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Exhibit 99.3
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
Bilibili Inc.
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(NASDAQ: BILI and HKEX: 9626)
NOTICE OF ANNUAL GENERAL MEETING
The attached Notice of Annual General Meeting issued by Bilibili Inc. (the “Company”) serves as the notice of annual general meeting (the “Annual General Meeting”) required under Rule 13.71 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”) and the circular required under Rule 13.73 of the Hong Kong Listing Rules. This notice is also available for viewing on the Company’s investor relations website at https://ir.bilibili.com/.
Unless otherwise specified, terms defined in this notice shall have the same meanings in the circular of the Company dated April 9, 2024 (the “Circular”). Details regarding the resolutions in this notice are set out in the Circular.
The Annual General Meeting will be held at Building 3, Guozheng Center, No. 485 Zhengli Road, Yangpu District, Shanghai, People’s Republic of China, June 28, 2024 at 4:30 p.m. (Beijing time), for the purpose to consider and vote on the following:
| 1. | ordinary resolution: to receive the audited consolidated financial statements of the Company and the reports of the Directors and auditor of the Company for the year ended December 31, 2023; |
| 2. | ordinary resolution: to re-elect Rui Chen to serve as a director until the 2027 annual general meeting of shareholders and until her successor is duly elected and qualified, subject to his earlier resignation or removal; |
| 3. | ordinary resolution: to re-elect JP Gan who has served the Company for more than nine years to serve as an independent director until the 2027 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal; |
| 4. | ordinary resolution: to re-elect Eric He to serve as an independent director until the 2027 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal; |
| 5. | ordinary resolution: to authorize the Board to fix the remuneration of the Directors of the Company; |
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| 6. | ordinary resolution: to re-appoint PricewaterhouseCoopers as auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorize the Board to fix their remuneration for the year ending December 31, 2024; |
| 7. | ordinary resolution: |
| (a) | subject to paragraph (c) below, to give a general unconditional mandate to the Directors during the Relevant Period (as defined in paragraph (d) below) to exercise all the powers of the Company to allot, issue, and deal with additional Class Z ordinary shares or securities convertible into Class Z ordinary shares, or options, warrants, or similar rights to subscribe for Class Z ordinary shares or such convertible securities of the Company (other than issuance of options, warrants, or similar rights to subscribe for additional Class Z ordinary shares or securities convertible into Class Z ordinary shares for cash consideration) and to make or grant offers, agreements, or options (including any warrants, bonds, notes, and debentures conferring any rights to subscribe for or otherwise receive Class Z ordinary shares) that would or might require the exercise of such powers; |
| (b) | the mandate in paragraph (a) above shall be in addition to any other authorization given to the Directors and shall authorize the Directors to make or grant offers, agreements, and/or options during the Relevant Period that would or might require the exercise of such powers after the end of the Relevant Period; |
| (c) | the total number of Class Z ordinary shares allotted or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) in paragraph (a) above, otherwise than pursuant to: |
| (i) | a Rights Issue (as defined in paragraph (d) below); |
| (ii) | the grant or exercise of any options under any share option scheme of the Company or any other option scheme or similar arrangements for the time being adopted for the grant or issue to the Directors, officers, and/or employee of the Company and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for Class Z ordinary shares or rights to acquire Class Z ordinary shares; |
| (iii) | the vesting of restricted shares and restricted share units granted or to be granted pursuant to the 2018 Share Incentive Plan (as amended from time to time); |
| (iv) | any scrip dividend or similar arrangement providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares of the Company in accordance with the Articles of Association; and |
| (v) | a specific authority granted by the Shareholders of the Company in general meeting; |
shall not exceed 20% of the total number of issued Shares of the Company as of the date of the passing of this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the Shares of the Company into a smaller or larger number of Shares of the Company respectively after the passing of this resolution) and the said mandate shall be limited accordingly; and
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| (d) | for the purposes of this resolution: |
“Relevant Period” means the period from the passing of this resolution until the earliest of:
| (i) | the conclusion of the next annual general meeting of the Company; |
| (ii) | the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles of Association or any applicable laws and regulations; and |
| (iii) | the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting; |
“Rights Issue” means an offer of Shares of the Company, or an offer or issue of warrants, options, or other securities giving rights to subscribe for Shares of the Company, open for a period fixed by the Directors to Shareholders of the Company whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares of the Company (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory applicable to the Company);
| 8. | ordinary resolution: |
| (a) | to give a general unconditional mandate to the Directors during the Relevant Period (as defined in paragraph (b) below) to exercise all the powers of the Company to purchase its own Shares and/or ADSs on the Stock Exchange or on any other stock exchange on which the securities of the Company are or may be listed and which is recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, provided that the total number of Shares and/or Shares underlying the ADSs of the Company that may be purchased pursuant to this mandate shall not exceed 10% of the total number of issued Shares of the Company as of the date of passing of this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the Shares into a smaller or larger number of Shares respectively after the passing of this resolution) and the said mandate shall be limited accordingly; and |
| (b) | for the purposes of this resolution: |
“Relevant Period” means the period from the passing of this resolution until the earliest of:
| (i) | the conclusion of the next annual general meeting of the Company; |
| (ii) | the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles of Association or any applicable laws; and |
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| (iii) | the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting. |
| 9. | ordinary resolution: conditional upon the passing of resolutions 7 and 8 of this notice, to extend the general mandate referred to in the resolution 7 of this notice by the addition to the aggregate number of Shares that may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of the number of Shares and/or Share underlying the ADSs repurchased by the Company pursuant to the mandate referred to in the resolution 8 of this notice, provided that such amount shall not exceed 10% of the total number of issued Shares of the Company as at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the Shares into a smaller or larger number of Shares respectively after the passing of this resolution); |
| 10. | ordinary resolution: to (i) approve and adopt the Second Amended and Restated 2018 Share Incentive Plan, a copy of which is produced to this meeting and signed by the Chairman of the AGM for the purpose of identification; (ii) approve and adopt the Scheme Limit of the Second Amended and Restated 2018 Share Incentive Plan, being the number of Shares representing 10% of the total number of issued and outstanding Shares of the Company (including both Class Y Ordinary Shares and Class Z Ordinary Shares) as at the date of passing of resolution 10 rounded down to the nearest integer; and (iii) authorize the Board and the Committee to grant the awards thereunder, and do all such acts and execute all such documents as it/they may deem necessary or expedient in order to give full effect to the implementation of the Second Amended and Restated 2018 Share Incentive Plan; and |
| 11. | ordinary resolution: conditional upon the passing of resolution 10 of this notice, to approve and adopt the Service Provider Sublimit (as defined in the Second Amended and Restated 2018 Share Incentive Plan), being the number of Shares representing 0.5% of the total number of issued and outstanding Shares of the Company (including both Class Y Ordinary Shares and Class Z Ordinary Shares) as at the date of passing resolution 10 rounded down to the nearest integer. |
Resolution 10 is not conditional upon the passing of resolution 11, but resolution 11 is conditional upon the passing of resolution 10. In the event that resolution 10 is passed but resolution 11 is not passed, the Company will adopt the Second Amended and Restated 2018 Share Incentive Plan but the Directors shall alter the Second Amended and Restated 2018 Share Incentive Plan to remove references to the grant of Awards to Service Provider Participants. In the event that resolution 11 is passed but resolution 10 is not passed, the Second Amended and Restated 2018 Share Incentive Plan will not be adopted.
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SHARES RECORD DATE AND ADS RECORD DATE
The board of Directors of the Company has fixed the close of business on May 23, 2024 Hong Kong time, as the record date (the “Shares Record Date”) of our Class Y ordinary shares with a par value of US$0.0001 each (the “Class Y Ordinary Shares”) and Class Z ordinary shares with a par value of US$0.0001 each (the “Class Z Ordinary Shares”, and together with the Class Y Ordinary Shares, the “Shares”).
Holders of record of the Company’s Shares as of the Shares Record Date are entitled to attend and vote at the AGM and any adjourned meeting thereof. Holders of record of American Depositary Shares (the “ADSs”) as of the close of business on May 23, 2024 New York time (the “ADS Record Date”) who wish to exercise their voting rights for the underlying Class Z Ordinary Shares must give voting instructions to Deutsche Bank Trust Company Americas, the depositary of the ADSs.
ATTENDING THE AGM
Only holders of record of Shares as of the Shares Record Date are entitled to attend and vote at the AGM.
PROXY FORM AND ADS VOTING CARD
A holder of Shares as of the Shares Record Date may appoint a proxy to exercise his or her rights at the AGM. A holder of ADSs as of the ADS Record Date will need to instruct Deutsche Bank Trust Company Americas, the depositary of the ADSs, as to how to vote in respect of the Class Z Ordinary Shares represented by the ADSs. Please refer to the proxy form (for holders of Shares) or ADS voting card (for holders of ADSs), both of which are available on the Company’s investor relations website at https://ir.bilibili.com.
Holders of record of the Shares on the Company’s register of members as of the Shares Record Date are cordially invited to attend the AGM in person. Your vote is important. You are urged to complete, sign, date and return the proxy form to the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited (“Computershare”) (for holders of Shares) or your voting instructions to Deutsche Bank Trust Company Americas (for holders of ADSs) as promptly as possible and before the prescribed deadline if you wish to exercise your voting rights. Computershare must receive the proxy form by no later than 4:30 p.m, Hong Kong time, on June 26, 2024 at 17M Floor, Hopewell Centre,183 Queen’s Road East, Wan Chai, Hong Kong to ensure your representation at the AGM, and Deutsche Bank Trust Company Americas must receive your voting instructions by no later than 10:00 a.m., New York time, on June 18, 2024 to enable the votes attaching to the Class Z Ordinary Shares represented by your ADSs to be cast at the AGM.
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ANNUAL REPORT
You may obtain an electronic copy of the Company’s annual report, free of charge, from the Company’s investor relations website at http://ir.bilibili.com, the Stock Exchange’s website at www.hkexnews.hk or from the SEC’s website at www.sec.gov.
| By order of the Board | ||
| Bilibili Inc. | ||
| Rui Chen | ||
| Chairman |
Hong Kong, April 9, 2024
As at the date of this notice, the board of directors of the Company comprises Mr. Rui CHEN as the chairman, Ms. Ni LI and Mr. Yi XU as directors, Mr. JP GAN, Mr. Eric HE, Mr. Feng LI and Mr. Guoqi DING as independent directors.
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