BILIBILI-W：2024InterimReport.pdf

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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)2024 INTERIM REPORT2024 中期報告 2024BILIBILI INC.INTERIM REPORT 嗶哩嗶哩股份有限公司 中期報告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）ContentsBilibili

2、 Inc.2024 Interim ReportCompany Information 2Financial Highlights 3Business Review and Outlook 5Management Discussion and Analysis 9Corporate Governance 14Other Information 20Report on Review of Interim Financial Information 31Unaudited Interim Condensed Consolidated Balance Sheet 32Unaudited Interi

3、m Condensed Consolidated Statement of Operations and Comprehensive Loss 35Unaudited Interim Condensed Consolidated Statement of Changes in Shareholders Equity 37Unaudited Interim Condensed Consolidated Statement of Cash Flows 39Notes to Unaudited Interim Condensed Consolidated Financial Information

4、42Definitions 732Bilibili Inc.2024 Interim ReportCompany InformationBOARD OF DIRECTORS DirectorsMr.Rui Chen(Chairman and Chief Executive Officer)Ms.Ni Li Mr.Yi XuIndependent DirectorsMr.JP GanMr.Eric HeMr.Feng LiMr.Guoqi DingAUDIT COMMITTEEMr.Eric He(Chairman)Mr.JP GanMr.Feng LiCOMPENSATION COMMITTE

5、EMr.JP Gan(Chairman)Mr.Eric He Mr.Feng LiNOMINATING AND CORPORATEGOVERNANCE COMMITTEEMr.JP Gan(Chairman)Mr.Eric HeMr.Feng LiJOINT COMPANY SECRETARIESMr.Xin FanMs.Chau Hing Ling Anita(FCG,HKFCG)AUTHORIZED REPRESENTATIVESMr.Yi XuMr.Xin Fan Ms.Chau Hing Ling AnitaPRINCIPAL EXECUTIVE OFFICES OFMAIN OPER

6、ATIONSBuilding 3,Guozheng CenterNo.485 Zhengli RoadYangpu DistrictShanghaiPeoples Republic of ChinaADDRESS IN HONG KONG Suite 603,6/F,Laws Commercial Plaza788 Cheung Sha Wan RoadKowloonHong KongREGISTERED OFFICEWalkers Corporate Limited190 Elgin AvenueGeorge TownGrand Cayman KY1-9008Cayman IslandsCA

7、YMAN ISLANDS PRINCIPAL SHARE REGISTRARWalkers Corporate Limited190 Elgin AvenueGeorge TownGrand Cayman KY1-9008Cayman IslandsHONG KONG SHARE REGISTRARComputershare Hong Kong Investor Services LimitedShops 17121716,17th FloorHopewell Centre 183 Queens Road EastWanchai Hong KongCOMPLIANCE ADVISOR Some

8、rley Capital Limited 20th Floor,China Building29 Queens Road CentralHong KongPRINCIPAL BANKChina Merchants Bank Shanghai BranchSTOCK CODEHKEX:9626NASDAQ:BILIAUDITORPricewaterhouseCoopersCertified Public Accountants and Registered Public Interest Entity Auditor22/F,Princes Building Central Hong KongC

9、OMPANY WEBSITEhttps:/ Highlights3Bilibili Inc.2024 Interim ReportFor the Six Months Ended June 30,20232024Change(%)RMBRMB(in thousands,except for percentages)Net revenues10,373,81011,791,74413.7%Gross profit2,331,4663,438,56147.5%Loss before income tax(2,122,187)(1,377,372)(35.1%)Net loss(2,177,777)

10、(1,372,780)(37.0%)Net loss attributable to the Bilibili Inc.s shareholders(2,174,393)(1,357,245)(37.6%)Non-GAAP Financial Measures:Adjusted net loss(1,994,852)(726,872)(63.6%)Adjusted net loss attributable to the Bilibili Inc.s shareholders(1,991,468)(711,337)(64.3%)As of 2023December 31,As of2024 J

11、une 30,Change(%)RMBRMB(in thousands,except for percentages)Total current assets18,727,03917,497,754(6.6%)Total non-current assets14,432,02813,820,739(4.2%)Total assets33,159,06731,318,493(5.6%)Total liabilities18,754,80017,736,790(5.4%)Total shareholders equity14,404,26713,581,703(5.7%)Total liabili

12、ties and shareholders equity33,159,06731,318,493(5.6%)Non-GAAP Financial Measures The Company uses non-GAAP measures,such as adjusted loss from operations,adjusted net loss,adjusted net loss per share and per ADS,basic and diluted and adjusted net loss attributable to the Bilibili Inc.s shareholders

13、 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,amortization expense related to intan

14、gible 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,and gain/loss on repurchase of convertible senior notes.The Company believes that the non-GAAP

15、 financial measures provide useful information about the Companys results of operations,enhance the overall understanding of the Companys past performance and future prospects and allow for greater visibility with respect to key metrics used by the Companys management in its financial and operationa

16、l decision-making.4Bilibili Inc.2024 Interim ReportFinancial Highlights The non-GAAP financial measures are not defined under U.S.GAAP and are not presented in accordance with U.S.GAAP and therefore may not be comparable to similar measures presented by other companies.The non-GAAP financial measure

17、s 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 consolidated statement of operations and cash flow

18、s 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.The following table sets forth unaudited

19、reconciliation of GAAP and non-GAAP results for the periods indicated.For the Six Months Ended June 30,20232024RMBRMB(in thousands)Loss from operations(2,652,344)(1,403,731)Add:Share-based compensation expenses 561,548524,065 Amortization expense related to intangible assets acquired through busines

20、s acquisitions96,30283,552Adjusted loss from operations(1,994,494)(796,114)Net loss(2,177,777)(1,372,780)Add:Share-based compensation expenses 561,548524,065 Amortization expense related to intangible assets acquired through business acquisitions96,30283,552 Income tax related to intangible assets a

21、cquired through business acquisitions(11,250)(10,814)(Gain)/loss on fair value change in investments in publicly traded companies(181,233)28,125(Gain)/loss on repurchase of convertible senior notes(282,442)20,980Adjusted net loss(1,994,852)(726,872)Net loss attributable to noncontrolling interests3,

22、38415,535Adjusted net loss attributable to the Bilibili Inc.s shareholders(1,991,468)(711,337)Business Review and Outlook5Bilibili Inc.2024 Interim ReportIn the first half of the year,we made solid progress in financial performance and community development.We successfully accelerated revenue growth

23、,improved margins and considerably narrowed losses,all while cultivating a vibrant community with continued user growth and strong engagement metrics.In the first half of this year,we further enhanced our commercialization efficiency and effectively unlocked the value of our community.Our total net

24、revenues were RMB11.79 billion,representing an increase of 14%year over year.Notably,our advertising and VAS revenues increased by 30%and 14%year over year,respectively,showing our effective execution in converting our high-quality user traffic to topline growth.Moreover,our mobile game revenues res

25、umed year-over-year growth in the second quarter,led by the excellent performance of our recently launched new games,including our first strategy game,San Guo:Mou Ding Tian Xia(“San Mou”),which attracted millions of players and showcased our operational capabilities beyond ACG.With accelerated reven

26、ue growth and our continued efficient operations,we achieved a notable 47%year-over-year increase in our gross profit in the first half of the year,and our gross profit margin rose to 29.2%,compared with 22.5%of the same period last year.As a result,we meaningfully narrowed our adjusted loss from op

27、erations and adjusted net loss by 60%and 64%year over year,respectively.Furthermore,in the first half of the year,we generated a record RMB2.39 billion in operating cash flow,compared with negative RMB651.2 million in the same period last year.These solid achievements have brought us on the right tr

28、ack towards profitability and paved the way for sustainable growth thereafter.While focusing on improving our commercialization capabilities,we continued to attract more users and develop our community with great vitality.In the first half of the year,our DAUs reached over 102.3 million,and our MAUs

29、 averaged 338.6 million,representing an 8%and 6%year-over-year increase from the same period last year,respectively.Our users continued to appreciate our diverse and ever-evolving content,with the average daily time spent per active user reaching 102 minutes in the first half of the year,compared to

30、 95 minutes in the same period last year.ContentOur self-sustained content ecosystem remains the key foundation for both community traffic growth and commercialization potential.In the first half of the year,we continued to cultivate a thriving community that enables more high-quality content creato

31、rs to showcase their talent and gain recognition from like-minded users.This strategy has proven to be beneficial.Our average daily video views increased by 20%year over year to over 4.90 billion in the first half of the year.The video views in our leading content categories,including games,entertai

32、nment,tech and knowledge,continued to show solid growth.Notably,we have emerged as the go-to platform for AI-related content and discussion in China,as we host the most curious minds in our community.Meanwhile,as our users interests expand with each life stage and their purchasing power increases,ou

33、r diverse content continues to evolve with our users to meet them at every pass.In the first half of the year,video views across consumption-related categories,such as baby and maternity,automotive,travel,fashion and home decoration&appliance,all grew rapidly.6Bilibili Inc.2024 Interim ReportBusines

34、s Review and OutlookWe remained dedicated to providing diverse and effective monetization channels to incentivize our content creators.In the first half of this year,approximately 2.1 million content creators earned income on our platform.Our advanced ad products and innovative VAS products both ena

35、bled content creators to better monetize their unique talents.In the first half of 2024,content creators total income earned through our advertising and VAS products increased by 30%year over year.Community Our inspiring community atmosphere and interactive features have continuously deepened the co

36、nnection between our users and our platform.Our community remained highly engaged,with an average daily time spent on our platform of 102 minutes in the first half of the year,compared with 95 minutes in the same period last year.Users average monthly interactions reached approximately 16.46 billion

37、 in the first half of the year,representing a 13%year-on-year increase.Our official member base grew to 243.1 million,rising 13%year on year as of the end of June 2024,with a strong 12-month retention rate remaining at around 80%.Moreover,this July,our signature offline events,Bilibili World and Bil

38、ibili Macro Link,once again brought our community together in Shanghai.More than 250,000 people traveled across the country to participate in the events,showing our unparalleled influence among the young generation,as well as users strong willingness to pay for our unique community experiences.Comme

39、rcializationOur initiatives in enhancing the commercial and operational efficiency have yielded encouraging results in the first half of this year.We accelerated topline growth while also improving revenue quality.Based largely on our revenue growth and platform efficiency,we successfully expanded o

40、ur gross profit margin and significantly narrowed our losses.Value-Added ServicesRevenues from our VAS business increased by 14%year over year to RMB5.09 billion in the first half of 2024.We continued to add more live broadcasting content offerings,reinforcing the synergies between our live broadcas

41、ting and video ecosystem to better cater to users diverse interests.Moreover,through refined operational methods,we improved our live broadcasting gross profit margin while increasing the supply of high-quality live broadcasting content.In addition to live broadcasting,we further explored opportunit

42、ies in our VAS businesses as our generation Z+users have demonstrated an increasing willingness to pay directly for the content they love.As of the end of June 2024,our premium members exceeded 22.3 million,increasing by 9%year over year.Over 80%of them were annual subscribers or under auto-renewal

43、packages,showing their continued loyalty and trust in Bilibili.Users are also showing a growing tendency to spend on our other VAS products,including our premium online courses,fan charging programs and avatar decorations.We expect these products to open more monetization potential in the future acr

44、oss our massive PUGV content universe.7Bilibili Inc.2024 Interim ReportBusiness Review and OutlookAdvertisingAs our users disposable income rises,their commercial value becomes more apparent as they engage with more consumption-related content on Bilibili.Our advertising strategy of aligning adverti

45、sers with the appropriate audience to capitalize on these growing trends has proven to be effective.In the first half of the year,revenues from our advertising business were RMB3.71 billion,representing 30%year-over-year growth.Our performance-based ads were a standout contributor to our robust reve

46、nue growth.Revenues from our brand advertising and Sparkle advertising offerings also achieved decent growth in the first half of 2024.We are allocating more resources to integrate ad products seamlessly within our content ecosystem.In the first half of 2024,we further improved our ad products and i

47、nfrastructure to increase our ad efficiency by optimizing our ad-matching algorithms,upgrading our ad placement system,enabling more creative ad formats,and providing visualized data analysis tools for advertisers.In addition,our video and live commerce ad products with direct sales conversion tools

48、 continued to yield results.These transaction-based ads enable advertisers to effectively convert users from product viewing to making purchases.Industry-wise,our top five advertising verticals in the first half of the year were games,e-commerce,digital products&home appliances,automotive,and food a

49、nd beverages.We continued to gain more market shares in our anchor verticals,such as games and e-commerce.In addition,revenues from emerging verticals,such as internet services,AI and education,also saw meaningful increases in the first half of the year,showing our potential to replicate the success

50、 in our leading verticals to more advertisers from various industries.In the first half of 2024,the number of advertisers on our platform increased by over 50%year over year.Mobile Games ServicesRevenues from our mobile games business totaled RMB1.99 billion in the first half of the year,reflecting

51、a decrease of 2%year over year.Our two evergreen titles,Fate Grand Order and Azur Lane,made relatively stable contributions to our game revenues in the first half of the year and entered into their eighth and seventh year of operation,demonstrating these games remarkable longevity.In the first half

52、of this year,we successfully launched two new games,including an ACG title Articrafter and our first strategy game,San Mou,both of which are well received by game lovers.Particularly for San Mou,it ranked No.3 on the iOS game grossing chart on the first day of its launch,attracting millions of gamer

53、s to the three kingdoms battlefields.Given the sizable strategy game market,this games promising start and the inherent longevity of strategy games,we are confident San Mou will become one of our flagship games with lasting appeal.More importantly,as our community and gamer base have both expanded e

54、xponentially since our founding,San Mous success represents a significant milestone in our game genre diversification strategy and underscores the vast potential of our game portfolio.We will continue to leverage our position as a leading game community and seize opportunities to reinvent games for

55、the new generation of gamers.8Bilibili Inc.2024 Interim ReportBusiness Review and OutlookRepurchase of Convertible Senior NotesIn March 2024,the Company completed the repurchase right offer for its 1.375%Convertible Senior Notes due 2026(“April 2026 Notes”).An aggregate principal amount of US$429.3

56、million(RMB3.05 billion)April 2026 Notes was validly surrendered and repurchased with an aggregate cash consideration of US$429.3 million(RMB3.05 billion).As of June 30,2024,the aggregate outstanding principal amount of April 2026 Notes,2027 Notes and December 2026 Notes was US$432.5 million(RMB3.08

57、 billion).RECENT DEVELOPMENTS AFTER THE REPORTING PERIODSave as disclosed in this interim report,there were no other significant events that might affect us since the end of the Reporting Period and up to the Latest Practicable Date.BUSINESS OUTLOOKIn the first half of the year,our accelerated monet

58、ization efforts yielded promising results,including accelerated revenue growth,meaningful margin improvement and considerable loss reduction,all while cultivating a vibrant community.Moving into the second half of the year,we will further invest in enhancing our commercialization capabilities to unl

59、ock the value of our users and community.We believe that,by strengthening our ad infrastructure,we will better meet users evolving consumption needs;by integrating various VAS products with our ecosystem,we will unlock more monetization potential of our vast content library;and by reinventing strate

60、gy games to appeal to younger audiences,we can capture additional game revenue.With the improvement in our financial performances,we remain committed to our core mission:building a stage for content creators to shine,fostering a healthy,vibrant community for users to enjoy,and bringing value to our

61、shareholders and partners over the long term.Management Discussion and Analysis 9Bilibili Inc.2024 Interim ReportFor the Six Months EndedJune 30,20232024(Unaudited)(Unaudited)(RMB in thousands)Net Revenues:Value-added services(VAS)4,457,9655,094,797 Advertising2,844,6443,706,075 Mobile games2,022,50

62、31,990,177 IP derivatives and others 1,048,6981,000,695Total net revenues10,373,81011,791,744Cost of revenues(8,042,344)(8,353,183)Gross profit2,331,4663,438,561Operating expenses:Sales and marketing expenses(1,798,383)(1,962,655)General and administrative expenses(1,111,394)(1,019,816)Research and

63、development expenses(2,074,033)(1,859,821)Total operating expenses(4,983,810)(4,842,292)Loss from operations(2,652,344)(1,403,731)Other income:Investment income/(loss),net(including impairments)8,321(115,933)Interest income298,300233,551 Interest expense(105,682)(51,383)Exchange losses(16,552)(73,33

64、5)Debt extinguishment gain/(loss)282,442(20,980)Others,net63,32854,439Total other income,net530,15726,359Loss before income tax(2,122,187)(1,377,372)Income tax(expense)/benefit(55,590)4,592Net loss(2,177,777)(1,372,780)Net loss attributable to noncontrolling interests3,38415,535Net loss attributable

65、 to the Bilibili Inc.s shareholders(2,174,393)(1,357,245)10Bilibili Inc.2024 Interim ReportManagement Discussion and Analysis NET REVENUESTotal net revenues were RMB11.79 billion for the six months ended June 30,2024,representing an increase of 14%from RMB10.37 billion for the six months ended June

66、30,2023.Value-added services(VAS)Revenues from VAS were RMB5.09 billion for the six months ended June 30,2024,representing an increase of 14%from RMB4.46 billion for the six months ended June 30,2023.The increase was led by increases in revenues from live broadcasting,premium membership,and other va

67、lue-added services.Advertising Revenues from advertising were RMB3.71 billion for the six months ended June 30,2024,representing an increase of 30%from RMB2.84 billion for the six months ended June 30,2023.This increase was mainly attributable to the Companys improved advertising product offerings a

68、nd enhanced advertising efficiency.Mobile games Revenues from mobile games were RMB1.99 billion for the six months ended June 30,2024,representing a decrease of 2%from RMB2.02 billion for the six months ended June 30,2023.The decrease was mainly due to lower revenues from certain existing games and

69、was mostly offset by the increased revenues from the launch of the Companys exclusively licensed games in the second quarter of 2024.IP derivatives and others Revenues from IP derivatives and others were RMB1.00 billion for the six months ended June 30,2024,representing a decrease of 5%from RMB1.05

70、billion for the six months ended June 30,2023.COST OF REVENUESCost of revenues was RMB8.35 billion for the six months ended June 30,2024,representing an increase of 4%from RMB8.04 billion for the six months ended June 30,2023.The increase was mainly due to higher revenue-sharing costs and was partia

71、lly offset by lower content costs,staff costs and other costs.Revenue-sharing costs,a key component of cost of revenues,was RMB4.72 billion,representing an increase of 12%from RMB4.22 billion for the six months ended June 30,2023.GROSS PROFITGross profit was RMB3.44 billion for the six months ended

72、June 30,2024,representing an increase of 47%from RMB2.33 billion for the six months ended June 30,2023,primarily due to growth in total net revenues and relatively stable costs related to platform operations.11Bilibili Inc.2024 Interim ReportManagement Discussion and Analysis OPERATING EXPENSES Tota

73、l operating expenses were RMB4.84 billion for the six months ended June 30,2024,representing a decrease of 3%from RMB4.98 billion for the six months ended June 30,2023.Sales and marketing expensesSales and marketing expenses were RMB1.96 billion for the six months ended June 30,2024,representing a 9

74、%increase from RMB1.80 billion for the six months ended June 30,2023.The increase was primarily attributable to increased marketing expenses for new game launches.General and administrative expensesGeneral and administrative expenses were RMB1.02 billion for the six months ended June 30,2024,represe

75、nting an 8%decrease from RMB1.11 billion for the six months ended June 30,2023.The decrease was primary attributable to a decrease in the headcount of general and administrative personnel and lower rental-related expenses.Research and development expensesResearch and development expenses were RMB1.8

76、6 billion for the six months ended June 30,2024,representing a 10%decrease from RMB2.07 billion for the six months ended June 30,2023.The decrease was mainly attributable to a decrease in the headcount of research and development personnel.LOSS FROM OPERATIONSLoss from operations was RMB1.40 billion

77、 for the six months ended June 30,2024,narrowing by 47%from RMB2.65 billion for the six months ended June 30,2023.ADJUSTED LOSS FROM OPERATIONSAdjusted loss from operations was RMB796.1 million for the six months ended June 30,2024,narrowing by 60%from RMB1.99 billion for the six months ended June 3

78、0,2023.TOTAL OTHER INCOME,NETTotal other income was RMB26.4 million for the six months ended June 30,2024,compared with total other income of RMB530.2 million in the same period of 2023.The change was primarily attributable to a loss of RMB28.1 million on fair value change in investments in publicly

79、 traded companies and a loss of RMB21.0 million from the repurchase of convertible senior notes for the six months ended June 30,2024,compared to a gain of RMB181.2 million on fair value change in investments in publicly traded companies and a gain of RMB282.4 million from the repurchase of converti

80、ble senior notes for the six months ended June 30,2023.12Bilibili Inc.2024 Interim ReportManagement Discussion and Analysis INCOME TAX(EXPENSE)/BENEFIT Income tax benefit was RMB4.6 million for the six months ended June 30,2024,compared with income tax expense of RMB55.6 million for the six months e

81、nded June 30,2023.NET LOSSNet loss was RMB1.37 billion for the six months ended June 30,2024,narrowing by 37%from RMB2.18 billion for the six months ended June 30,2023.ADJUSTED NET LOSS Adjusted net loss was RMB726.9 million for the six months ended June 30,2024,narrowing by 64%from RMB1.99 billion

82、for the six months ended June 30,2023.LIQUIDITY The Company had cash and cash equivalents,time deposits and short-term investments of RMB13.91 billion as of June 30,2024,compared with RMB15.04 billion as of December 31,2023.The decrease was mainly due to the repurchase of April 2026 Notes for a tota

83、l cash consideration of US$429.3 million(RMB3.05 billion)for the six months ended June 30,2024,partially offset by operating cash flow generated for the six months ended June 30,2024.The Company generated RMB2.39 billion operating cash flow for the six months ended June 30,2024,compared with negativ

84、e RMB651.2 million operating cash flow for the six months ended June 30,2023.SIGNIFICANT INVESTMENTS The Group did not make or hold any significant investments during the six months ended June 30,2024.MATERIAL ACQUISITIONS AND DISPOSALS The Group did not have any material acquisitions or disposals o

85、f subsidiaries,consolidated affiliated entities or associated companies during the six months ended June 30,2024.PLEDGE OF ASSETS As at June 30,2024,none of our assets were pledged to secure loans and banking facilities.13Bilibili Inc.2024 Interim ReportManagement Discussion and Analysis GEARING RAT

86、IO As at June 30,2024,the Companys gearing ratio(i.e.total liabilities divided by total assets,in percentage)was 56.6%,compared with 56.6%as at December 31,2023.FUTURE PLANS FOR MATERIAL INVESTMENTS OR CAPITAL ASSETS As at June 30,2024,the Group did not have detailed future plans for material invest

87、ments or capital assets.FOREIGN EXCHANGE EXPOSURE A substantial majority of our revenues and costs 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

88、 U.S.dollars denominated funds into Renminbi for our operations,appreciation of the Renminbi against 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 paym

89、ents for dividends on our ordinary shares or ADSs or for other business purposes,appreciation of 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 wou

90、ld affect our financial results reported in U.S.dollar terms regardless of any underlying change 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

91、 in an effort to reduce our exposure to foreign currency exchange risk.While we may decide to enter 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 exc

92、hange losses may be magnified by PRC exchange control regulations that restrict our ability to convert Renminbi into foreign currency.CONTINGENT LIABILITIESThe Company had no material contingent liabilities as at June 30,2024.EMPLOYEES AND REMUNERATIONAs of June 30,2024,the Company had a total of 8,

93、137 employees,compared to 8,801 as of December 31,2023.As required under PRC regulations,the Company participates in housing funds and various employee social security plans that are organized by applicable local municipal and provincial governments,including housing funds,pension,maternity,medical,

94、work-related injury and unemployment benefit plans,under which we make contributions at specified percentages of the salaries of its employees.We also purchase commercial health and accidental insurance for our employees.Bonuses are generally discretionary and based in part on employee performance a

95、nd in part on the overall performance of the Groups business.The Company has granted and plans to continue to grant share-based incentive awards to its employees in the future to incentivize their contributions to its growth and development.Corporate Governance14Bilibili Inc.2024 Interim ReportWEIGH

96、TED VOTING RIGHTS The 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

97、Shareholders vote,subject to Rule 8A.24 of the Listing Rules,that requires Reserved Matters to be voted on a one vote per share basis.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 exercise vot

98、ing 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 are advised

99、 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 position to exer

100、t 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 June 30,2024,the WVR Beneficiaries we

101、re interested in a total of 83,715,114 Class Y Ordinary Shares,representing a total of 71.7%voting rights in the Company with respect to Shareholders resolutions relating to matters other than the Reserved Matters(excluding 7,126,386 Class Z Ordinary Shares issued and reserved for future issuance up

102、on 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 Shares and r

103、eissue the same number of Class Z Ordinary Shares,representing 20.2%of the issued share capital of the Company as of June 30,2024(excluding 7,126,386 Class Z Ordinary Shares issued and reserved for future issuance upon the exercise or vesting of awards granted under the Companys share incentive plan

104、s).As of June 30,2024,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,representing 42.3%of the voting rights in the Company.Vanship Limited is controlled by a trust of which Mr.Chen and hi

105、s family members are the beneficiaries.As of June 30,2024,Ms.Ni Li was interested in,and controlled through Saber Lily Limited,7,200,000 Class Y Ordinary Shares and 908,300 Class Z Ordinary Shares,representing a total of 6.2%of the voting rights in the Company.Saber Lily Limited is controlled by a t

106、rust,and Ms.Li and her family members are the trusts beneficiaries.As of June 30,2024,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 form of ADSs,representing

107、 a total of 23.3%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.15Bilibili Inc.2024 Interim ReportCorporate GovernanceThe weighted voting rights attached to the Class Y Ordinary Shares will cease when none

108、of the WVR Beneficiaries have 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)decease

109、d;(2)no longer a member of our 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 has transferred t

110、o another person the beneficial 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 Beneficia

111、ry no longer complies with Rule 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 C1 to the Listing Rul

112、es to the extent required by Chapter 8A of the Listing Rules.COMPLIANCE WITH THE CORPORATE GOVERNANCE CODEThe Board is committed to achieving high corporate governance standards.The Board believes that high corporate governance standards are essential in providing a framework for the Company to safe

113、guard the interests of shareholders and to enhance corporate value and accountability.The Companys voluntary conversion of its secondary listing status to primary listing on the Main Board of the Stock Exchange became effective on October 3,2022,since which the Corporate Governance Code has been app

114、licable to the Company.16Bilibili Inc.2024 Interim ReportCorporate GovernanceDuring the Reporting Period,we have complied with all of the applicable code provisions of the Corporate Governance Code,save for the following:Code provision C.2.1 of the Corporate Governance Code,recommends,but does not r

115、equire,that the roles of chairman and chief executive officer should be separate and should not be performed by the same person.The Company deviates from this code provision because Mr.Rui Chen performs both the roles of the chairman of the Board and the chief executive officer of the Company.Mr.Che

116、n has extensive experience in our business operations and management.The Board believes that vesting the roles of both chairman and chief executive officer to Mr.Chen has the benefit of ensuring consistent leadership within the Company and enables more effective and efficient overall strategic plann

117、ing.This structure will enable the Company to make and implement decisions promptly and effectively.The Board considers that the balance of power and authority will not be impaired due to this arrangement.In addition,all major decisions are made in consultation with members of the Board,including th

118、e relevant Board committees,and four independent Directors.The Board will reassess the division of the roles of chairman and the chief executive officer from time to time,and may recommend dividing the two roles between different people in the future,taking into account our circumstances as a whole.

119、Code provision F.1.1 of the Corporate Governance Code provides that an issuer should have a policy on payment of dividends and should disclose it in the annual report.The Company deviates from this code provision because the Company does not have a dividend policy.The Board has complete discretion o

120、n whether to distribute dividends,subject to certain requirements of Cayman Islands law.Even if the Board decides to pay dividends,the form,frequency and amount will depend upon our future operations and earnings,capital requirements and surplus,general financial condition,contractual restrictions a

121、nd other factors that the board of directors may deem relevant.We do not have any present plan to pay any cash dividends on our ordinary shares in the foreseeable future.We currently intend to retain most,if not all,of our available funds and any future earnings to operate and expand our business.CO

122、MPLIANCE WITH THE MODEL CODEThe Company has adopted the Code with terms no less exacting than that of the Model Code,as its own securities dealing code to regulate all dealings by Directors and relevant employees of securities in the Company and other matters covered by the Code.Specific enquiry has

123、 been made of all the Directors and the relevant employees and they have confirmed that they have complied with the Code during the Reporting Period and up to the date of the Latest Practicable Date.17Bilibili Inc.2024 Interim ReportCorporate GovernanceAUDIT COMMITTEEThe Company has established an A

124、udit Committee in compliance with Rule 3.21 of the Listing Rules and the Corporate Governance Code.The Audit Committee oversees the Companys accounting and financial reporting processes and the audits of the financial statement of the Company.The Audit Committee is responsible for,among other things

125、:appointing the independent registered public accounting firms and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firms;reviewing with the independent registered public accounting firms any audit problems or difficulties

126、 and managements response;discussing the annual audited financial statement with management and the independent registered public accounting firms;reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major

127、financial risk exposures;reviewing and approving all proposed related party transactions;meeting separately and periodically with management and the independent registered public accounting firms;and monitoring compliance with our code of business conduct and ethics,including reviewing the adequacy

128、and effectiveness of our procedures to ensure proper compliance.The Audit Committee comprises three independent Directors,being Mr.Eric He,Mr.JP Gan and Mr.Feng Li,with Mr.Eric He(being our independent Director with the appropriate professional qualifications)as the chairman of the Audit Committee.T

129、he Company has determined that Mr.Eric He,Mr.JP Gan and Mr.Feng Li each satisfies the“independence”requirements of Rule 5605(c)(2)of the Nasdaq Stock Market Rules and meets the independence standards under Rule 10A-3 under the Exchange Act,as amended.We have determined that Mr.Eric He qualifies as a

130、n“Audit Committee financial expert.”The Audit Committee has reviewed the unaudited interim results of the Company for the six months ended June 30,2024 and has met with the independent auditor,PricewaterhouseCoopers.The Audit Committee has also discussed matters with respect to the accounting polici

131、es and practices adopted by the Company and internal control and financial reporting matters with senior management members of the Company.18Bilibili Inc.2024 Interim ReportCorporate GovernanceIn addition,the independent auditor of the Company,PricewaterhouseCoopers,has reviewed our interim financia

132、l information for the six months ended June 30,2024 in accordance with International Standard on Review Engagements 2410“Review of Interim Financial Information Performed by the Independent Auditor of the Entity.”NOMINATING AND CORPORATE GOVERNANCE COMMITTEEThe Company has established a Nominating a

133、nd Corporate Governance Committee in compliance with the Corporate Governance Code and Rules 3.27A,8A.27,8A.28 and 8A.30 of the Listing Rules.The members of the Nominating and Corporate Governance Committee are independent non-executive Directors,namely,Mr.JP Gan,Mr.Eric He and Mr.Feng Li.Mr.JP Gan

134、is the chairman of the Nominating and Corporate Governance Committee.The following is a summary of the work performed by the Nominating and Corporate Governance Committee during the Reporting Period in respect of its corporate governance functions:Reviewed and monitored whether the Company is operat

135、ed 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 with the Corporate Governance Code to the extent required by Chapter 8A of the

136、Listing Rules and the Companys disclosure for compliance with Chapter 8A of the Listing Rules;Reviewed and monitored the management 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 ot

137、her;Reviewed and monitored all risks related to the weighted voting rights structure,including any connected transactions between the Company and its subsidiaries and consolidated affiliated entities on one hand and any WVR Beneficiary on the other,and made recommendations to the Board on any such t

138、ransactions;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 relation to the risks relating to the weighted voting rights structure);Reviewed and confirmed that the WVR

139、 Beneficiaries have been members of the Board throughout the Reporting Period and that no matters under Rule 8A.17 of the Listing Rules have occurred during the Reporting Period,and they have complied with Rules 8A.14,8A.15,8A.18 and 8A.24 of the Listing Rules throughout the Reporting Period;19Bilib

140、ili Inc.2024 Interim ReportCorporate Governance 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 Rules;and Reported on the work of the Nominating and Corporate Governance Committe

141、e covering areas of its terms of reference.The Nominating and Corporate Governance Committee recommended the Board to continue the implementation of the corporate governance measures described above and to periodically review their efficacy.OTHER BOARD COMMITTEESIn addition to the Audit Committee an

142、d the Nominating and Corporate Governance Committee,the Board has also established the Compensation Committee.Each of these committees is established with a defined written charter.The charters of the Board committees are available on the website of the Stock Exchange and the investor relations webs

143、ite of the Company.Other Information20Bilibili Inc.2024 Interim ReportDisclosure of InterestsDirectors and Chief ExecutivesAs at June 30,2024,the interests and short positions of the Directors and chief executives of the Company in the Shares,underlying Shares and debentures of the Company or its as

144、sociated corporations within the meaning of Part XV of the SFO,which were required(a)to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO(including interests and short positions which they were taken or deemed to have under such provisions of the S

145、FO);or(b)to be recorded in the register required to be kept by the Company pursuant to Section 352 of the SFO;or(c)as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code were as follows:Name of Director or chief executive Nature of interestNumber and class of Share(5)

146、Approximate%of interest in each class of Shares(1)Mr.Rui Chen(2)Founder of a discretionary trust who can influence how the trustee exercises his discretion49,299,006 Class Y Ordinary Shares58.89%Beneficial owner5,000,000 Class Z Ordinary Shares1.51%Founder of a discretionary trust who can influence

147、how the trustee exercises his discretion525,525 Class Z Ordinary Shares 0.16%Ms.Ni Li(3)Founder of a discretionary trust who can influence how the trustee exercises his discretion7,200,000 Class Y Ordinary Shares8.60%Beneficial owner3,000,000 Class Z Ordinary Shares0.91%Founder of a discretionary tr

148、ust who can influence how the trustee exercises his discretion908,300 Class Z Ordinary Shares0.27%Mr.Yi Xu(4)Founder of a discretionary trust who can influence how the trustee exercises his discretion27,216,108 Class Y Ordinary Shares32.51%Founder of a discretionary trust who can influence how the t

149、rustee exercises his discretion151,100 Class Z Ordinary Shares0.05%Beneficial owner45,000 Class Z Ordinary Shares0.01%Mr.JP GanBeneficial owner170,963 Class Z Ordinary Shares0.05%Founder of a discretionary trust who can influence how the trustee exercises his discretion37,500 Class Z Ordinary Shares

150、0.01%Interest in controlled corporation149,700 Class Z Ordinary Shares0.05%Mr.Eric HeBeneficial owner163,463 Class Z Ordinary Shares0.05%21Bilibili Inc.2024 Interim ReportOther InformationNotes:(1)The calculations are based on a total number of 83,715,114 Class Y Ordinary Shares and 330,419,917 Clas

151、s Z Ordinary Shares in issue(excluding 7,126,386 Class Z Ordinary Shares issued and reserved for future issuance upon the exercising or vesting of awards granted under the Companys share incentive plans)as at June 30,2024.(2)Mr.Rui Chen was interested in(i)49,299,006 Class Y Ordinary Shares through

152、Vanship Limited,which is controlled by The Le Petit Prince Trust,a trust of which Mr.Chen is the settlor,and Mr.Chen and his family members are the beneficiaries;(ii)5,000,000 Class Z Ordinary Shares underlying options granted as beneficial owner;and(iii)525,525 Class Z Ordinary Shares in the form o

153、f ADSs through Vanship Limited.(3)Ms.Ni Li was interested in(i)7,200,000 Class Y Ordinary Shares through Saber Lily Limited,which is controlled by The Fortuna Trust,a trust of which Ms.Li is the settlor,and Ms.Li and her family members are the beneficiaries;(ii)3,000,000 Class Z Ordinary Shares unde

154、rlying options and restricted share units granted as beneficial owner;and(iii)908,300 Class Z Ordinary Shares through Saber Lily Limited.(4)Mr.Yi Xu was interested in(i)27,216,108 Class Y Ordinary Shares through Kami Sama Limited,which is in turn controlled by The Homur Trust,a trust of which Mr.Xu

155、is the settlor,and Mr.Xu and his family members are the beneficiaries;and(ii)151,100 Class Z Ordinary Shares through Kami Sama Limited.The 45,000 Class Z Ordinary Shares are in the form of ADSs.(5)All interests stated are long positions.Interest in associated corporations上海信樂彼成文化諮詢有限公司Name of Direct

156、or or chief executive Nature of interestApproximate%of equity interest in associated corporationMr.Rui ChenInterest in controlled corporation12.50%Ms.Ni LiInterest in controlled corporation12.50%上海嗶哩嗶哩電競信息科技有限公司Name of Director or chief executive Nature of interestApproximate%of equity interest in a

157、ssociated corporationMr.Rui ChenBeneficial owner25.04%Ms.Ni LiBeneficial owner6.87%Mr.Yi XuBeneficial owner3.44%Save as disclosed above,as at June 30,2024,none of the Directors and chief executives of the Company had any interest or short position in the Shares,underlying Shares or debentures of the

158、 Company or any of its associated corporations(within the meaning of Part XV of the SFO)which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO(including interests and short positions which were taken or deemed to have taken under

159、such provisions of the SFO),or which were recorded in the register required to be kept pursuant to section 352 of the SFO,to be entered in the register referred to therein,or which were required,pursuant to the Model Code,to be notified to the Company and the Stock Exchange.22Bilibili Inc.2024 Inter

160、im ReportOther InformationSubstantial ShareholdersAs at June 30,2024,the following persons(other than the Directors and chief executives whose interests have been separately disclosed in this interim report),had an interest or short position in the Shares and underlying Shares which would fall to be

161、 disclosed to the Company pursuant to Divisions 2 and 3 of Part XV of the SFO or as recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO.Name of substantial ShareholderCapacity/Nature of interestNumber of Shares(8)Approximate%of interest in each class of Sha

162、res Class Y Ordinary SharesVanship Limited(3)Beneficial owner49,299,006(L)58.89%(1)Kami Sama Limited(4)Beneficial owner27,216,108(L)32.51%(1)Saber Lily Limited(5)Beneficial owner7,200,000(L)8.60%(1)Class Z Ordinary SharesDeutsche Bank Aktiengesellschaft(6)Depositary/Investment manager 107,869,360(L)

163、107,323,113(S)31.96%(2)31.80%(2)Tencent(7)Interest of controlled corporation43,749,518(L)12.96%(2)Tencent Mobility Limited(7)Beneficial owner32,795,161(L)9.72%(2)JPMorgan Chase&Co.(9)Interest of controlled corporation/Investment manager/Person having a security interest in shares/Trustee/Approved le

164、nding agent27,300,919(L)16,993,486(S)8,041,544(P)8.09%(2)5.03%(2)2.38%(2)Brown Brothers Harriman&Co.(10)Approved lending agent20,078,456(L)20,078,456(P)6.08%(1)6.08%(1)The Goldman Sachs Group,Inc.(11)Interest of controlled corporation20,010,707(L)8,442,249(S)6.06%(1)2.56%(1)Notes:(1)The calculations

165、 are based on a total number of 83,715,114 Class Y Ordinary Shares and 330,419,917 Class Z Ordinary Shares in issue(excluding 7,126,386 Class Z Ordinary Shares issued and reserved for future issuance upon the exercising or vesting of awards granted under the Companys share incentive plans)as at June

166、 30,2024.(2)The calculations are based on a total number of 83,715,114 Class Y Ordinary Shares and 337,546,303 Class Z Ordinary Shares in issue(including 7,126,386 Class Z Ordinary Shares issued and reserved for future issuance upon the exercising or vesting of awards granted under the Companys shar

167、e incentive plans)as at June 30,2024.(3)Mr.Rui Chen was interested in 49,299,006 Class Y Ordinary Shares through Vanship Limited,which is controlled by The Le Petit Prince Trust,a trust of which Mr.Chen is the settlor,and Mr.Chen and his family members are the beneficiaries.(4)Mr.Yi Xu was intereste

168、d in 27,216,108 Class Y Ordinary Shares through Kami Sama Limited,which is in turn controlled by The Homur Trust,a trust of which Mr.Xu is the settlor,and Mr.Xu and his family members are the beneficiaries.23Bilibili Inc.2024 Interim ReportOther Information(5)Ms.Ni Li was interested in 7,200,000 Cla

169、ss Y Ordinary Shares through Saber Lily Limited,which is controlled by The Fortuna Trust,a trust of which Ms.Li is the settlor,and Ms.Li and her family members are the beneficiaries.(6)Deutsche Bank Aktiengesellschaft(Incorporated in the Federal Republic of Germany&members liability is limited)was i

170、nterested in an aggregated 107,869,360 Class Z Ordinary Shares(long position)and 107,323,113 Class Z Ordinary Shares(short position)in the Company.According to the disclosure of interest notice filed by Deutsche Bank Aktiengesellschaft regarding the relevant event dated June 12,2024,such Class Z Ord

171、inary Shares were held by Deutsche Bank Aktiengesellschaft via its subsidiary acting in its capacity as a depositary of the ADR program of the Company.(7)Tencent Mobility Limited was interested in 32,795,161 Class Z Ordinary Shares as beneficial owner,which includes a derivative interest in 6,500,00

172、0 Class Z Ordinary Shares representing 6,500,000 ADSs.Tencent Mobility Limited is wholly owned by Tencent.10,954,357 Class Z Ordinary Shares were held by Huang River Investment Limited,which is wholly owned by Tencent.(8)The letter“L”stands for long position,“S”stands for short position and“P”stands

173、 for lending pool.(9)JPMorgan Chase&Co.was interested in an aggregated 27,300,919 Class Z Ordinary Shares(long position),16,993,486 Class Z Ordinary Shares(short position)and 8,041,544 Class Z Ordinary Shares(lending pool)in the Company.According to the disclosure of interest notice filed by JPMorga

174、n Chase&Co.regarding the relevant event dated June 28,2024,such Class Z Ordinary Shares were held by JPMorgan Chase&Co.indirectly through certain of its subsidiaries.Among them,741,480 Class Z Ordinary Shares(long position)and 1,846,680 Class Z Ordinary Shares(short position)were held through physic

175、ally settled listed derivatives,2,820 Class Z Ordinary Shares(long position)and 44,090 Class Z Ordinary Shares(short position)were held through cash settled listed derivatives,2,994,213 Class Z Ordinary Shares(long position)and 3,539,538 Class Z Ordinary Shares(short position)were held through physi

176、cally settled unlisted derivatives,2,891,703 Class Z Ordinary Shares(long position)and 3,521,504 Class Z Ordinary Shares(short position)were held through cash settled unlisted derivatives,and 112,621 Class Z Ordinary Shares(long position)and 16,174 Class Z Ordinary Shares(short position)were held th

177、rough listed derivatives which are convertible instruments.(10)Brown Brothers Harriman&Co.was deemed to be interested in an aggregated 20,078,456 Class Z Ordinary Shares(long position)and 20,078,456 Class Z Ordinary Shares(lending pool)in the Company.(11)The Goldman Sachs Group,Inc.was interested in

178、 an aggregated 20,010,707 Class Z Ordinary Shares(long position)and 8,442,249 Class Z Ordinary Shares(short position)in the Company.According to the disclosure of interest notice filed by The Goldman Sachs Group,Inc.regarding the relevant event dated June 21,2024,such Class Z Ordinary Shares were he

179、ld by The Goldman Sachs Group,Inc.indirectly through certain of its subsidiaries.Among them,7,880,509 Class Z Ordinary Shares(long position)and 3,431,540 Class Z Ordinary Shares(short position)were held through physically settled listed derivatives,2,533,756 Class Z Ordinary Shares(long position)and

180、 3,125 Class Z Ordinary Shares(short position)were held through physically settled unlisted derivatives,1,571,743 Class Z Ordinary Shares(long position)and 2,344,657 Class Z Ordinary Shares(short position)were held through cash settled unlisted derivatives,480,294 Class Z Ordinary Shares(long positi

181、on)were held through unlisted derivatives which are convertible instruments.Save as disclosed above,as at June 30,2024,to the best knowledge of the Directors,no person(other than the Directors and chief executives of the Company)had an interest or short position in the Shares or underlying Shares wh

182、ich fall to be disclosed to the Company pursuant to Divisions 2 and 3 of Part XV of the SFO as recorded in the register required to be kept by the Company pursuant to section 336 of the SFO.Share SchemesThe Company has the following share schemes:the Global Share Plan(terminated on the Primary Conve

183、rsion Effective Date),the 2018 Share Incentive Plan(amended and restated as the Second Amended and Restated 2018 Share Incentive Plan on June 28,2024)and the 2024 Share Incentive Plan(a share scheme funded by existing Class Z Ordinary Shares only).Since the new Chapter 17 of the Listing Rules took e

184、ffect on January 1,2023,the Company relied on the transitional arrangements provided for the existing share schemes and amended and restated the 2018 Share Incentive Plan as the Second Amended and Restated 2018 Share Incentive Plan to comply with the requirements of Chapter 17 of the Listing Rules.2

185、4Bilibili Inc.2024 Interim ReportOther InformationPlease refer to(i)the annual report of the Company for the year ended December 31,2023 for a summary of the key terms of the Global Share Plan and the 2018 Share Incentive Plan(before its amendment and restatement)and(ii)the circular of the Company d

186、ated April 9,2024 for a summary of the key terms of the Second Amended and Restated 2018 Share Incentive Plan.A summary of the key terms of the 2024 Share Incentive Plan will be set out in the annual report of the Company for the year ending December 31,2024.The tables below set out the details of t

187、he outstanding options and awards under each share scheme during the Reporting Period.6,521,541 Class Z Ordinary Shares,representing approximately 2.0%of the weighted average number of Class Z Ordinary Shares in issue(excluding treasury shares as defined under the Listing Rules)of the Company,may be

188、 issued in respect of all options and awards granted during the Reporting Period to eligible participants pursuant to all share schemes of the Company.Global Share PlanAs the Global Share Plan was terminated on the Primary Conversion Effective Date,no Class Z Ordinary Shares were available for grant

189、 under the Global Share Plan as at January 1,2024 and June 30,2024,respectively.The awards previously granted and outstanding and the evidencing original award agreements shall survive the termination of the Global Share Plan and remain effective until the expiration of their original terms,as may b

190、e amended from time to time.Details of the outstanding options of the Global Share Plan during the Reporting Period are as follows:Name Date of GrantVesting PeriodExercise PeriodExercise Price(USD)Number of Class Z Ordinary Shares underlying options outstanding as at January 1,2024Exercised during t

191、he Reporting PeriodLapsed during the Reporting PeriodCancelled during the Reporting PeriodNumber of Class Z Ordinary Shares underlying options outstanding as at June 30,2024Weighted average closing price of Class Z Ordinary Shares immediately before date(s)of exercise(HKD)DirectorsMr.JP GanMarch 20,

192、20203 years6 years$0.000112,50012,500Other grantees by categoryEmployee ParticipantsMarch 20,20204 years6 years$0.0001443,675346,4257,25090,00089.39Notes:(1)No further options would be granted under the Global Share Plan after the Primary Conversion Effective Date.(2)No options were granted under th

193、e Global Share Plan during the Reporting Period.25Bilibili Inc.2024 Interim ReportOther Information2018 Share Incentive Plan(amended and restated as the Second Amended and Restated 2018 Share Incentive Plan on June 28,2024)The maximum aggregate number of Class Z Ordinary Shares which may be issued p

194、ursuant to all awards under the 2018 Share Incentive Plan(before its amendment and restatement)is 30,673,710,which is 10%of the total number of issued Class Z Ordinary Shares as at the Primary Conversion Effective Date(excluding Class Z Ordinary Shares underlying awards which have terminated,expired

195、,lapsed or have been forfeited in accordance with the rules of the 2018 Share Incentive Plan).As at January 1,2024,19,909,908 Class Z Ordinary Shares were available for grant under the 2018 Share Incentive Plan.During the Reporting Period,6,521,541 Class Z Ordinary Shares underlying awards were gran

196、ted to eligible participants pursuant to the 2018 Share Incentive Plan and 1,792,930 Class Z Ordinary Shares underlying awards were terminated,expired,lapsed or have been forfeited,respectively.As the 2018 Share Incentive Plan was amended and restated as the Second Amended and Restated Share Incenti

197、ve Plan at the annual general meeting of the Company on June 28,2024(the“Adoption Date”),no further grants may be made under the 2018 Share Incentive Plan thereafter.As disclosed in the circular of the Company dated April 9,2024,any granted and unexercised options,and any granted and unvested awards

198、 under the 2018 Share Incentive Plan prior to the Adoption Date shall continue to be valid and exercisable and/or vested in accordance with the terms of the grant and the 2018 Share Incentive Plan.The maximum aggregate number of Class Z Ordinary Shares which may be issued pursuant to all awards(incl

199、uding options,restricted share and restricted share units)under the Second Amended and Restated 2018 Share Incentive Plan together with the number of Class Z Ordinary Shares which may be issued pursuant to any awards to be granted any other share schemes of the Company(the“Scheme Limit”)is 41,413,50

200、3,representing 10%of the total number of issued and outstanding Shares(including both Class Y Ordinary Shares and Class Z Ordinary Shares)as at the Adoption Date.No awards have been granted under the Second Amended and Restated 2018 Share Incentive Plan since its adoption.It follows that as at June

201、30,2024,41,413,503 Class Z Ordinary Shares were available for grant under the Scheme Limit.Within the Scheme Limit,the maximum number of Class Z Ordinary Shares which may be issued pursuant to all awards to be granted to service provider participants under the Second Amended and Restated 2018 Share

202、Incentive Plan(the“Service Provider Sublimit”)is 2,070,675,representing 0.5%of the total number of issued and outstanding Shares(including both Class Y Ordinary Shares and Class Z Ordinary Shares)as at the Adoption Date.No service provider sublimit was set under the 2018 Share Incentive Plan(before

203、its amendment and restatement)and no awards have been granted under the Second Amended and Restated 2018 Share Incentive Plan since its adoption.It follows that as at June 30,2024,2,070,675 Class Z Ordinary Shares were available for grant under the Service Provider Sublimit.26Bilibili Inc.2024 Inter

204、im ReportOther InformationDetails of the outstanding options under the 2018 Share Incentive Plan during the Reporting Period are as follows:Name Date of GrantVesting PeriodExercise PeriodExercise Price(USD)Number of Class Z Ordinary Shares underlying options outstanding as at January 1,2024Exercised

205、 during the Reporting PeriodLapsed during the Reporting PeriodCancelled during the Reporting PeriodNumber of Class Z Ordinary Shares underlying options outstanding as at June 30,2024Weighted average closing price of Class Z Ordinary Shares immediately before date(s)of exercise(HKD)DirectorsMr.Rui Ch

206、enFrom March 23,2020 to November 23,20206 years7 years$0.0001$10.47 5,000,0005,000,000Ms.Ni LiNovember 23,20206 years7 years$0.00012,000,0002,000,000Mr.JP GanJuly 1,20223 years6 years$0.000113,46313,463Mr.Eric HeJuly 1,20223 years6 years$0.000113,463 13,463Other grantees by categoryConsultants(2)Fro

207、m April 20,2021 to May 10,20224 years6 years$0.000191,9586,86385,095117.60Employee ParticipantsFrom April 2,2018 to September 15,202206 years 67 years$0.0001$10.47 10,363,5811,612,417717,4728,033,692112.09Notes:(1)No further options would be granted under the 2018 Share Incentive Plan after the Prim

208、ary Conversion Effective Date and no further awards would be granted under the 2018 Share Incentive Plan after its amendment and restatement as the Second Amended and Restated Share Incentive Plan on June 28,2024.(2)Consultants mean service providers,other than employees.27Bilibili Inc.2024 Interim

209、ReportOther InformationDetails of the unvested restricted share units under the 2018 Share Incentive Plan during the Reporting Period(to be satisfied by Class Z Ordinary Shares)are as follows:NameDate of GrantVesting PeriodPurchase Price Unvested restricted share units as at January 1,2024Granted du

210、ring the Reporting PeriodVested during the Reporting PeriodLapsed during the Reporting PeriodCancelled during the Reporting PeriodUnvested restricted share units as at June 30,2024Weighted average closing price of Class Z Ordinary Shares immediately before date(s)of vesting(HKD)DirectorsMs.Ni LiMarc

211、h 31,20236 years$0 1,000,0001,000,000Other grantees by categoryConsultants(1)December 14,2022June 27,202402 years1 year$0$012,5001,00012,5001,00093.10Employee ParticipantsDecember 14,2022March 31,2023 4 years46 years$0$01,466,2443,115,91395,74285,5171,370,5023,030,396June 30,2023 4 years$01,521,5922

212、35,8571,285,735September 29,2023 4 years$01,136,539449,724686,815December 29,2023 4 years$01,429,13497,1471,331,987March 28,202446 years$02,425,124111,4712,313,653June 27,202446 years$04,095,4174,095,417Notes:(1)Consultants mean service providers,other than employees.Further details of the unvested

213、restricted share units under the 2018 Share Incentive Plan granted during the Reporting Period(to be satisfied by Class Z Ordinary Shares)are as follows:Number of restricted share units granted during the Reporting PeriodDate of GrantVesting PeriodPurchase PricePerformance TargetsClosing price of Cl

214、ass Z Ordinary Shares immediately before the date of grant(HKD)Fair value of restricted share units at the date of grant(RMB in thousands)(1)Name Other grantees by categoryConsultants1,000June 27,20241 year$0None133.10114Employee Participants2,425,124March 28,2024 46 years$0None81.75194,2944,095,417

215、June 27,202446 years$0None133.10464,147Notes:(1)The fair values of the restricted share units are calculated in accordance with the accounting standards and policies adopted for preparing the Companys financial statement.The Group recognizes the compensation cost,net of estimated forfeitures,over a

216、vesting term for service-based RSUs.(2)None of the restricted share units granted during the Reporting Period were granted to Directors.For further details of the restricted share units granted under the 2018 Share Incentive Plan during the Reporting Period,please refer to the announcements of the C

217、ompany dated March 28,2024 and June 27,2024.28Bilibili Inc.2024 Interim ReportOther Information2024 Share Incentive PlanDuring the Reporting Period,the Company adopted the 2024 Share Incentive Plan,which is a share scheme funded by existing Class Z Ordinary Shares only.No awards have been granted un

218、der the 2024 Share Incentive Plan since its adoption.USE OF PROCEEDSUse of proceeds from the Global OfferingThe net proceeds received by the Company from the Global Offering were approximately HK$22.9 billion(RMB19.3 billion)after deducting underwriting expenses and other offering expenses.As of Jun

219、e 30,2024,the Group had utilized the net proceeds as set out in the table below:Purpose%of use of proceedsNet proceeds Unutilized amount as at January 1,2024Utilized amount for the six months endedJune 30,2024Unutilized amount as at June 30,2024(HK$million)(HK$million)(HK$million)(HK$million)Our con

220、tent to support our healthy and high-quality user growth,ever-growing content ecosystem and development of our community50%11,451.8863.1863.1Research and development to improve our user experience and strengthen our user-centric commercialization capabilities20%4,580.7646.0646.0Sales and marketing,p

221、rimarily to fuel our user growth and to raise our brand awareness20%4,580.7131.7131.7General corporate purposes and working capital needs10%2,290.3556.6556.6Total100%22,903.52,197.42,197.429Bilibili Inc.2024 Interim ReportOther InformationUse of proceeds from the issuance of Class Z Ordinary Shares

222、under general mandateOn January 9,2023(U.S.Eastern Time),the Company and Goldman Sachs(Asia)L.L.C.(the“Underwriter”)entered into an equity underwriting and notes exchange agreement,pursuant to which the Company agreed to issue 15,344,000 ADSs partially in exchange for an aggregate principal amount o

223、f US$384.8 million(RMB2.6 billion)of its outstanding December 2026 Notes to be purchased by the Underwriter and its applicable affiliate(s)from certain holders of the December 2026 Notes through private negotiations(the“Exchange Notes”).Concurrently with the ADS Offering,the Underwriter and its appl

224、icable affiliate(s),as duly engaged and authorized by the Company,entered into separate agreements with certain holders of the December 2026 Notes to purchase the Exchange Notes from such holders for a purchase price of approximately US$331.2 million(RMB2.2 billion).The closing price per ADS on the

225、Nasdaq on January 6,2023,being the previous trading day prior to the date of the equity underwriting and notes exchange agreement,was US$28.65 and the closing price per Class Z Ordinary Share on the Stock Exchange on January 9,2023 was HK$224.00.An aggregate of 15,344,000 ADSs(representing 15,344,00

226、0 Class Z Ordinary Shares with an aggregate nominal value of approximately US$1,534.4)was successfully placed by the Underwriter to not fewer than six placees at the offer price of US$26.65 per ADS.Such placees professional,institutional or other investors whom the Underwriter has selected and procu

227、red to subscribe for any of the ADSs pursuant to the equity underwriting and notes exchange agreement.The net price per Class Z Ordinary Share underlying the ADSs subject to the ADS Offering was approximately US$25.87 and such Class Z Ordinary Shares were issued under the general mandate granted to

228、the Directors pursuant to resolutions of the Shareholders passed on June 30,2022 to allot,issue or deal with unissued Class Z Ordinary Shares and/or ADSs not exceeding 20%of the total number of issued Shares of the Company as of the date of passing of such ordinary resolution.The amount of net proce

229、eds from the ADS Offering(after deducting the selling commission)is approximately US$399.9 million and the amount of net proceeds from the ADS Offering(after deducting all applicable costs and expenses including but not limited to selling commission)is approximately US$396.9 million.The net proceeds

230、 of the ADS Offering(after deducting the selling commission)would be used,as a part of the Companys comprehensive liability management exercise(i)by the Underwriter to fund the purchase price of the Exchange Notes of approximately US$331.2 million payable by the Underwriter to the holders of such Ex

231、change Notes,and(ii)in respect of the remaining proceeds in the amount of US$68.8 million to be paid by the Underwriter to the Company,by the Company,to replenish its cash reserve after its repurchases of certain convertible senior notes in the fourth quarter of 2022 and for its other working capita

232、l purpose.As at June 30,2024,the net proceeds from the ADS Offering had not been utilized.There has been no change in the intended use of net proceeds as previously disclosed in the announcement of the Company dated January 9,2023,and the Company intends to use the net proceeds within this year.Furt

233、her details of the ADS Offering and purchase of the Exchange Notes are set out in the announcements of the Company dated January 9,2023 and January 12,2023.30Bilibili Inc.2024 Interim ReportOther InformationDisclosure of Changes in Directors Information pursuant to Listing Rule 13.51B(1)There is no

234、change to the information of the Directors which is required to be disclosed pursuant to Rule 13.51B(1)of the Listing Rules.Purchase,Sale or Redemption of the Companys Listed SecuritiesAs disclosed in this interim report,the Company repurchased April 2026 Notes during the Reporting Period.Further de

235、tails of the repurchase of April 2026 Notes are set out in the Companys overseas regulatory announcements dated February 20,2024 and April 1,2024,as well as the next day disclosure return dated April 2 2024 and the monthly return dated May 8 2024 of the Company.Save as disclosed in this interim repo

236、rt neither the Company nor any of its subsidiaries and consolidated affiliated entities had purchased,sold or redeemed any of the Companys listed securities(including sale of treasury shares)during the Reporting Period.As at June 30,2024,the Company did not hold any treasury shares(as defined under

237、the Listing Rules).DividendThe Board did not recommend the distribution of an interim dividend for the six months ended June 30,2024.Continuing Disclosure Obligations pursuant to the Listing RulesThe Company does not have any disclosure obligations under Rules 13.20,13.21 and 13.22 of the Listing Ru

238、les.Report on Review ofInterim Financial Information31Bilibili Inc.2024 Interim ReportTo the Board of Directors of Bilibili Inc.(incorporated in the Cayman Islands with limited liability)INTRODUCTIONWe have reviewed the interim financial information set out on pages 32 to 72,which comprises the inte

239、rim condensed consolidated balance sheet of Bilibili Inc.(the“Company”)and its subsidiaries(together,the“Group”)as at 30 June 2024 and the interim condensed consolidated statement of operations and comprehensive loss,the interim condensed consolidated statement of changes in shareholders equity and

240、the interim condensed consolidated statement of cash flows for the six-month period then ended,and notes,comprising significant accounting policies and other explanatory information.The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited require the preparation of a

241、report on interim financial information to be in compliance with the relevant provisions thereof and accounting principles generally accepted in the United States of America(“U.S.GAAP”).The directors of the Company are responsible for the preparation and presentation of this interim financial inform

242、ation in accordance with U.S.GAAP.Our responsibility is to express a conclusion on this interim financial information based on our review and to report our conclusion solely to you,as a body,in accordance with our agreed terms of engagement,and for no other purpose.We do not assume responsibility to

243、wards or accept liability to any other person for the contents of this report.SCOPE OF REVIEWWe conducted our review in accordance with International Standard on Review Engagements 2410,“Review of Interim Financial Information Performed by the Independent Auditor of the Entity”.A review of interim f

244、inancial information consists of making inquiries,primarily of persons responsible for financial and accounting matters,and applying analytical and other review procedures.A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and conse

245、quently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit.Accordingly,we do not express an audit opinion.CONCLUSIONBased on our review,nothing has come to our attention that causes us to believe that the interim financia

246、l information of the Group is not prepared,in all material respects,in accordance with U.S.GAAP.PricewaterhouseCoopersCertified Public Accountants Hong Kong,22 August 2024Unaudited Interim Condensed Consolidated Balance Sheet(All amounts in thousands,except for share data)32Bilibili Inc.2024 Interim

247、 ReportDecember 31,June 30,June 30,202320242024RMBRMBUS$NotesNote 2(e)AssetsCurrent assets:Cash and cash equivalents7,191,8213,732,504513,610 Time deposits5,194,8915,151,832708,916 Restricted cash50,00050,0006,880 Accounts receivable,net41,573,9001,605,884220,977 Amount due from related parties19790

248、,574769,537105,892 Prepayments and other current assets51,272,7881,160,404159,676 Short-term investments62,653,0655,027,593691,820 Total current assets18,727,03917,497,7542,407,771Non-current assets:Property and equipment,net7714,734703,57896,816 Production cost,net2,066,0661,945,917267,767 Intangib

249、le assets,net83,627,5333,425,849471,413 Deferred tax assets46,59181,73911,248 Goodwill2,725,1302,725,130374,990 Long-term investments,net94,366,6324,303,083592,124 Other long-term assets885,342635,44387,439 Total non-current assets14,432,02813,820,7391,901,797Total assets33,159,06731,318,4934,309,56

250、833Bilibili Inc.2024 Interim ReportUnaudited Interim Condensed Consolidated Balance Sheet(All amounts in thousands,except for share data)December 31,June 30,June 30,202320242024RMBRMBUS$NotesNote 2(e)LiabilitiesCurrent liabilities:Accounts payable114,333,7304,566,128628,320 Salary and welfare payabl

251、e1,219,3551,165,433160,369 Taxes payable12345,250311,82142,908 Short-term loan and current portion of long-term debt137,455,7534,846,173666,856 Deferred revenue2,954,0883,725,443512,638 Accrued liabilities and other payables141,780,6232,537,734349,204 Amount due to related parties1914,8963,419470 To

252、tal current liabilities18,103,69517,156,1512,360,765Non-current liabilities:Long-term debt15646731101 Other long-term liabilities650,459579,90879,798 Total non-current liabilities651,105580,63979,899Total liabilities18,754,80017,736,7902,440,66434Bilibili Inc.2024 Interim ReportUnaudited Interim Con

253、densed Consolidated Balance Sheet(All amounts in thousands,except for share data)December 31,June 30,June 30,202320242024RMBRMBUS$NotesNote 2(e)Shareholders equity Ordinary shares:Class Y Ordinary Shares(US$0.0001 par value;100,000,000 shares authorized,83,715,114 shares issued and outstanding as of

254、 December 31,2023;US$0.0001 par value;100,000,000 shares authorized,83,715,114 shares issued and outstanding as of June 30,2024)52527 Class Z Ordinary Shares(US$0.0001 par value;9,800,000,000 shares authorized,337,546,303 shares issued,328,441,712 shares outstanding as of December 31,2023;US$0.0001

255、par value;9,800,000,000 shares authorized,337,546,303 shares issued,330,419,917 shares outstanding as of June 30,2024)21321530 Additional paid-in capital40,445,17540,977,2145,638,652 Statutory reserves44,74944,7496,158 Accumulated other comprehensive income212,477230,65231,739 Accumulated deficit(26

256、,310,766)(27,668,011)(3,807,246)Total Bilibili Inc.s shareholders equity14,391,90013,584,8711,869,340 Noncontrolling interests12,367(3,168)(436)Total shareholders equity14,404,26713,581,7031,868,904Total liabilities and shareholders equity33,159,06731,318,4934,309,568The accompanying notes are an in

257、tegral part of these unaudited interim condensed consolidated financial information.Unaudited Interim Condensed Consolidated Statement of Operations and Comprehensive Loss(All amounts in thousands,except for share and per share data)35Bilibili Inc.2024 Interim ReportFor the Six Months Ended June 30,

258、202320242024RMBRMBUS$NotesNote 2(e)Net revenues Value-added services4,457,9655,094,797701,068 Advertising2,844,6443,706,075509,973 Mobile games2,022,5031,990,177273,857 IP derivatives and others1,048,6981,000,695137,700Total net revenues1610,373,81011,791,7441,622,598Cost of revenues(8,042,344)(8,35

259、3,183)(1,149,436)Gross profit2,331,4663,438,561473,162Operating expenses:Sales and marketing expenses(1,798,383)(1,962,655)(270,070)General and administrative expenses(1,111,394)(1,019,816)(140,332)Research and development expenses(2,074,033)(1,859,821)(255,920)Total operating expenses(4,983,810)(4,

260、842,292)(666,322)Loss from operations(2,652,344)(1,403,731)(193,160)Other income:Investment income/(loss),net(including impairments)8,321(115,933)(15,953)Interest income298,300233,55132,138Interest expense(105,682)(51,383)(7,071)Exchange losses(16,552)(73,335)(10,091)Debt extinguishment gain/(loss)2

261、82,442(20,980)(2,887)Others,net63,32854,4397,491Total other income,net530,15726,3593,627Loss before income tax(2,122,187)(1,377,372)(189,533)Income tax(expense)/benefit10(55,590)4,59263236Bilibili Inc.2024 Interim ReportUnaudited Interim Condensed Consolidated Statement of Operations and Comprehensi

262、ve Loss(All amounts in thousands,except for share and per share data)For the Six Months Ended June 30,202320242024RMBRMBUS$NotesNote 2(e)Net loss(2,177,777)(1,372,780)(188,901)Net loss attributable to noncontrolling interests3,38415,5352,138Net loss attributable to the Bilibili Incs shareholders(2,1

263、74,393)(1,357,245)(186,763)Net loss(2,177,777)(1,372,780)(188,901)Other comprehensive income:Foreign currency translation adjustments219,94218,1752,501Total other comprehensive income219,94218,1752,501Total comprehensive loss(1,957,835)(1,354,605)(186,400)Comprehensive loss attributable to noncontro

264、lling interests3,38415,5352,138Comprehensive loss attributable to the Bilibili Inc.s shareholders(1,954,451)(1,339,070)(184,262)Net loss per share,basic18(5.28)(3.26)(0.45)Net loss per share,diluted(5.28)(3.26)(0.45)Net loss per ADS,basic(5.28)(3.26)(0.45)Net loss per ADS,diluted(5.28)(3.26)(0.45)We

265、ighted average number of ordinary shares,basic18412,013,005415,780,807415,780,807Weighted average number of ordinary shares,diluted412,013,005415,780,807415,780,807Weighted average number of ADS,basic412,013,005415,780,807415,780,807Weighted average number of ADS,diluted412,013,005415,780,807415,780

266、,807Share-based compensation expenses included in:Cost of revenues29,90232,0474,410 Sales and marketing expenses29,16625,9213,567 General and administrative expenses291,213296,85640,849 Research and development expenses211,267169,24123,288The accompanying notes are an integral part of these unaudite

267、d interim condensed consolidated financial information.Unaudited Interim Condensed Consolidated Statement of Changes in Shareholders Equity(All amounts in thousands,except for share data)37Bilibili Inc.2024 Interim ReportOrdinary sharesClass Y Ordinary SharesClass Z Ordinary SharesAdditional paid-in

268、 capitalStatutory reservesAccumulated other comprehensive incomeAccumulateddeficitNoncontrolling interestsTotal shareholdersequitySharesAmountSharesAmountRMBRMBRMBRMBRMBRMBRMBRMBBalance at December 31,202283,715,11452308,223,63920136,623,16136,17358,110(21,479,869)1,75915,239,587Net loss(2,174,393)(

269、3,384)(2,177,777)Share-based compensation561,548561,548Share issuance from exercise of share options1,168,46022Issuance of Class Z ordinary shares upon new ADS offering(“ADS offering”)15,344,000102,689,3702,689,380Foreign currency translation adjustment219,942219,942Balance at June 30,202383,715,114

270、52324,736,09921339,874,07936,173278,052(23,654,262)(1,625)16,532,682The accompanying notes are an integral part of these unaudited interim condensed consolidated financial information.38Bilibili Inc.2024 Interim ReportUnaudited Interim Condensed Consolidated Statement of Changes in Shareholders Equi

271、ty(All amounts in thousands,except for share data)Ordinary sharesClass Y Ordinary SharesClass Z Ordinary SharesAdditional paid-in capitalStatutory reservesAccumulated other comprehensive incomeAccumulated deficitNoncontrolling interestsTotal shareholders equitySharesAmountSharesAmountRMBRMBRMBRMBRMB

272、RMBRMBRMBBalance at December 31,202383,715,11452325,800,88021340,445,17544,749212,477(26,310,766)12,36714,404,267Net loss(1,357,245)(15,535)(1,372,780)Share-based compensation524,065524,065Share issuance from exercise of share options1,965,70527,9747,976Share issuance from vest of restricted share u

273、nits12,500*Foreign currency translation adjustment18,17518,175Balance at June 30,202483,715,11452327,779,08521540,977,21444,749230,652(27,668,011)(3,168)13,581,703*Less than 1The accompanying notes are an integral part of these unaudited interim condensed consolidated financial information.Unaudited

274、 Interim Condensed Consolidated Statement of Cash Flows(All amounts in thousands)39Bilibili Inc.2024 Interim ReportFor the Six Months Ended June 30,202320242024RMBRMBUS$Note 2(e)Cash flows from operating activities:Net loss(2,177,777)(1,372,780)(188,901)Adjustments to reconcile net loss to net cash(

275、used in)/provided by operating activities:Depreciation of property and equipment402,827314,05143,215 Amortization of intangible assets993,357886,768122,023 Amortization of right-of-use assets89,02384,85411,676 Amortization of debt issuance costs12,3617,118979 Share-based compensation expenses561,548

276、524,06572,114 Allowance for expected credit loss68,2499,391 Inventory provision30,3282,781383 Deferred income taxes(11,250)(45,961)(6,324)Unrealized exchange losses/(gains)1,484(2,211)(304)Unrealized fair value changes of investments(154,724)17,8442,455 Loss on disposal of property and equipment6461

277、,974272 Loss from equity method investments80,39117,4972,408 Revaluation of previously held equity interests75,000 Impairments of long-term investments69,949100,57113,839(Gain)/loss of convertible senior notes repurchase(282,442)20,9412,882 Changes in operating assets and liabilities:Accounts receiv

278、able(55,833)(86,200)(11,862)Amount due from related parties27,693(38,275)(5,267)Prepayments and other assets168,806201,66427,750 Other long-term assets162,87227,5953,797 Accounts payable(113,788)273,00737,567 Salary and welfare payable(407,452)(53,922)(7,420)Taxes payable(15,914)(33,429)(4,600)Defer

279、red revenue(128,359)771,355106,142 Accrued liabilities and other payables143,128761,896104,840 Amount due to related parties(5,446)(1,478)(203)Other long-term liabilities(117,586)(59,737)(8,220)Net cash(used in)/provided by operating activities(651,158)2,388,237328,63240Bilibili Inc.2024 Interim Rep

280、ortUnaudited Interim Condensed Consolidated Statement of Cash Flows(All amounts in thousands)For the Six Months Ended June 30,202320242024RMBRMBUS$Note 2(e)Cash flows from investing activities:Purchase of property and equipment(51,521)(245,505)(33,782)Purchase of intangible assets(698,543)(624,531)(

281、85,939)Purchase of short-term investments(6,682,864)(16,754,501)(2,305,496)Maturities of short-term investments8,893,43414,456,6371,989,299 Cash consideration paid for purchase of subsidiaries,net of cash acquired(70,000)Cash paid for long-term investments including loans(45,994)(146,876)(20,211)Rep

282、ayment of loans from investees275,07860,2508,291 Cash received from disposal/return of investments82,856 Placements of time deposits(5,503,040)(3,357,410)(461,995)Maturities of time deposits4,810,7373,432,320472,303Net cash provided by/(used in)investing activities1,010,143(3,179,616)(437,530)Cash f

283、lows from financing activities:Proceeds of short-term loan548,5211,049,000144,347 Repayment of short-term loan(493,624)(659,696)(90,777)Proceeds from exercise of employees share options27,9741,097 Proceeds from issuance of ordinary shares net of issuance costs 2,689,380 Repurchase of convertible sen

284、ior notes(7,581,959)(3,046,017)(419,146)Net cash used in financing activities(4,837,680)(2,648,739)(364,479)Effect of exchange rate changes on cash and cash equivalents and restricted cash held in foreign currencies145,970(19,199)(2,641)Net decrease in cash and cash equivalents and restricted cash(4

285、,332,725)(3,459,317)(476,018)Cash and cash equivalents and restricted cash at beginning of the period10,187,3877,241,821996,508Cash and cash equivalents and restricted cash at end of the period5,854,6623,782,504520,49041Bilibili Inc.2024 Interim ReportUnaudited Interim Condensed Consolidated Stateme

286、nt of Cash Flows(All amounts in thousands)For the Six Months Ended June 30,202320242024RMBRMBUS$Note 2(e)Supplemental disclosures of cash flows information:Cash paid for income taxes,net of tax refund84,21058,4818,047Cash paid for interest expense95,92463,2638,705Supplemental schedule of non-cash in

287、vesting and financing activities:Property and equipment purchases financed by accounts payable87,364120,11416,528Acquisitions and investments financed by payables10,0002,404331Intangible assets purchases financed by payables461,623516,64971,093The accompanying notes are an integral part of these una

288、udited interim condensed consolidated financial information.Notes to Unaudited Interim Condensed Consolidated Financial Information42Bilibili Inc.2024 Interim Report1.OPERATIONSBilibili Inc.(the“Company”or“Bilibili”)is an iconic brand and a leading video community for young generations in China.Inco

289、rporated as a limited liability company in the Cayman Islands in December 2013,the Company,through its consolidated subsidiaries,variable interest entities(“VIEs”)and subsidiaries of the VIEs(collectively referred to as the“Group”),is primarily engaged in the operation of providing online entertainm

290、ent services to users in the Peoples Republic of China(the“PRC”or“China”).In April 2018,the Company completed its IPO on the Nasdaq Global Select Market.In March 2021,the Company successfully listed its Class Z ordinary shares on the main board of the Hong Kong Stock Exchange.The Company issued a to

291、tal 28,750,000 Class Z ordinary shares in the global offering,including the fully exercised over-allotment option of 3,750,000 Class Z ordinary shares.Net proceeds from the global offering,including the over-allotment option,after deducting underwriting fees and other offering expenses,were approxim

292、ately HKD22.9 billion(RMB19.3 billion).On October 3,2022,the Companys voluntary conversion of its secondary listing status to primary listing on the main board of the Hong Kong Stock Exchange became effective.The Company became a dual-primary listed company on the main board of the Hong Kong Stock E

293、xchange in Hong Kong and the Nasdaq in the United States.In January 2023,the Company completed an offering of 15,344,000 ADSs at US$26.65 per ADS.The amount of net proceeds from such offering(after deducting all applicable costs and expenses including but not limited to selling commission)is approxi

294、mately US$396.9 million(RMB2,689.4 million).Shortly thereafter,the Company completed repurchase of an aggregate principal amount of US$384.8 million of its outstanding 0.50%convertible senior notes due December 2026 with an aggregate purchase price of US$331.2 million(RMB2,243.8 million),which was f

295、unded by the net proceeds from the ADS Offering.As of June 30,2024,the Companys major subsidiaries,VIEs and subsidiaries of the VIEs are as follows:Major SubsidiariesPlace and Yearof IncorporationAcquisition/Principal Place of OperationIssuedShare CapitalPercentage ofDirect orIndirectEconomicOwnersh

296、ip Principal ActivitiesBilibili HK LimitedHong Kong,2014HKD1USD200 million100 Investment holdingHode HK LimitedHong Kong,2014USD1100 Investment holdingChaodian HK LimitedHong Kong,2019USD1100 Investment holdingBilibili Co.,Ltd.Japan,2014JPY80 million100 Business developmentHode Shanghai Limited(“Hod

297、e Shanghai”)PRC,2014USD1.2 billion100 Technology development1Shanghai Bilibili Technology Co.,Ltd.PRC,2016USD2.5 billion100 Technology development1Chaodian(Shanghai)Technology Co.,Ltd.PRC,2019USD50 million100 E-commerce and advertising143Bilibili Inc.2024 Interim ReportNotes to Unaudited Interim Con

298、densed Consolidated Financial Information1.OPERATIONS(Continued)Major VIEs and VIEssubsidiariesPlace and Yearof IncorporationAcquisition/Principal Place of OperationIssuedShare CapitalPercentage ofDirector orIndirectEconomicOwnershipPrincipal ActivitiesShanghai Hode Information Technology Co.,Ltd.(“

299、Hode Information Technology”)PRC,2013RMB11 million100*Mobile game operation2Shanghai Kuanyu Digital Technology Co.,Ltd.(“Shanghai Kuanyu”)PRC,2014RMB500 million100*Video distribution and game distribution2Sharejoy Network Technology Co.,Ltd.(“Sharejoy Network”)PRC,2014RMB10 million100*Game distribut

300、ion2Shanghai Hehehe Culture Communication Co.,Ltd.(“Shanghai Hehehe”)PRC,2014RMB120 million100*Comics distribution2Shanghai Anime Tamashi Cultural Media Co.,Ltd.(“Shanghai Anime Tamashi”)PRC,2015RMB1 million100*E-commerce platform2*Hode Shanghai is the primary beneficiary of the major VIEs and VIEs

301、subsidiaries.1 These companies were established in the PRC in the form of wholly foreign-owned enterprises.2 These companies were established in the PRC in the form of investment solely by legal corporations or controlled by natural person(s).44Bilibili Inc.2024 Interim ReportNotes to Unaudited Inte

302、rim Condensed Consolidated Financial Information1.OPERATIONS(Continued)The following combined financial information of the Groups VIEs and VIEs subsidiaries as of December 31,2023 and June 30,2024 and for the six months ended June 30,2023 and 2024 included in the accompanying unaudited interim conde

303、nsed consolidated financial information of the Group was as follows:December 31,2023June 30,2024RMB in thousandsCash and cash equivalents1,893,282873,444Time deposits4,25913,031Restricted cash50,00050,000Accounts receivable,net800,158896,505Amounts due from Group companies484,413514,737Amount due fr

304、om related parties3,4129,031Prepayments and other current assets477,430464,725Short-term investments206,811816,876Long-term investments,net1,633,9321,571,149Other non-current assets5,216,7744,964,800Total assets 10,770,47110,174,298Accounts payable3,320,1213,421,281Salary and welfare payables310,062

305、330,372Taxes payable123,728104,554Short-term loan600,000696,624Deferred revenue2,116,4632,728,670Accrued liabilities and other payables619,5561,031,441Amounts due to the Group companies12,631,67510,940,547Amounts due to related parties14,8452,884Other long-term payable302,203326,810Total liabilities

306、20,038,65319,583,183Total Bilibili Incs shareholders deficit(9,279,384)(9,418,207)Noncontrolling interests11,2029,322Total shareholders deficit(9,268,182)(9,408,885)Total liabilities and shareholders deficit10,770,47110,174,29845Bilibili Inc.2024 Interim ReportNotes to Unaudited Interim Condensed Co

307、nsolidated Financial Information1.OPERATIONS(Continued)For the Six Months Ended June 30,20232024RMB in thousandsThird-party revenues6,717,2377,434,876Inter-company revenues477,102444,413Total revenues7,194,3397,879,289Net loss(573,451)(143,719)For the Six Months Ended June 30,20232024RMB in thousand

308、sNet cash provided by operating activities208,961 2,172,024Net cash used in investing activities(119,992)(1,235,232)Net cash provided by/(used in)financing activities9,498(1,959,599)46Bilibili Inc.2024 Interim ReportNotes to Unaudited Interim Condensed Consolidated Financial Information1.OPERATIONS(

309、Continued)LiquidityThe Group incurred net losses of RMB2,177.8 million and RMB1,372.8 million for the six months ended June 30,2023 and 2024,respectively.Net cash used in operating activities was RMB651.2 million for the six months ended June 30,2023,and net cash provided by operating activities was

310、 RMB2,388.2 million for the six months ended June 30,2024,respectively.Accumulated deficit was RMB26.31 billion and RMB27.67 billion as of December 31,2023 and June 30,2024,respectively.The Group assesses its liquidity by its ability to generate cash from operating activities and attract investors i

311、nvestments.Historically,the Group has relied principally on both operational sources of cash and non-operational sources of financing from investors to fund its operations and business development.The Groups ability to continue as a going concern is dependent on managements ability to successfully e

312、xecute its business plan,which includes increasing revenues while controlling operating expenses,as well as,generating operational cash flows and continuing to gain support from outside sources of financing.In the past,the Group has been continuously receiving financing support from outside investor

313、s.In January 2023,the Company completed an offering of 15,344,000 American depositary shares(the“ADS Offering”).The amount of net proceeds from the Offering(after deducting all applicable costs and expenses including but not limited to selling commission)is approximately US$396.9 million(RMB2,689.4

314、million).Shortly thereafter,the Company completed repurchase of an aggregate principal amount of US$384.8 million of its outstanding 0.50%convertible senior notes due December 2026 with the aggregate purchase price of US$331.2 million(RMB2,243.8 million),which was funded by the net proceeds from the

315、 ADS Offering.And the remaining net proceeds,after deducting selling commissions of the ADS Offering is US$68.8 million.Moreover,the Group can adjust the pace of its operation expansion and control the operating expenses.Based on the above considerations,the Group believes the cash and cash equivale

316、nts and the operating cash flows are sufficient to meet the cash requirements to fund planned operations and other commitments for at least the next twelve months from the date of the issuance of the unaudited interim condensed consolidated financial information.The Groups unaudited interim condense

317、d consolidated financial information have been prepared on a going concern basis,which contemplates the realization of assets and liquidation of liabilities in the normal course of business.47Bilibili Inc.2024 Interim ReportNotes to Unaudited Interim Condensed Consolidated Financial Information2.SIG

318、NIFICANT ACCOUNTING POLICIESa)Basis of presentationThe accompanying unaudited interim condensed consolidated financial information and related disclosures have been prepared in accordance with accounting principles generally accepted in the United States of America(“U.S.GAAP”)applicable to interim f

319、inancial information and the disclosure requirements of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong,as amended,supplemented or otherwise modified from time to time(the“HK Listing Rules”).The December 31,2023 balance sheet data was derived from audited consolidate

320、d financial information;however,the accompanying interim notes to the unaudited interim condensed consolidated financial information do not include all of the annual disclosures required by U.S.GAAP.Results for interim periods are not necessarily indicative of those that may be expected for a full y

321、ear.The financial information included herein should be read in conjunction with the Companys audited consolidated financial information for the preceding fiscal year.The accounting policies applied are consistent with those of the audited consolidated financial information for the preceding fiscal

322、year.b)Principles of consolidationThe unaudited interim condensed consolidated financial information include the financial statement of the Company,its subsidiaries and VIEs(inclusive of the VIEs subsidiaries)for which the Company is the primary beneficiary.Subsidiaries are those entities in which t

323、he Company,directly or indirectly,controls more than one half of the voting power,has the power to appoint or remove the majority of the members of the board of directors,or to cast a majority of votes at the meeting of the board of directors,or has the power to govern the financial and operating po

324、licies of the investee under a statute or agreement among the shareholders or equity holders.A consolidated VIE is an entity in which the Companys subsidiary,through contractual arrangements,has the power to direct the activities that most significantly impact the entitys economic performance,bears

325、the risks of and enjoys the rewards normally associated with ownership of the entity,and therefore the Companys subsidiary is the primary beneficiary of the entity.48Bilibili Inc.2024 Interim ReportNotes to Unaudited Interim Condensed Consolidated Financial Information2.SIGNIFICANT ACCOUNTING POLICI

326、ES(Continued)b)Principles of consolidation(Continued)All transactions and balances among the Company,its subsidiaries and VIEs(inclusive of the VIEs subsidiaries)have been eliminated upon consolidation.There is no VIE in the Group where the Company or any subsidiary has a variable interest but is no

327、t the primary beneficiary.c)Use of estimatesThe preparation of the Groups unaudited interim condensed consolidated financial information in conformity with the U.S.GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,disclosure of cont

328、ingent liabilities at the balance sheet date and reported revenues and expenses during the reported periods in the unaudited interim condensed consolidated financial information and accompanying notes.Significant accounting estimates include,but are not limited to,determination of the average playin

329、g period for paying players,and assessment for the impairment of long-term investments accounted for using the measurement alternative.d)Functional currency and foreign currency translation The Group uses Renminbi(“RMB”)as its reporting currency.The Company and several of its overseas subsidiaries u

330、se US$or their respective local currencies as their functional currency.The functional currency of the Groups PRC entities is RMB.In the unaudited interim condensed consolidated financial information,the financial information of the Company and other entities located outside of the PRC have been tra

331、nslated into RMB.Assets and liabilities are translated at the exchange rates on the balance sheet date,equity amounts are translated at historical exchange rates,and revenues,expenses,gains and losses are translated using the average rate for the period.Translation adjustments are reported as foreig

332、n currency translation adjustments,and are shown as a component of other comprehensive income on the unaudited interim condensed consolidated statement of operations and comprehensive loss.Foreign currency transactions denominated in currencies other than the functional currency are translated into

333、the functional currency using the exchange rates prevailing at the dates of the transactions.Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency using the applicable exchange rates at the balance sheet dates.Net gains and losses resulting from foreign exchange transactions are included in“Exchange losses”on the unaudited interim condensed c