement is from the Primary Conversion Effective Date
220、until December 31,2024,subject to renewal upon the mutual agreement of the parties and compliance with the Listing Rules.The annual cap for the service fees incurred by the Group to the Tencent Computer Group under the Payment Services Agreement for the year ended December 31,2022 is RMB50.6 million
221、,while the actual transaction amount for the year ended December 31,2022 is RMB31.7 million.(2)Cloud Services AgreementThe Company and Tencent Computer(for itself and on behalf of the Tencent Computer Group)entered into the Cloud Services Agreement,pursuant to which the Tencent Computer Group provid
222、es cloud services and other technical services to the Company for service fees.Cloud services and other technical services include but are not limited to the provision of content delivery network services,cloud services,cloud storage,border gateway protocol,agile product development management platf
223、orm,performance testing,cloud security and technical support related to cloud services,game testing and product testing services.The initial term of the Cloud Services Agreement is from the Primary Conversion Effective Date until December 31,2024,subject to renewal upon the mutual agreement of the p
224、arties and compliance with the Listing Rules.The annual cap for the service fees incurred by the Group to the Tencent Computer Group under the Cloud Services Agreement for the year ended December 31,2022 is RMB691.7 million,while the actual transaction amount for the year ended December 31,2022 is R
225、MB326.4 million.(3)Collaboration AgreementsThe Company and each of Tencent Computer(for itself and on behalf of the Tencent Computer Group),Douyu,Tianwen Kadokawa,TME Tech Shenzhen(for itself and on behalf of the TME Group),Shanghai Yueting(for itself and on behalf of the China Literature Group),Gua
226、ngzhou Huya(for itself and on behalf of the Huya Group),and TJ Sports entered into the Collaboration Agreements in relation to IP related collaborations and licensing,product distribution,promotion collaboration,game collaboration,content production collaboration and offline exhibitions.30Bilibili I
227、nc.2022 Annual Report Directors Report The initial term of each of the Collaboration Agreements is from the Primary Conversion Effective Date until December 31,2024,subject to renewal upon the mutual agreement of the parties and compliance with the Listing Rules.The annual cap for the costs incurred
228、 by the Company under the Collaboration Agreements for the year ended December 31,2022 is RMB2,095.5 million,while the actual transaction amount for the year ended December 31,2022 is RMB1,031.9 million.The annual caps for the income generated by the Company from the connected persons under the Coll
229、aboration Agreements for the year ended December 31,2022 are RMB1,123.2 million while the actual transaction amount for the year ended December 31,2022 is RMB676.6 million.Further information about the Payment Services Agreement,the Cloud Services Agreement,the Collaboration Agreements are set out i
230、n the announcement of the Company dated May 2,2022 and the circular of the Company dated June 6,2022.The transactions under the Collaboration Agreements and the transactions under the comprehensive cooperation framework agreement entered into on January 26,2023 between the Company and Beijing Jinjia
231、ng Original Networking Technology Co.,Ltd.,an associate of Tencent,(the“Comprehensive Cooperation Framework Agreement”)have been aggregated for the purpose of Rule 14A.81 of the Listing Rules.Further information about the Comprehensive Cooperation Framework Agreement are set out in the announcement
232、of the Company dated January 26,2023.During the year ended December 31,2022,save as disclosed in this annual report,no related party transaction disclosed in Note 22 to the consolidated financial statements falls under the definition of“connected transaction”or“continuing connected transaction”in Ch
233、apter 14A of the Listing Rules for which disclosure is required.Confirmation from independent DirectorsThe Companys independent Directors have reviewed the above continuing connected transactions and confirmed that:(1)the transactions carried out during the year have been entered into in accordance
234、with the relevant provisions of the Contractual Arrangements;(2)no dividends or other distributions have been made by the Onshore Holdcos to the holders of its equity interests which are not otherwise subsequently assigned or transferred to the Group during the Reporting Period;(3)no new contracts w
235、ere entered into,renewed or reproduced between the Group and the Consolidated Affiliated Entities during the Reporting Period other than the ones disclosed above;31Bilibili Inc.2022 Annual Report Directors Report(4)each of the Contractual Arrangements and the CCT Agreements has been entered into in
236、the ordinary and usual course of business of the Group;(5)each of the Contractual Arrangements and the CCT Agreements has been entered into on normal commercial terms or better;and(6)each of the Contractual Arrangements and the CCT Agreements has been entered into in accordance with the relevant agr
237、eement governing them on terms that are fair and reasonable,or advantageous to the Shareholders,and in the interests of the Company and the Shareholders as a whole.Confirmation from the Companys independent auditorThe Companys auditor was engaged to report on the Groups continuing connected transact
238、ions in accordance with Hong Kong Standard on Assurance Engagements 3000(Revised)“Assurance Engagements Other than Audits or Reviews of Historical Financial Information”and with reference to Practice Note 740(Revised)“Auditors Letter on Continuing Connected Transactions under the Hong Kong Listing R
239、ules”issued by the Hong Kong Institute of Certified Public Accountants.The auditor has issued his unmodified letter containing his findings and conclusions in respect of the continuing connected transactions disclosed by the Group on pages 28 to 30 of this annual report in accordance with Main Board
240、 Listing Rule 14A.56.A copy of the auditors letter has been provided by the Company to The Stock Exchange of Hong Kong Limited.The Companys auditor has confirmed in a letter to the Board that,with respect of the aforesaid continuing connected transactions entered into during the Reporting Period:(1)
241、nothing has come to the auditors attention that causes the auditor to believe that the disclosed continuing connected transactions have not been approved by the Board;(2)for transactions involving the provision of goods or services by the Group,nothing has come to the auditors attention that causes
242、the auditor to believe that the continuing connected transactions were not,in all material respects,in accordance with the pricing policies of the Group;(3)nothing has come to the auditors attention that causes the auditor to believe that the transactions were not entered into,in all material respec
243、ts,in accordance with the relevant agreements governing such transactions;(4)with respect to the aggregate amount of each of the continuing connected transactions(other than those transactions with the VIEs)set out in the attached list of continuing connected transactions,nothing has come to our att
244、ention that causes the auditor to believe that the disclosed continuing connected transactions have exceeded the annual cap as set by the Company;and32Bilibili Inc.2022 Annual Report Directors Report(5)with respect of the disclosed continuing connected transactions with the VIEs under the contractua
245、l arrangements,nothing has come to the auditors attention that causes the auditor to believe that dividends or other distributions have been made by the VIEs to the holders of the equity interests of the VIEs which are not otherwise subsequently assigned or transferred to the Group.WEIGHTED VOTING R
246、IGHTSThe Company is controlled through weighted voting rights.Under the Companys weighted voting rights structure,each Class Y ordinary share entitles the holder to exercise ten votes and each Class Z ordinary share entitles the holder to exercise one vote on all matters that require a shareholders
247、vote,subject to Rule 8A.24 of the Listing Rules that requires certain matters to be voted on a one vote per share basis(the“Reserved Matters”).The Companys weighted voting rights structure enables Mr.Rui Chen,Ms.Ni Li and Mr.Yi Xu,holders of the Class Y ordinary shares(the“WVR Beneficiaries”),to exe
248、rcise voting control over the Company notwithstanding that the WVR Beneficiaries do not hold a majority economic interest in the share capital of the Company.This allows the Company to benefit from the continued vision and leadership of the WVR Beneficiaries.Shareholders and prospective investors ar
249、e advised to be aware of the potential risks of investing in companies with a weighted voting rights structure,in particular that the interests of the WVR Beneficiaries may not necessarily always be aligned with those of our shareholders as a whole,and that the WVR Beneficiaries will be in a positio
250、n to exert significant influence over the affairs of the Company and the outcome of shareholders resolutions,irrespective of how other shareholders vote.Prospective investors should make the decision to invest in the Company only after due and careful consideration.As of December 31,2022,the WVR Ben
251、eficiaries were interested in a total of 83,715,114 Class Y ordinary shares,representing a total of 72.9%voting rights in the Company with respect to shareholders resolutions relating to matters other than the Reserved Matters(excluding 5,337,832 Class Z ordinary shares issued and reserved for futur
252、e issuance upon the exercise or vesting of awards granted under the Companys share incentive plans).Class Y ordinary shares may be converted into Class Z ordinary shares on a one-to-one ratio.Upon the conversion of the Class Y ordinary shares,the Company would redesignate 83,715,114 Class Y ordinary
253、 shares and reissue the same number of Class Z ordinary shares,representing 21.2%of the issued share capital of the Company as of December 31,2022(excluding 5,337,832 Class Z ordinary shares issued and reserved for future issuance upon the exercise or vesting of awards granted under the Companys sha
254、re incentive plans).33Bilibili Inc.2022 Annual Report Directors Report As of December 31,2022,Mr.Rui Chen was interested in,and controlled through Vanship Limited,49,299,006 Class Y ordinary shares and 525,525 Class Z ordinary shares in the form of ADSs,and 1,602,000 Class Z ordinary shares issuable
255、 to Mr.Rui Chen upon exercise of options within 60 days after December 31,2022,representing 43.0%of the voting rights in the Company.Vanship Limited is controlled by a trust of which Mr.Chen and his family members are the beneficiaries.As of December 31,2022,Ms.Ni Li was interested in,and controlled
256、 through Saber Lily Limited,7,200,000 Class Y ordinary shares and 908,300 Class Z ordinary shares,and 668,000 Class Z ordinary shares issuable to Ms.Ni Li upon exercise of options within 60 days after December 31,2022,representing a total of 6.4%of the voting rights in the Company.Saber Lily Limited
257、 is controlled by a trust,and Ms.Li and her family members are the trusts beneficiaries.As of December 31,2022,Mr.Yi Xu was interested in,and controlled through Kami Sama Limited,27,216,108 Class Y ordinary shares and 151,100 Class Z ordinary shares,and he held 45,000 Class Z ordinary shares in the
258、form of ADSs,representing a total of 23.7%of the voting rights in the Company.Kami Sama Limited is controlled by a trust,and Mr.Xu and his family members are the trusts beneficiaries.The weighted voting rights attached to the Class Y ordinary shares will cease when none of the WVR Beneficiaries have
259、 beneficial ownership of any of the Class Y ordinary shares,in accordance with Rule 8A.22 of the Listing Rules.This may occur:(i)upon the occurrence of any of the circumstances set out in Rule 8A.17 of the Listing Rules,in particular where a WVR Beneficiary is:(1)deceased;(2)no longer a member of ou
260、r board;(3)deemed by the Stock Exchange to be incapacitated for the purpose of performing his duties as a director;or(4)deemed by the Stock Exchange to no longer meet the requirements of a director set out in the Listing Rules;(ii)when a WVR Beneficiary have transferred to another person the benefic
261、ial ownership of,or economic interest in,all of the Class Y ordinary shares or the voting rights attached to them,other than in the circumstances permitted by Rule 8A.18 of the Listing Rules;(iii)where a vehicle holding Class Y ordinary shares on behalf of a WVR Beneficiary no longer complies with R
262、ule 8A.18(2)of the Listing Rules;or(iv)when all of the Class Y ordinary shares have been converted to Class Z ordinary shares.The Company confirms that it has,during the Reporting Period,complied with the Corporate Governance Code set out in Appendix 14 to the Listing Rules to the extent required by
263、 Chapter 8A of the Listing Rules.34Bilibili Inc.2022 Annual Report Directors Report Nominating and Corporate Governance CommitteeThe Companys Nominating and Corporate Governance Committee complies with Rules 8A.27,8A.28 and 8A.30 of the Listing Rules.The members of the Nominating and Corporate Gover
264、nance Committee are independent non-executive Directors,namely,Mr.JP Gan,Mr.Eric He and Mr.Feng Li.Mr.JP Gan is the chairman of the Nominating and Corporate Governance Committee.The following is a summary of work performed by the Nominating And Corporate Governance Committee in respect of its corpor
265、ate governance functions:Reviewed and monitored whether the Company is operated and managed for the benefits of all its Shareholders.Reviewed the policies and practices of the Company on corporate governance and on compliance with legal and regulatory requirements.Reviewed the Companys compliance wi
266、th the Corporate Governance Code to the extent required by Chapter 8A of the Listing Rules and the Companys disclosure for compliance with Chapter 8A of the Listing Rules.Made a recommendation to the Board as to the appointment of the Companys compliance advisor.Reviewed and monitored the management
267、 of conflicts of interests between the Company and its subsidiaries and consolidated affiliated entities/the shareholders on one hand and the WVR Beneficiaries on the other.Reviewed and monitored all risks related to the weighted voting rights structure,including any connected transactions between t
268、he Company and its subsidiaries and consolidated affiliated entities on one hand and any WVR Beneficiary on the other.Reviewed the arrangements for the training and continuous professional development of directors and senior management(in particular,Chapter 8A of the Listing Rules and knowledge in r
269、elation to the risks relating to the weighted voting rights structure).Reviewed and confirmed that the WVR Beneficiaries have been members of the Board throughout the year ended December 31,2022 and no matters under Rule 8A.17 of the Listing Rules have occurred during the year ended December 31,2022
270、,and they have complied with Rules 8A.14,8A.15,8A.18 and 8A.24 of the Listing Rules throughout the year ended December 31,2022.Sought to ensure effective and on-going communication between the Company and its shareholders,particularly with regards to the requirements of Rule 8A.35 of the Listing Rul
271、es.Reported on the work of the Nominating and Corporate Governance committee covering areas of its terms of reference.35Bilibili Inc.2022 Annual Report Directors Report The Nominating and Corporate Governance committee recommended the Board to continue the implementation of thecorporate governance m
272、easures described above and to periodically review their efficacy.MAJOR CUSTOMERS AND MAJOR SUPPLIERSDuring the fiscal year ended December 31,2022,less than 10%of our total revenue was generated from our five largest customers combined and less than 15%of our total cost of revenues and operating exp
273、enses were made from the five largest suppliers combined.None of the Directors,their respective close associates,or any Shareholder(which to the best of the Directors knowledge owns more than 5%of the number of issued Shares)had any interest in any of our five largest customers or suppliers during t
274、he fiscal year ended December 31,2022.PRE-EMPTIVE RIGHTSThere are no provisions for pre-emptive rights under the laws of the Cayman Islands which would oblige the Company to offer new Shares on a pro-rata basis to the existing Shareholders.TAX RELIEF AND EXEMPTION OF HOLDERS OF LISTED SECURITIESThe
275、Directors are not aware of any tax relief and exemption available to the Shareholders by reason of their holding of the Companys securities.SUBSIDIARIESParticulars of the Companys subsidiaries are set out in Note 1 to the consolidated financial statements.PROPERTY,PLANT AND EQUIPMENTDetails of prope
276、rty,plant and equipment of the Group for the year ended December 31,2022 are set out in Note 7 to the consolidated financial statements.During the Reporting Period,none of the Companys properties are held for development and/or sale or for investment purposes.SHARE CAPITAL AND SHARES ISSUEDDetails o
277、f movements in the share capital of the Company for the year ended December 31,2022 are set out in the Consolidated Statements of Changes in Shareholders Equity in this annual report.36Bilibili Inc.2022 Annual Report Directors Report SUFFICIENCY OF PUBLIC FLOATBased on information that is publicly a
278、vailable to the Company and within the knowledge of the Directors as of the Latest Practicable Date,the Company had maintained the prescribed percentage of public float under the Listing Rules.DONATIONDuring the Reporting Period,the Group made charitable donations of RMB63.1 million.DEBENTURE ISSUED
279、The Group did not issue any debentures during the Reporting Period.EQUITY-LINKED AGREEMENTSSave as disclosed in the section headed“Share Schemes”in this annual report,no equity-linked agreement was entered into by the Group,or existed during the Reporting Period.DIVIDENDThe Board did not recommend t
280、he distribution of an annual dividend for the fiscal year ended December 31,2022.There is no arrangement under which a Shareholder has waived or agreed to waive any dividend.PERMITTED INDEMNITYPursuant to Article 163 of the Articles of Association and subject to the applicable laws and regulations,e
281、very Director shall be indemnified and secured harmless against all actions,proceedings,costs,charges,expenses,losses,damages or liabilities which they or any of them incurred or sustained,other than by reason of such Directors own dishonesty,wilful default or fraud,in or about the conduct of the Co
282、mpanys business or affairs(including as a result of any mistake of judgment)or in the execution or discharge of his duties,powers,authorities or discretions.A permitted indemnity provision(as defined in section 469 of the Companies Ordinance)for the benefit of the Directors is currently in force dur
283、ing the Reporting Period.RESERVESDetails of movements in the reserves of the Group and the Company during the fiscal year ended December 31,2022 are set out in the consolidated statement of changes in equity on page 86 and in Note 2(z)to the consolidated financial statements,respectively.As of Decem
284、ber 31,2022,the Company did not have any distributable reserves.37Bilibili Inc.2022 Annual Report Directors Report LOANS AND BORROWINGSDetails of the bank loans,overdrafts and other borrowings of the Group for the fiscal year ended December 31,2022 are set out in Note 14 and Note 16 to the consolida
285、ted financial statements.DIRECTORS SERVICE CONTRACTSEach of our executive Directors entered into a director agreement with the Company on October 3,2022.The term of appointment is for an initial term of three years from October 3,2022 or until the third annual general meeting of the Company,whicheve
286、r is sooner(subject to retirement as and when required under the Articles of Association).Either party may terminate the agreement by giving not less than 60 days written notice.Each of our independent Directors entered into a director agreement with the Company on October 3,2022.The term of appoint
287、ment is for an initial term of three years from October 3,2022 or until the third annual general meeting of the Company,whichever is sooner(subject to retirement as and when required under the Articles of Association).Either party may terminate the agreement by giving not less than 60 days written n
288、otice.None of the Directors proposed for re-election at the forthcoming annual general meeting of the Company has or is proposed to have a service contract with any member of the Group which is not determinable by the employer within one year without the payment of compensation(other than statutory
289、compensation).DIRECTORS INTERESTS IN TRANSACTIONS,ARRANGEMENTS OR CONTRACTS OF SIGNIFICANCENone of the Directors or any entity connected with the Directors had a material interest,either directly or indirectly,in any transactions,arrangements or contracts of significance to which the Company,its hol
290、ding company,or any of its subsidiaries or fellow subsidiaries was a party subsisting during the Reporting Period.EMOLUMENTS OF DIRECTORS AND THE FIVE HIGHEST PAID INDIVIDUALS In compliance with the Corporate Governance Code,the Company has established the Compensation Committee to formulate remuner
291、ation policies.The remuneration is determined and recommended based on each Directors qualification,position and seniority.As for the independent Directors,their remuneration is determined by the Board upon recommendation from the Compensation Committee.The Directors are eligible participants of the
292、 2018 Share Incentive Plan,details of which are disclosed in the section headed“Share Schemes”in this annual report.Details of the remuneration of the Directors and the five highest paid individuals are set out in Note 18 to the consolidated financial statements.None of the Directors waived or agree
293、d to waive any remuneration and there were no emoluments paid by the Group to any of the Directors as an inducement to join,or upon joining the Group,or as compensation for loss of office.38Bilibili Inc.2022 Annual Report Directors Report CONTRACTS WITH CONTROLLING SHAREHOLDERS Save as disclosed in
294、this annual report,no contract of significance or contract of significance for the provision of services has been entered into among the Company or any of its subsidiaries and the Controlling Shareholders or any of their subsidiaries during the Reporting Period.MANAGEMENT CONTRACTSNo contract concer
295、ning the management and administration of the whole or any substantial part of the business of the Company was entered into or existed during the Reporting Period.AUDITORThe consolidated financial statements of the Group for Hong Kong financial reporting and United States financial reporting have be
296、en audited by PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP,who will retire and,being eligible,offer themselves for re-appointment at the forthcoming annual general meeting of the Company.There was no change in the Companys independent external auditors in any of the preceding thr
297、ee years.DIRECTORS RIGHTS TO ACQUIRE SHARES OR DEBENTURES Save as disclosed in this annual report,at no time during the Reporting Period was the Company or any of its subsidiaries,fellow subsidiaries or its holdings companies a party to any arrangements to enable the Directors to acquire benefits by
298、 means of the acquisition of shares in,or debentures of the Company or any other body corporate;and none of the Directors,or any of their spouse or children under the age of 18,had any right to subscribe for equity or debt securities of the Company or any other body corporate,or had exercised any su
299、ch right.CONTROLLING SHAREHOLDERS AND DIRECTORS COMPETING BUSINESS Each of our Controlling Shareholder and Director confirms that as of the Latest Practicable Date,he or she did not have any interest in a business which materially competes or is likely to compete,directly or indirectly,with our busi
300、ness,and requires disclosure under Rule 8.10 of the Listing Rules.REPURCHASE OF CONVERTIBLE SENIOR NOTESIn April 2019,the Group issued US$500.0 million of notes with an interest rate of 1.375%per annum(the“April 2026 Notes”).The net proceeds to the Company from the issuance of the April 2026 Notes w
301、ere US$488.2 million(RMB3,356.1 million),net of issuance costs of US$11.8 million(RMB81.1 million).The April 2026 Notes may be converted,at an initial conversion rate of 40.4040 ADSs per US$1,000 principal amount(which represents an initial conversion price of US$24.75 per ADS)at each holders option
302、 at any time prior to the close of business on the second business day immediately preceding the maturity date of April 1,2026.39Bilibili Inc.2022 Annual Report Directors Report In June 2020,the Group issued US$800.0 million of notes with an interest rate of 1.25%per annum(the“2027 Notes”).The net p
303、roceeds to the Company from the issuance of the 2027 Notes were US$786.1 million(RMB5,594.8 million),net of issuance costs of US$13.9 million(RMB98.6 million).The 2027 Notes may be converted,at an initial conversion rate of 24.5516 ADSs per US$1,000 principal amount(which represents an initial conve
304、rsion price of US$40.73 per ADS)at each holders option at any time prior to the close of business on the second business day immediately preceding the maturity date of June 15,2027.In November 2021,the Group issued US$1,600 million of notes with an interest rate of 0.50%per annum(the“December 2026 N
305、otes”).The net proceeds to the Company from the issuance of the December 2026 Notes were US$1,576.6 million(RMB10.1 billion),net of issuance costs of US$23.4 million(RMB149.6 million).The December 2026 Notes may be converted,at an initial conversion rate of 10.6419 ADSs per US$1,000 principal amount
306、(which represents an initial conversion price of US$93.97 per ADS)at each holders option at any time prior to the close of business on the second business day immediately preceding the maturity date of December 1,2026.Upon conversion,the Company will pay or deliver,as the case may be,cash,ADSs or a
307、combination of cash and ADSs,at the Companys election.Holders of the Notes may elect to receive Class Z ordinary shares in lieu of any ADSs deliverable upon conversion.During the Reporting Period:(i)holders of the April 2026 Notes converted in aggregate of US$14 thousand principal amount,and we issu
308、ed 565 ADSs to the relevant holders accordingly;and(ii)we repurchased an aggregate principal amount of US$768.3 million of December 2026 Notes for a total cash consideration of US$568.6 million and repurchased an aggregate principal amount of US$54.0 million of 2027 Notes for a total cash considerat
309、ion of US$49.3 million.As of December 31,2022,an aggregate principal amount of US$429.3 million,US$831.7 million and US$746.0 million of our April 2026 Notes,December 2026 Notes,and 2027 Notes,respectively,remained outstanding.By order of the BoardBilibili Inc.Rui ChenChairmanHong KongApril 27,20234
310、0Bilibili Inc.2022 Annual Report Directors and Senior ManagementDIRECTORSRui Chen,aged 45,has served as our chairman of the board of directors and chief executive officer since November 2014.He is a serial entrepreneur with more than 20 years of experience in the Internet and technology-related indu
311、stries in China.Mr.Chen led our strategic development since our founding.With long-term thinking,he spearheaded a series of strategic initiatives which transformed the Company to a full-spectrum video community covering a wide array of content categories and diverse video consumption scenarios.Mr.Ch
312、en formulated the strategy of“community first,”and continuously investing in high-quality content.Under his leadership,Bilibili built a healthy and prosperous content ecosystem,which was crucial for us to stay attractive to young generations.At the same time,Mr.Chen led the construction of our busin
313、ess model,and guided the rapid development in multiple business areas.Prior to joining us,Mr.Chen co-founded Cheetah Mobile Inc.,a mobile internet company listed on the New York Stock Exchange(NYSE:CMCM).In 2009,Mr.Chen founded Beike Internet Security Co.,Ltd.and served as its chief executive office
314、r from 2009 to 2010.Prior to that,Mr.Chen served as general manager of Internet security research and development at Kingsoft Corporation Limited(HKEX:3888),a leading software and internet service company listed on the Stock Exchange,from 2001 to 2008.Mr.Chen was named by Fortune Magazine as one of
315、Chinas“40 Under 40,”a list of the most influential people in business under the age of 40 in China.Mr.Chen received his bachelors degree from Chengdu University of Information Technology in 2001.Ni Li,aged 37,has served as our chief operating officer since November 2014 and vice chairwoman of our bo
316、ard of directors since January 2015.Ms.Li oversees our overall operations and leads the strategic functions including content ecosystem development,monetization initiatives,strategic planning,investments and brand marketing.In the past years,Ms.Li has built a strong business and operational team.Und
317、er her leadership,the team successfully expanded our revenue streams and significantly enhanced our brand awareness.Starting from 2021,Ms.Li also chairs our Environmental,Social and Governance Committee.Ms.Li has served as a non-executive director of Huanxi Media Group Limited(HKEX:1003)since Septem
318、ber 2020.Prior to joining us,Ms.Li was in charge of human resources operations at Cheetah Mobile(NYSE:CMCM)from 2013 to 2014.Previously,Ms.Li founded Goalcareer,a consulting firm serving Fortune 500 companies and startups with a focus in the semiconductor,telecommunication and internet sectors,and w
319、orked as its chief executive officer from 2008 to 2012.Ms.Li received her bachelors degree in law from Lingnan Normal University in 2008.Yi Xu,aged 33,founded our website in 2009(which culminated into the commencement of our commercial operations in 2011 and the founding of the Company in 2013)and h
320、as served as our director and president since December 2013.Mr.Xu has guided the technological development of the Company and played an instrumental role in developing various ground-breaking interactive features such as bullet chatting.Throughout the years,Mr.Xu has sought innovative ways to refine
321、,and add new functions to,bullet chatting,which remains one of the most significant interactive features on our online platform.He has also contributed to constant design improvements of the user interface of our online platform.Mr.Xu has also been an opinion leader in our online communities since o
322、ur inception and led the prosperity of community culture among users,thereby strengthening a strong sense of belonging among users and fostering a vibrant community.Mr.Xu received his associate degree from Beijing University of Posts and Telecommunications in 2010.41Bilibili Inc.2022 Annual Report D
323、irectors and Senior ManagementIndependent DirectorsJP Gan,aged 51,has served as our director since January 2015.Mr.Gan has been a founding partner of INCE Capital Limited since 2019.From 2006 to 2019,Mr.Gan was a managing partner of Qiming Venture Partners.From 2005 to 2006,Mr.Gan was the chief fina
324、ncial officer of KongZhong Corporation.Mr.Gan is also an independent director of T Group Ltd.(Nasdaq:TCOM;HKEX:9961).Mr.Gan received his bachelors degree in business administration from the University of Iowa in 1994 and his MBA degree from the University of Chicago Booth School of Business in 1999.
325、Eric He,aged 63,has served as our director since March 2018.He currently also serves as an independent director of Agora,Inc.(Nasdaq:API)since 2020.Mr.He had served as chief financial officer of JOYY Inc.(previously known as YY Inc.)(Nasdaq:YY)from August 2011 to May 2017.Prior to that,Mr.He served
326、as chief financial officer of Giant Interactive Group,Inc.from March 2007 to August 2011.He served as chief strategy officer of Ninetowns Internet Technology Group from 2004 to 2007.Mr.He received a bachelors degree in accounting from National Taipei University and an MBA degree from the Wharton Sch
327、ool of Business at the University of Pennsylvania.Mr.He is a Chartered Financial Analyst in the United States and was certified as a member of American Institute of Certified Public Accountants in 1991.Feng Li,aged 49,previously served as our director from November 2014 to May 2016,and started to se
328、rve as our director again in February 2019.Mr.Li is the founder and CEO of Shanghai Ziyou Investment Management Limited,also known as FreeS Fund,a venture capital firm that manages funds primarily investing in early and growth stage startups in China and overseas,and focuses on the industries of upg
329、raded consuming,key sensors,A.I.and biotech.Prior to founding FreeS Fund,Mr.Li worked as a partner in the venture capital department in IDG Capital,a global network of private equity and venture capital firms.Prior to that,Mr.Li served as deputy vice president of New Oriental School,a leading Englis
330、h teaching and learning school in China.Mr.Li currently serves as a board member of several private internet and technology companies based in China.Mr.Li received his bachelors degree in Chemistry from Peking University in 1996 and his masters degree in Chemistry from the University of Rochester in
331、 1998.Guoqi Ding,aged 53,has served as our director since May 2020.Since 2019,Mr.Guoqi Ding has served as chairman of the board of Zhiqin Management Consulting Ltd.,a China-based consulting service provider,and an independent director on the board of Dian Diagnostics Group Co.,Ltd.,(Shenzhen Stock E
332、xchange:300244)a China-based medical diagnosis outsourcing service provider listed on Shenzhen Stock Exchange since 2017.Between 2004 and 2017,Mr.Ding held various positions,including chief financial officer,at Fosun International Limited,one of the largest investment groups in China.Between 2012 an
333、d 2017,Mr.Ding also served as a board member of several companies based in China,including Shanghai Forte Land Company Limited,one of Chinas largest real estate developers.Mr.Ding received his bachelors degree in Finance and Economics from Shanghai University of Finance and Economics,and was recognized as an accountant by Ministry of Finance of the Peoples Republic of China in 1997.42Bilibili Inc.
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