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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/27/24 Bilibili Inc. 20-F 12/31/23 128:16M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 20-F Annual or Annual-Transition Report by a Foreign HTML 4.58M
Non-Canadian Issuer
2: EX-8.1 Opinion of Counsel re: Tax Matters HTML 35K
5: EX-13.1 Annual or Quarterly Report to Security Holders HTML 33K
6: EX-13.2 Annual or Quarterly Report to Security Holders HTML 33K
10: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 51K
Awarded Compensation
3: EX-12.1 Statement re: the Computation of Ratios HTML 38K
4: EX-12.2 Statement re: the Computation of Ratios HTML 38K
7: EX-15.1 Letter re: Unaudited Interim Financial Info HTML 37K
8: EX-15.2 Letter re: Unaudited Interim Financial Info HTML 34K
9: EX-15.3 Letter re: Unaudited Interim Financial Info HTML 32K
16: R1 Cover Page HTML 119K
17: R2 Consolidated Balance Sheets HTML 199K
18: R3 Consolidated Balance Sheets (Parenthetical) HTML 59K
19: R4 Consolidated Statements of Operations and HTML 171K
Comprehensive Loss
20: R5 Consolidated Statements of Changes in HTML 141K
Shareholders' Equity
21: R6 Consolidated Statements of Changes in HTML 35K
Shareholders' Equity (Parenthetical)
22: R7 Consolidated Statements of Cash Flows HTML 204K
23: R8 Consolidated Statements of Cash Flows HTML 33K
(Parenthetical)
24: R9 Operations HTML 174K
25: R10 Significant Accounting Policies HTML 180K
26: R11 Concentrations and Risks HTML 54K
27: R12 Prepayments and Other Current Assets HTML 50K
28: R13 Short-term Investments HTML 43K
29: R14 Property and Equipment, Net HTML 47K
30: R15 Intangible Assets, Net HTML 61K
31: R16 Goodwill HTML 42K
32: R17 Long-term Investments, Net HTML 51K
33: R18 Taxation HTML 117K
34: R19 Taxes Payable HTML 44K
35: R20 Short-term Loan and Current Portion of Long-term HTML 63K
Debt
36: R21 Accrued Liabilities and Other Payables HTML 57K
37: R22 Convertible Senior Notes HTML 69K
38: R23 Ordinary Shares HTML 37K
39: R24 Employee Benefits HTML 48K
40: R25 Share-based Compensation HTML 197K
41: R26 Net Loss per Share HTML 52K
42: R27 Commitments and Contingencies HTML 40K
43: R28 Related Party Transactions and Balances HTML 59K
44: R29 Segment Information HTML 41K
45: R30 Fair Value Measurement HTML 41K
46: R31 Restricted Net Assets HTML 37K
47: R32 Parent Company Only Condensed Financial HTML 109K
Information
48: R33 Acquisitions HTML 147K
49: R34 Subsequent Events HTML 37K
50: R35 Significant Accounting Policies (Policies) HTML 255K
51: R36 Operations (Tables) HTML 146K
52: R37 Significant Accounting Policies (Tables) HTML 87K
53: R38 Concentrations and Risks (Tables) HTML 52K
54: R39 Prepayments and Other Current Assets (Tables) HTML 50K
55: R40 Short-term Investments (Tables) HTML 42K
56: R41 Property and Equipment, Net (Tables) HTML 45K
57: R42 Intangible Assets, Net (Tables) HTML 63K
58: R43 Goodwill (Tables) HTML 44K
59: R44 Long-term Investments, Net (Tables) HTML 42K
60: R45 Taxation (Tables) HTML 115K
61: R46 Taxes Payable (Tables) HTML 43K
62: R47 Short-term Loan and Current Portion of Long-term HTML 58K
Debt (Tables)
63: R48 Accrued Liabilities and Other Payables (Tables) HTML 57K
64: R49 Convertible Senior Notes (Tables) HTML 50K
65: R50 Employee Benefits (Tables) HTML 43K
66: R51 Share-based Compensation (Tables) HTML 199K
67: R52 Net Loss per Share (Tables) HTML 48K
68: R53 Related Party Transactions and Balances (Tables) HTML 59K
69: R54 Parent Company Only Condensed Financial HTML 108K
Information (Tables)
70: R55 Acquisitions (Tables) HTML 145K
71: R56 Operations - Initial public offering ("IPO") and HTML 73K
followed offerings (Details)
72: R57 Operations - The Group (Details) HTML 80K
73: R58 Operations - Contractual agreements with major HTML 40K
VIEs (Details)
74: R59 Operations - Combined financial information of the HTML 243K
Group's VIEs and Others (Details)
75: R60 Operations - Liquidity (Details) HTML 88K
76: R61 Significant Accounting Policies - Convenience HTML 56K
Translation, Cash & cash equivalents, restricted
cash and time deposits (Details)
77: R62 Significant Accounting Policies - Movements of the HTML 41K
allowance for expected credit losses (Details)
78: R63 Significant Accounting Policies - Intangible HTML 46K
assets, net (Details)
79: R64 Significant Accounting Policies - Goodwill HTML 36K
(Details)
80: R65 Significant Accounting Policies - Sales & HTML 35K
marketing expenses, Share-based compensation &
Employees benefits & Taxation (Details)
81: R66 Significant Accounting Policies - Leases (Details) HTML 61K
82: R67 Significant Accounting Policies - Schedule of HTML 37K
Lease Cost (Details)
83: R68 Significant Accounting Policies - Revenue HTML 59K
Recognition (Details)
84: R69 Significant Accounting Policies - Statutory HTML 71K
reserves (Details)
85: R70 Significant Accounting Policies - Segment HTML 35K
reporting (Details)
86: R71 Concentrations and Risks (Details) HTML 72K
87: R72 Prepayments and Other Current Assets (Details) HTML 60K
88: R73 Short-term Investments (Details) HTML 49K
89: R74 Property and Equipment, Net (Details) HTML 54K
90: R75 Intangible Assets, Net (Details) HTML 59K
91: R76 Intangible Assets, Net - Intangible assets HTML 49K
amortization expense for future years (Details)
92: R77 Goodwill (Details) HTML 43K
93: R78 Long-term Investments, Net - Summary of Equity HTML 43K
Method Investments (Details)
94: R79 Long-term Investments, Net (Details) HTML 52K
95: R80 Taxation - Composition of income tax (Details) HTML 45K
96: R81 Taxation - Income taxes (Details) HTML 91K
97: R82 Taxation - Sales tax (Details) HTML 43K
98: R83 Taxation - Deferred tax assets and liabilities HTML 62K
(Details)
99: R84 Taxation - Withholding income tax on dividends HTML 39K
(Details)
100: R85 Taxes Payable (Details) HTML 46K
101: R86 Short-term Loan and Current Portion of Long-term HTML 74K
Debt (Details)
102: R87 Accrued Liabilities and Other Payables (Details) HTML 58K
103: R88 Convertible Senior Notes (Details) HTML 155K
104: R89 Convertible Senior Notes - Summary of the HTML 65K
Company's Unsecured Senior Notes (Details)
105: R90 Ordinary Shares (Details) HTML 75K
106: R91 Employee Benefits (Details) HTML 39K
107: R92 Share-based Compensation - Description of share HTML 74K
option plans (Details)
108: R93 Share-based Compensation - Service-based RSUs HTML 63K
activities (Details)
109: R94 Share-based Compensation - Valuation assumptions HTML 55K
(Details)
110: R95 Share-based Compensation - Valuation assumptions HTML 45K
(Parenthetical) (Details)
111: R96 Share-based Compensation - Share options HTML 93K
activities (Details)
112: R97 Net Loss per Share (Details) HTML 95K
113: R98 Related Party Transactions and Balances (Details) HTML 85K
114: R99 Segment Information (Details) HTML 35K
115: R100 Fair Value Measurement (Details) HTML 35K
116: R101 Restricted Net Assets (Details) HTML 39K
117: R102 Parent Company Only Condensed Financial HTML 101K
Information - Condensed balance sheets (Details)
118: R103 Parent Company Only Condensed Financial HTML 58K
Information - Condensed statements of
comprehensive loss (Details)
119: R104 Parent Company Only Condensed Financial HTML 72K
Information - Condensed statements of cash flows
(Details)
120: R105 Parent Company Only Condensed Financial HTML 38K
Information - Condensed statements of cash flows
(Parentheticals) (Details)
121: R106 Acquisitions (Narrative) (Details) HTML 51K
122: R107 Acquisitions (Details) HTML 132K
123: R108 Subsequent Events (Details) HTML 49K
125: XML IDEA XML File -- Filing Summary XML 233K
128: XML XBRL Instance -- d646539d20f_htm XML 3.91M
124: EXCEL IDEA Workbook of Financial Report Info XLSX 265K
12: EX-101.CAL XBRL Calculations -- bili-20231231_cal XML 262K
13: EX-101.DEF XBRL Definitions -- bili-20231231_def XML 1.16M
14: EX-101.LAB XBRL Labels -- bili-20231231_lab XML 1.89M
15: EX-101.PRE XBRL Presentations -- bili-20231231_pre XML 1.56M
11: EX-101.SCH XBRL Schema -- bili-20231231 XSD 298K
126: JSON XBRL Instance as JSON Data -- MetaLinks 699± 1.05M
127: ZIP XBRL Zipped Folder -- 0001193125-24-078124-xbrl Zip 886K
| EX-97.1 |
Exhibit 97.1
BILIBILI INC.
CLAWBACK POLICY
The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Bilibili Inc. (the “Company”) believes that it is appropriate for the Company to adopt this Clawback Policy (the “Policy”) to be applied to the Executive Officers of the Company and adopts this Policy to be effective as of the Effective Date.
| 1. | Definitions |
For purposes of this Policy, the following definitions shall apply:
| a) | “Group” means the Company and each of its subsidiaries or consolidated affiliated entities, as applicable. |
| b) | “Covered Compensation” means any Incentive-Based Compensation granted, vested or paid to a person who served as an Executive Officer at any time during the performance period for the Incentive-Based Compensation and that was Received (i) on or after October 2, 2023 (the effective date of the Nasdaq listing standards), (ii) after the person became an Executive Officer and (iii) at a time that the Company had a class of securities listed on a national securities exchange or a national securities association such as Nasdaq. |
| c) | “Effective Date” means November 29, 2023. |
| d) | “Erroneously Awarded Compensation” means the amount of Covered Compensation granted, vested or paid to a person during the fiscal period when the applicable Financial Reporting Measure relating to such Covered Compensation was attained that exceeds the amount of Covered Compensation that otherwise would have been granted, vested or paid to the person had such amount been determined based on the applicable Restatement, computed without regard to any taxes paid (i.e., on a pre-tax basis). For Covered Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in a Restatement, the Committee will determine the amount of such Covered Compensation that constitutes Erroneously Awarded Compensation, if any, based on a reasonable estimate of the effect of the Restatement on the stock price or total shareholder return upon which the Covered Compensation was granted, vested or paid and the Committee shall maintain documentation of such determination and provide such documentation to Nasdaq. |
| e) | “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended. |
| f) | “Executive Officer” means the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person (whether or not an officer or employee of the Company) who performs similar policy-making functions for the Company. “Policy-making function” does not include policy-making functions that are not significant. Both current and former Executive Officers are subject to the Policy in accordance with its terms. |
| g) | “Financial Reporting Measure” means (i) any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures and may consist of IFRS/U.S. GAAP or non-IFRS/non-U.S. GAAP financial measures (as defined under Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Exchange Act), (ii) stock price or (iii) total shareholder return. Financial Reporting Measures need not be presented within the Company’s financial statements or included in a filing with the SEC. |
| h) | “Home Country” means the Company’s jurisdiction of incorporation, i.e., the Cayman Islands. |
| i) | “Incentive-Based Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure. |
| j) | “Lookback Period” means the three completed fiscal years (plus any transition period of less than nine months that is within or immediately following the three completed fiscal years and that results from a change in the Company’s fiscal year) immediately preceding the date on which the Company is required to prepare a Restatement for a given reporting period, with such date being the earlier of: (i) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement, or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare a Restatement. Recovery of any Erroneously Awarded Compensation under the Policy is not dependent on whether or when the Restatement is actually filed. |
| k) | “Nasdaq” means the Nasdaq Stock Market. |
| l) | “Received”: Incentive-Based Compensation is deemed “Received” in the Company’s fiscal period during which the Financial Reporting Measure specified in or otherwise relating to the Incentive-Based Compensation award is attained, even if the grant, vesting or payment of the Incentive-Based Compensation occurs after the end of that period. |
| m) | “Restatement” means a required accounting restatement of any Company financial statement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including (i) to correct an error in previously issued financial statements that is material to the previously issued financial statements (commonly referred to as a “Big R” restatement) or (ii) to correct an error in previously issued financial statements that is not material to the previously issued financial statements but that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (commonly referred to as a “little r” restatement). Changes to the Company’s financial statements that do not represent error corrections under the then-current relevant accounting standards will not constitute Restatements. Recovery of any Erroneously Awarded Compensation under the Policy is not dependent on fraud or misconduct by any person in connection with the Restatement. |
| n) | “SEC” means the U.S. Securities and Exchange Commission. |
| 2. | Recovery of Erroneously Awarded Compensation |
In the event of a Restatement, any Erroneously Awarded Compensation Received during the Lookback Period prior to the Restatement (a) that is then-outstanding but has not yet been paid shall be automatically and immediately forfeited and (b) that has been paid to any person shall be subject to reasonably prompt repayment to the Group in accordance with Section 3 of this Policy. The Committee must pursue (and shall not have the discretion to waive) the forfeiture and/or repayment of such Erroneously Awarded Compensation in accordance with Section 3 of this Policy, except as provided below.
Notwithstanding the foregoing, the Committee (or, if the Committee is not a committee of the Board responsible for the Company’s executive compensation decisions and composed entirely of independent directors, a majority of the independent directors serving on the Board) may determine not to pursue the forfeiture and/or recovery of Erroneously Awarded Compensation from any person if the Committee determines that such forfeiture and/or recovery would be impracticable due to any of the following circumstances: (i) the direct expense paid to a third party (for example, reasonable legal expenses and consulting fees) to assist in enforcing the Policy would exceed the amount to be recovered, including the costs that could be incurred if pursuing such recovery would violate local laws other than the Company’s Home Country laws (following reasonable attempts by the Group to recover such Erroneously Awarded Compensation, the documentation of such attempts, and the provision of such documentation to Nasdaq), (ii) pursuing such recovery would violate the Company’s Home Country laws adopted prior to November 28, 2022 (provided that the Company obtains an opinion of Home Country counsel acceptable to Nasdaq that recovery would result in such a violation and provides such opinion to Nasdaq), or (iii) recovery would likely cause any otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of Group, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
| 3. | Means of Repayment |
In the event that the Committee determines that any person shall repay any Erroneously Awarded Compensation, the Committee shall provide written notice to such person by email or certified mail to the physical address on file with the Group for such person, and the person shall satisfy such repayment in a manner and on such terms as required by the Committee, and the Group shall be entitled to set off the repayment amount against any amount owed to the person by the Group, to require the forfeiture of any award granted by the Group to the person, or to take any and all necessary actions to reasonably promptly recover the repayment amount from the person, in each case, to the fullest extent permitted under applicable law, including without limitation, Section 409A of the U.S. Internal Revenue Code and the regulations and guidance thereunder. If the Committee does not specify a repayment timing in the written notice described above, the applicable person shall be required to repay the Erroneously Awarded Compensation to the Group by wire, cash, cashier’s check or other means as agreed by the Committee no later than thirty (30) days after receipt of such notice.
| 4. | No Indemnification |
No person shall be indemnified, insured or reimbursed by the Group in respect of any loss of compensation by such person in accordance with this Policy, nor shall any person receive any advancement of expenses for disputes related to any loss of compensation by such person in accordance with this Policy, and no person shall be paid or reimbursed by the Group for any premiums paid by such person for any third-party insurance policy covering potential recovery obligations under this Policy. For this purpose, “indemnification” includes any modification to current compensation arrangements or other means that would amount to de facto indemnification (for example, providing the person a new cash award which would be cancelled to effect the recovery of any Erroneously Awarded Compensation). In no event shall the Group be required to award any person an additional payment if any Restatement would result in a higher incentive compensation payment.
| 5. | Miscellaneous |
This Policy generally will be administered and interpreted by the Committee, provided that the Board may, from time to time, exercise discretion to administer and interpret this Policy, in which case, all references herein to “Committee” shall be deemed to refer to the Board. Any determination by the Committee with respect to this Policy shall be final, conclusive and binding on all interested parties. Any discretionary determinations of the Committee under this Policy, if any, need not be uniform with respect to all persons, and may be made selectively amongst persons, whether or not such persons are similarly situated.
This Policy is intended to satisfy the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as it may be amended from time to time, and any related rules or regulations promulgated by the SEC or Nasdaq, including any additional or new requirements that become effective after the Effective Date which upon effectiveness shall be deemed to automatically amend this Policy to the extent necessary to comply with such additional or new requirements.
The provisions in this Policy are intended to be applied to the fullest extent of the law. To the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to applicable law. The invalidity or unenforceability of any provision of this Policy shall not affect the validity or enforceability of any other provision of this Policy. Recovery of Erroneously Awarded Compensation under this Policy is not dependent upon the Group satisfying any conditions in this Policy, including any requirements to provide applicable documentation to Nasdaq.
The rights of the Group under this Policy to seek forfeiture or reimbursement are in addition to, and not in lieu of, any rights of recovery, or remedies or rights other than recovery, that may be available to the Group pursuant to the terms of any law, government regulation or stock exchange listing requirement or any other policy, code of conduct, employee handbook, employment agreement, equity award agreement, or other plan or agreement of the Group.
| 6. | Amendment and Termination |
To the extent permitted by, and in a manner consistent with applicable law, including SEC and Nasdaq rules, the Committee may terminate, suspend or amend this Policy at any time in its discretion.
| 7. | Successors |
This Policy shall be binding and enforceable against all persons and their respective beneficiaries, heirs, executors, administrators or other legal representatives with respect to any Covered Compensation granted, vested or paid to or administered by such persons or entities.
| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/27/24 | |||
| For Period end: | 12/31/23 | |||
| 11/29/23 | 6-K | |||
| 10/2/23 | ||||
| 11/28/22 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/27/23 Bilibili Inc. 20-F 12/31/22 127:16M Donnelley … Solutions/FA 9/29/22 Bilibili Inc. 6-K 9/29/22 3:731K Donnelley … Solutions/FA 4/25/22 Bilibili Inc. 20-F 12/31/21 128:18M Donnelley … Solutions/FA 3/23/21 Bilibili Inc. 6-K 3/23/21 4:609K Donnelley … Solutions/FA 3/05/21 Bilibili Inc. 20-F 12/31/20 132:17M Donnelley … Solutions/FA 3/27/20 Bilibili Inc. 20-F 12/31/19 124:20M Donnelley … Solutions/FA 3/29/19 Bilibili Inc. 20-F 12/31/18 10:3.9M Toppan Merrill/FA 7/18/18 Bilibili Inc. S-8 7/18/18 4:590K Toppan Merrill/FA 3/16/18 Bilibili Inc. F-1/A 5:8.3M Toppan Merrill-FA 3/02/18 Bilibili Inc. F-1 27:11M Toppan Merrill-FA |