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Exhibit 99.1
FF304
Next Day Disclosure Return
(Equity issuer—changes in issued share capital and/or share buybacks)
| Instrument: | Equity issuer | Status: | New Submission | |||||
| Name of Issuer: | Bilibili Inc. | |||||||
| Date Submitted: | 02 April 2024 | |||||||
Section I must be completed by a listed issuer where there has been a change in its issued share capital which is discloseable pursuant to rule 13.25A of the Main Board Rules (the “Main Board Listing Rules”) / rule 17.27A of the GEM Rules (the “GEM Listing Rules”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”)
| Section I | ||||||||||||
| 1. Class of shares | Other class (specify in description) | Type of shares | Other type (specify in description) | Listed on SEHK (Note 11) | No | |||||||
| Stock code (if listed) | Description | 1.375% Convertible Senior Notes due 2026 (the “April 2026 Notes”) | ||||||||||
|
Issues of shares (Notes 6 and 7) |
No. of shares |
Issued shares as a % of existing number of issued shares before relevant share issue (Notes 4, 6 and 7) |
Issue price per share (Notes 1 and 7) |
Closing market price per share of the immediately preceding business day (Note 5) |
% discount(-)/ premium of issue price to market price (Note 7) | |||||||
| Opening balance as at (Note 2) 29 February 2024 |
17,347,182 | |||||||||||
| 1). Repurchase of shares (or other securities) and cancelled
Repurchase of US$429,331,000 aggregate principal amount of the April 2026 Notes
Date of changes 01 April 2024 |
-17,346,697 | % | % | |||||||||
| Closing balance as at (Note 8) 01 April 2024 |
485 | |||||||||||
| Remarks: | The April 2026 Notes may be converted, at an initial conversion rate of 40.4040 American depositary shares of the Company (each represents one Class Z ordinary share of the Company, the “ADSs”) per US$1,000 principal amount (which represents an initial conversion price of US$24.75 per ADS) at each holder’s option at any time prior to the close of business on the second business day immediately preceding the maturity date of April 1, 2026. As of February 29, 2024, the aggregate principal amount of the outstanding April 2026 Notes was US$429,343,000. The above opening balance represents the number of ADSs that may be converted from the outstanding April 2026 Notes as of February 29, 2024 based on the initial conversion rate. |
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FF304
| On April 1, 2024 (U.S. Eastern Time), the Company repurchased US$429,331,000 principal amount of the April 2026 Notes (which were convertible into 17,346,697 ADSs before the repurchase based on the initial conversion rate) surrendered by the noteholders pursuant to the terms of the April 2026 Notes at the aggregate cash purchase price of US$429,331,000, while there were no actual ADSs repurchased. Please refer to the Company’s overseas regulatory announcements dated February 20, 2024 and April 1, 2024 in respect of the repurchase for the April 2026 Notes for details. |
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FF304
We hereby confirm to the best knowledge, information and belief that, in relation to each issue of securities as set out in Section I, it has been duly authorised by the board of directors of the listed issuer and, insofar as applicable:
(Note 9)
| (i) | all money due to the listed issuer in respect of the issue of securities has been received by it; |
| (ii) | all pre-conditions for the listing imposed by the Main Board Listing Rules / GEM Listing Rules under “Qualifications of listing” have been fulfilled; |
| (iii) | all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled; |
| (iv) | all the securities of each class are in all respects identical (Note 10); |
| (v) | all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with other legal requirements; |
| (vi) | all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue; |
| (vii) | completion has taken place of the purchase by the issuer of all property shown in the listing document to have purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and |
| (viii) | the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies. |
Notes to Section I:
| 1. | Where shares have been issued at more than one issue price per share, a weighted average issue price per share should be given. |
| 2. | Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to Main Board Rule 13.25A / GEM Rule 17.27A or Monthly Return pursuant to Main Board Rule 13.25B / GEM Rule 17.27B, whichever is the later. |
| 3. | Please set out all changes in issued share capital requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of issue. Each category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer’s Monthly Return. For example, multiple issues of shares as a result of multiple exercises of share options under the same share option scheme or of multiple conversions under the same convertible note must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share option schemes or conversions of 2 convertible notes, these must be disclosed as 2 separate categories. |
| 4. | The percentage change in the number of issued shares of listed issuer is to be calculated by reference to the listed issuer’s total number of shares in issue (excluding for such purpose any shares repurchased or redeemed but not yet cancelled) as it was immediately before the earliest relevant event which has not been disclosed in a Monthly Return or Next Day Disclosure Return. |
| 5. | Where trading in the shares of the listed issuer has been suspended, “closing market price per share of the immediately preceding business day” should be construed as “closing market price per share of the business day on which the shares were last traded”. |
| 6. | In the context of a repurchase of shares: |
| • | “issues of shares” should be construed as “repurchases of shares”; and |
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FF304
| • | “issued shares as a % of existing number of shares before relevant share issue” should be construed as “repurchased shares as a % of existing number of shares before relevant share repurchase”. |
| 7. | In the context of a redemption of shares: |
| • | “issues of shares” should be construed as “redemptions of shares”; |
| • | “issued shares as a % of existing number of shares before relevant share issue” should be construed as “redeemed shares as a % of existing number of shares before relevant share redemption”; and |
| • | “issue price per share” should be construed as “redemption price per share”. |
| 8. | The closing balance date is the date of the last relevant event being disclosed. |
| 9. | Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. |
| 10. | “Identical” means in this context: |
| • | the securities are of the same nominal value with the same amount called up or paid up; |
| • | they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and |
| • | they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects. |
| 11. | SEHK refers to Stock Exchange of Hong Kong. |
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FF304
Section II must also be completed by a listed issuer where it has made a repurchase of shares which is discloseable under Main Board Rule 10.06(4)(a) / GEM Rule 13.13(1).
The issuer has Purchase report or additional information for issuer whose primary listing is on the Exchange
| Section II | ||||||||||
| 1. Class of shares | Other class (specify in description) | Type of shares | Other type (specify in description) | Listed on SEHK (Note) | No | |||||
| Stock code (if listed) | Description | The April 2026 Notes | ||||||||
| A. | Purchase report |
| Trading date | Number of securities purchased |
Method of purchase (Note) |
|
Price per share or highest price paid $ |
|
Lowest price paid $ | Total paid $ | |||||||
|
1). 01 April 2024 |
17,346,697 | By general offer | USD | 24.75 | USD | 24.75 | USD 429,331,000 | |||||||
| Total number of securities purchased |
17,346,697 | Total paid $ | USD 429,331,000 | |||||||||||
| B. Additional information for issuer whose primary listing is on the Exchange
1). Number of such securities purchased on the Exchange in the year to date (since ordinary resolution)
2). % of number of shares in issue at time ordinary resolution passed acquired on the Exchange since date of resolution ( (a) x 100 )/ Number of shares in issue |
|
|||||||||||||
|
(a) | ||||||||||||||
| % | ||||||||||||||
Not applicable
Note to Section II: Please state whether on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer.
| Submitted by: |
Xin Fan | |
| (Name) | ||
| Title: |
Joint Company Secretary | |
| (Director, Secretary or other Duly Authorised Officer) | ||
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