Bilibili Inc. Files 20-F Annual Report for Fiscal Year Ended December 31, 2023

TL;DR

<b>Bilibili Inc. filed its 2023 annual report (20-F), detailing its corporate structure, financial arrangements, and operational aspects.</b>

AI Summary

Bilibili Inc. (BLBLF) filed a Foreign Annual Report (20-F) with the SEC on March 27, 2024. Bilibili Inc. filed its annual report on Form 20-F for the fiscal year ending December 31, 2023. The filing details the company's structure, including wholly foreign-owned enterprises and VIEs. Accrued expenses not deductible until paid under PRC laws are noted, alongside non-deductible advertising expenses. The company established an entity with independent third parties and controlled entities for land use rights in Shanghai. Interest-bearing loans and related expenses for this entity had annual interest rates ranging from 3.3% to 4.15%.

Why It Matters

For investors and stakeholders tracking Bilibili Inc., this filing contains several important signals. The 20-F filing provides a comprehensive overview of Bilibili's legal and operational structure, including its reliance on VIEs and foreign-owned enterprises, which is crucial for understanding its regulatory compliance and business model in China. Details on accrued expenses, non-deductible items, and specific financial arrangements like interest-bearing loans for land acquisition offer insights into the company's cost structure and capital management strategies.

Risk Assessment

Risk Level: medium — Bilibili Inc. shows moderate risk based on this filing. The company operates under a complex VIE structure and in the Chinese market, which carries inherent regulatory and operational risks that are detailed in the filing.

Analyst Insight

Investors should review the detailed breakdown of Bilibili's VIE structure and associated risks to assess the company's long-term stability and compliance.

Key Numbers

• 2023-12-31 — Fiscal Year End (Period covered by the 20-F filing.)
• 2022-12-31 — Prior Year End (Reference point for comparative balances.)
• 3.3% — Minimum Annual Interest Rate (On loans related to the Shanghai land acquisition entity.)
• 4.15% — Maximum Annual Interest Rate (On loans related to the Shanghai land acquisition entity.)

Key Players & Entities

• Bilibili Inc. (company) — Filer of the 20-F report.
• Mr. Rui Chen (person) — Controlled one of the entities involved in acquiring land use rights.
• Ms. Ni Li (person) — Controlled one of the entities involved in acquiring land use rights.
• PRC (jurisdiction) — Laws regarding deductible expenses and company incorporation.
• Hong Kong (jurisdiction) — Country of incorporation for tax-exempt entity.
• Cayman Islands (jurisdiction) — Country of incorporation for tax-exempt entity.

FAQ

Risk Factors

• PRC Laws and Regulations [high — regulatory]: The company's operations are subject to PRC laws, including those affecting deductibility of expenses and the structure of its business entities.
• Accrued and Non-Deductible Expenses [medium — financial]: Certain accrued expenses and advertising costs are not deductible until paid, impacting tax liabilities.
• Interest-Bearing Loans [medium — financial]: Loans related to land acquisition carry interest expenses that affect the company's financial performance.
• App Store Commissions and Licensing Fees [medium — operational]: Revenue is reduced by app store commissions and ongoing licensing fees paid to game developers and content owners.

Key Dates

• 2023-12-31: Fiscal Year End — The reporting period for the Form 20-F.
• 2024-03-27: Filing Date — Date the Form 20-F was submitted to the SEC.

Glossary

VIEs

Variable Interest Entities (Crucial for understanding Bilibili's operational structure and regulatory compliance in China.)

Key Financial Figures

• $0.0001 — Class Z ordinary shares, par value US$0.0001 per share 9626 The Stock Exchange of
• $ — China born between 1985 and 2009; "HK$," "Hong Kong dollars" or "HK dollars" a
• $1 — t were made at a rate of RMB7.0999 to US$1.00, the exchange rate on December 29, 2

Filing Documents

• d646539d20f.htm (20-F) — 4582KB
• d646539dex81.htm (EX-8.1) — 8KB
• d646539dex121.htm (EX-12.1) — 11KB
• d646539dex122.htm (EX-12.2) — 10KB
• d646539dex131.htm (EX-13.1) — 3KB
• d646539dex132.htm (EX-13.2) — 3KB
• d646539dex151.htm (EX-15.1) — 11KB
• d646539dex152.htm (EX-15.2) — 5KB
• d646539dex153.htm (EX-15.3) — 2KB
• d646539dex971.htm (EX-97.1) — 27KB
• g646539g0321205902878.jpg (GRAPHIC) — 40KB
• g646539g0321205903170.jpg (GRAPHIC) — 39KB
• g646539g0321205903334.jpg (GRAPHIC) — 1KB
• g646539g0321205903643.jpg (GRAPHIC) — 8KB
• g646539g0321211634616.jpg (GRAPHIC) — 2KB
• 0001193125-24-078124.txt (&nbsp;) — 17129KB
• bili-20231231.xsd (EX-101.SCH) — 95KB
• bili-20231231_cal.xml (EX-101.CAL) — 92KB
• bili-20231231_def.xml (EX-101.DEF) — 469KB
• bili-20231231_lab.xml (EX-101.LAB) — 752KB
• bili-20231231_pre.xml (EX-101.PRE) — 656KB
• d646539d20f_htm.xml (XML) — 3082KB

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS 4 Part I 5 Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 5 Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE 5 Item 3. KEY INFORMATION 5 Item 4. INFORMATION ON THE COMPANY 76 Item 4A. UNRESOLVED STAFF COMMENTS 123 Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 123 Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 142 Item 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 151 Item 8. FINANCIAL INFORMATION 153 Item 9. THE OFFER AND LISTING 154 Item 10. ADDITIONAL INFORMATION 155 Item 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 171 Item 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 172 Part II 177 Item 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 177 Item 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 177 Item 15.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 177 Item 16A. AUDIT COMMITTEE FINANCIAL EXPERT 178 Item 16B. CODE OF ETHICS 178 Item 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 178 Item 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 178 Item 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 178 Item 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 178 Item 16G. CORPORATE GOVERNANCE 179 Item 16H. MINE SAFETY DISCLOSURE 179 Item 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 179 Item 16J. INSIDER TRADING POLICIES 179 Item 16K. CYBERSECURITY 179 Part III 181 Item 17.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 181 Item 18.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 181 Item 19. EXHIBITS 181

SIGNATURES

SIGNATURES 183 i Table of Contents INTRODUCTION Unless otherwise indicated and except where the context otherwise requires, all discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed herein are due to rounding, and references in this annual report on Form 20-F to: "ADRs" are to the American depositary receipts that evidence the ADSs; "ADSs" are to the American depositary shares, each of which represents one Class Z ordinary share; "average daily time spent per active user on our mobile apps" for a period is calculated by dividing the total time spent on our mobile apps (including smart TV and other smart devices) during the specified period (excluding time spent on Bilibili operating games, Bilibili Comic and Maoer) by the average number of active users per day during such period, further divided by the number of days during the specified period; "average monthly interactions" for a period is calculated by dividing the total number of interactions based on our interaction features such as bullet chats, commentaries, following, favorites, sharing, bilibili moment posts, likes, messaging, coin casting and virtual gifting, during the specified period by the number of months in such period; "Bilibili" are to Bilibili Inc., our holding company incorporated in the Cayman Islands as an exempted company with limited liability; "we," "us," "our company" and "our" are to Bilibili Inc. and its subsidiaries, and, in the context of describing our operations and consolidated financial information, the variable interest entities, or the VIEs, in China and their subsidiaries (which are collectively referred to as the Consolidated Affiliated Entities), including, but not limited to, Shanghai Hode Information Technology Co., Ltd., or Hode Information Technology, Shanghai Kuanyu Digital Technology Co., Ltd., or Shanghai Kuanyu, Shanghai Chaodian Culture Communication Co., Ltd., or Chaodian Culture, and their sub

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This annual report on Form 20-F contains forward-looking statements that reflect our current expectations and views of future events. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigations Reform Act of 1995. You can identify some of these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "is/are likely to," "potential," "continue" or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements relating to: our goals and strategies; our future business development, financial conditions and results of operations; the expected growth of the online entertainment industries in mainland China; our expectations regarding demand for and market acceptance of our products and services; our expectations regarding our relationships with users, content providers, game developers and publishers, advertisers and other partners; competition in our industry; relevant government policies and regulations relating to our industry; the outcome of any current and future litigation or legal or administrative proceedings; and other factors described under "Item 3. Key Information—D. Risk Factors." You should read this annual report and the documents that we refer to in this annual report and have filed as exhibits to this annual report completely and with the understanding that our actual future results may be materiall

View Full Filing

View this 20-F filing on SEC EDGAR