Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
August 07 2024 - 6:08AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF
FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR
15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2024
Commission File Number: 001-38429
Bilibili Inc.
Building 3,
Guozheng Center, No. 485 Zhengli Road
Yangpu District, Shanghai, 200433
Peoples Republic of China
(Address of principal executive offices)
Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
Explanatory Note
We submitted with The Stock Exchange of Hong Kong Limited a monthly return form dated August 7, 2024 in relation to the movements in our authorized share
capital and issued shares in July 2024, attached as Exhibit 99.1 to this current report on Form 6-K.
Exhibit Index
Exhibit 99.1 Monthly Return with The Stock Exchange of Hong Kong Limited Monthly Return for Equity Issuer and Hong Kong Depositary Receipts
listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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BILIBILI INC. |
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By |
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/s/ Xin Fan |
Name |
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Xin Fan |
Title |
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Chief Financial Officer |
Date: August 7, 2024
Exhibit 99.1
FF301
Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing
Rules on Movements in Securities
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For the month ended: |
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31 July 2024 |
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Status: |
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New Submission |
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To : Hong Kong Exchanges and Clearing Limited |
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Name of Issuer: |
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Bilibili Inc. |
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Date Submitted: |
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07 August 2024 |
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I. Movements in Authorised / Registered Share Capital ☐ Not applicable
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1. Class of shares |
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WVR ordinary shares |
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Type of shares |
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Other type (specify in description) |
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Listed on the Exchange (Note 1) |
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No |
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Stock code (if listed) |
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N/A |
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Description |
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Class Y |
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Add multi-counter stock code |
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☐ Manual input |
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Number of authorised/registered shares |
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Par value |
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Authorised/registered share capital |
Balance at close of preceding month |
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100,000,000 |
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USD |
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0.0001 |
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USD |
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10,000 |
Increase / decrease (-) |
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USD |
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Balance at close of the month |
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100,000,000 |
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USD |
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0.0001 |
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USD |
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10,000 |
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2. Class of shares |
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WVR ordinary shares |
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Type of shares |
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Other type (specify in description) |
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Listed on the Exchange (Note 1) |
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Yes |
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Stock code (if listed) |
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09626 |
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Description |
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Class Z |
Add multi-counter stock code |
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☐ Manual input |
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Number of authorised/registered shares |
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Par value |
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Authorised/registered share capital |
Balance at close of preceding month |
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9,800,000,000 |
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USD |
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0.0001 |
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USD |
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980,000 |
Increase / decrease (-) |
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USD |
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Balance at close of the month |
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9,800,000,000 |
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USD |
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0.0001 |
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USD |
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980,000 |
FF301
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3. Class of shares |
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Other class (specify in description) |
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Type of shares |
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Other type (specify in description) |
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Listed on the Exchange (Note 1) |
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No |
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Stock code (if listed) |
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N/A |
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Description |
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Undesignated |
Add multi-counter stock code |
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☐ Manual input |
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Number of authorised/registered shares |
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Par value |
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Authorised/registered share capital |
Balance at close of preceding month |
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100,000,000 |
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USD |
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0.0001 |
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USD |
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10,000 |
Increase / decrease (-) |
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USD |
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Balance at close of the month |
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100,000,000 |
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USD |
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0.0001 |
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USD |
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10,000 |
Total authorised/registered share capital at the end of the month:
USD 1,000,000
Add remarks
FF301
II. Movements in Issued Shares and/or Treasury Shares
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1. Class of shares |
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WVR ordinary shares |
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Type of shares |
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Other type (specify in description) |
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Listed on the Exchange (Note 1) |
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No |
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Stock code (if listed) |
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N/A |
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Description |
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Class Y |
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Add multi-counter stock code |
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Number of issued shares
(excluding treasury shares) |
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Number of treasury shares |
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Total number of issued shares |
Balance at close of preceding month |
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83,715,114 |
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0 |
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83,715,114 |
Increase / decrease (-) |
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0 |
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0 |
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Balance at close of the month |
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83,715,114 |
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0 |
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83,715,114 |
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2. Class of shares |
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WVR ordinary shares |
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Type of shares |
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Other type (specify in description) |
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Listed on the Exchange (Note 1) |
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Yes |
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Stock code (if listed) |
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09626 |
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Description |
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Class Z |
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Add multi-counter stock code |
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Number of issued shares
(excluding treasury shares) |
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Number of treasury shares |
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Total number of issued shares |
Balance at close of preceding month |
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330,419,917 |
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0 |
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330,419,917 |
Increase / decrease (-) |
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0 |
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0 |
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Balance at close of the month |
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330,419,917 |
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0 |
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330,419,917 |
Add remarks
Remarks:
The balance of Class Z ordinary shares excludes 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 plans.
FF301
III. Details of Movements in Issued Shares and/or Treasury Shares
(A). Share Options (under Share Option Schemes of the Issuer) ☐ Not applicable
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1. Class of shares |
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WVR ordinary shares |
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Type of shares |
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Other type (Please specify) |
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Listed on the Exchange (Note 1) |
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Yes |
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Other type (Please specify) |
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Class Z |
Stock code (if listed) |
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09626 |
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Description |
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Add multi-counter stock code |
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Particulars of share option scheme |
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Number
of share options outstanding at
close of preceding month |
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Movement during the month |
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Number of share
options outstanding at close of the month |
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Number
of new shares issued during the
month pursuant thereto (A1) |
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Number of treasury
shares transferred out of treasury during the month pursuant thereto (A2) |
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Number
of shares which may be issued or transferred out of treasury pursuant thereto as at close of
the month |
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The total number of shares which may be
issued or transferred out of treasury upon exercise of all share options to be granted under the scheme at close of the
month |
1). |
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2018 Share Incentive
Plan - options |
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15,145,713 |
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Cancelled |
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-129,063 |
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15,016,650 |
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0 |
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0 |
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15,016,650 |
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General Meeting approval
date (if applicable) |
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2). |
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Global Share Incentive Plan - options |
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102,500 |
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102,500 |
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0 |
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0 |
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102,500 |
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General Meeting approval
date (if applicable) |
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Increase in issued shares (excluding treasury shares): |
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0 |
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WVR ordinary shares Class Z (AA1) |
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Decrease in treasury shares: |
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0 |
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WVR ordinary shares Class Z (AA2) |
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Total funds raised during the month from exercise of options: |
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USD 0 |
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Add remarks
Remarks:
(1) No further options will be granted under the 2018 Share Incentive Plan (before its amendment and restatement at the annual
general meeting of the Company held on June 28, 2024) or the Global Share Incentive Plan after October 3, 2022 (being the date on which the Companys voluntary conversion of its secondary listing status to primary listing on the Stock Exchange
became effective).
(2) On June 28, 2024, the shareholders of the Company approved the adoption of the Second Amended
and Restated 2018 Share Incentive Plan. Any granted and unexercised options, and any granted and unvested awards under the 2018 Share Incentive Plan prior to the adoption date of the Second Amended and Restated 2018 Share Incentive Plan shall
continue to be valid and exercisable and/or vested in accordance with the terms of the grant and the 2018 Share Incentive Plan. For details, please refer to the Companys circular dated April 9, 2024 and announcement dated June 28, 2024.
(B). Warrants to Issue Shares of the Issuer ☑ Not applicable
Add remarks
FF301
(C). Convertibles (i.e. Convertible into Shares of the Issuer) ☐ Not applicable
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1. Class of shares |
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WVR ordinary shares |
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Type of shares |
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Other type (Please specify) |
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Listed on the Exchange (Note 1) |
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Yes |
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Other type (Please specify) |
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Class Z |
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Stock code (if listed) |
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09626 |
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Description |
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Add multi-counter stock code |
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Description of the Convertibles |
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Currency |
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Amount at close of
preceding month |
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Movement during the month |
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Amount at close of the
month |
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Number of new shares issued during the month pursuant thereto (C1) |
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Number of treasury shares transferred out of treasury during the month pursuant thereto (C2) |
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Number of shares which may be issued or transferred out of treasury pursuant thereto as at close of the
month |
1). |
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April 2026 Notes - US$500 million convertible senior notes |
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USD |
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12,000 |
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12,000 |
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0 |
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0 |
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485 |
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Type of the Convertibles |
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Bond/Notes |
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Stock code of the Convertibles (if listed on the Exchange) (Note 1)
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Subscription/Conversion price |
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USD 24.75 |
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General Meeting approval date (if applicable) |
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2). |
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2027 Notes - US$800 million convertible senior notes |
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USD |
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92,000 |
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92,000 |
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0 |
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0 |
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2,260 |
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Type of the Convertibles |
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Bond/Notes |
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Stock code of the Convertibles (if listed on the Exchange) (Note 1) |
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Subscription/Conversion price |
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USD 40.73 |
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General Meeting approval date (if applicable) |
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3). |
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December 2026 Notes - US$1,600 million convertible senior notes |
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USD |
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432,407,000 |
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432,407,000 |
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0 |
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0 |
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4,601,632 |
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Type of the Convertibles |
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Bond/Notes |
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Stock code of the Convertibles (if listed on the Exchange) (Note 1) |
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Subscription/Conversion price |
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USD 93.97 |
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General Meeting approval date (if applicable) |
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Increase in issued shares (excluding treasury shares): |
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0 |
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WVR ordinary shares Class Z (CC1) |
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Decrease in treasury shares: |
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0 |
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WVR ordinary shares Class Z (CC2) |
FF301
Add remarks
Remarks:
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(1) The April 2026 Notes included a 30-day option exercised by the
initial purchasers to purchase an additional US$70 million principal amount of the April 2026 Notes. (2) The 2027 Notes included a 30-day option exercised
by the initial purchasers to purchase an additional US$100 million principal amount of the 2027 Notes. (3) The December 2026 Notes included a 30-day option
exercised by the initial purchasers to purchase an additional US$200 million principal amount of the December 2026 Notes. |
(D). Any other Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option
Schemes) ☐ Not applicable
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1. Class of shares |
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WVR ordinary shares |
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Type of shares |
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Other type (Please specify) |
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Listed on the Exchange (Note 1) |
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Yes |
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Other type (Please specify) |
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Class Z |
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Stock code (if listed) |
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09626 |
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Description |
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Add multi-counter stock code |
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Description of other agreements or arrangements |
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General Meeting
approval date (if
applicable) |
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Number of new shares issued during the month pursuant thereto (D1) |
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Number of treasury shares transferred out of treasury during the month pursuant thereto (D2) |
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Number of shares which may be issued or transferred out of treasury pursuant thereto as at close of the
month |
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1). |
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2018 Share Incentive Plan - restricted share units |
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0 |
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0 |
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14,843,916 |
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Increase in issued shares (excluding treasury shares): |
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0 |
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WVR ordinary shares Class Z (DD1) |
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Decrease in treasury shares: |
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0 |
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WVR ordinary shares Class Z (DD2) |
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Add remarks
Remarks:
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(1) The amended 2018 Share Incentive Plan (before its amendment and
restatement at the annual general meeting of the Company held on June 28, 2024) became effective on October 3, 2022 (being the date on which the Companys voluntary conversion of its secondary listing status to primary listing on the Stock
Exchange became effective). On June 28, 2024, the shareholders of the Company approved the adoption of the Second Amended and Restated 2018 Share Incentive Plan. Any granted and unexercised options, and any granted and unvested awards under the 2018
Share Incentive Plan prior to the adoption date of the Second Amended and Restated 2018 Share Incentive Plan shall continue to be valid and exercisable and/or vested in accordance with the terms of the grant and the 2018 Share Incentive Plan. For
details, please refer to the Companys circular dated April 9, 2024 and announcement dated June 28, 2024. (2) As of the month ended July 31, 2024,
271,589 restricted share units have been cancelled. |
FF301
(E). Other Movements in Issued Shares and/or Treasury Shares ☑ Not applicable
Add remarks
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Total increase/ decrease (-) in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1): |
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0 |
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WVR ordinary shares Class Z |
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Total increase/ decrease (-) in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1): |
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0 |
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WVR ordinary shares Class Z |
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Total increase/ decrease (-) in treasury shares during the month (i.e. Total of AA2 to EE2): |
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0 |
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WVR ordinary shares Class Z |
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Total increase/ decrease (-) in treasury shares during the month (i.e. Total of AA2 to EE2): |
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0 |
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WVR ordinary shares Class Z |
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Add remarks
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IV. Information about Hong Kong Depositary Receipt (HDR) ☑ Not applicable |
Add remarks
FF301
V. Confirmations ☐ Not applicable
Pursuant to Main Board Rule 13.25C / GEM Rule 17.27C, we hereby confirm to the best knowledge, information and belief that, in relation to each of the
securities issued, or the treasury shares sold or transferred by the issuer during the month as set out in Parts III and IV which has not been previously disclosed in a return published under Main Board Rule 13.25A / GEM Rule 17.27A, it has been
duly authorised by the board of directors of the listed issuer and carried out in compliance with all applicable listing rules, laws and other regulatory requirements and, insofar as applicable:
(Note 4)
(i) |
all money due to the listed issuer in respect of the issue of securities, or sale or transfer of treasury
shares has been received by it; |
(ii) |
all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited 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 5); |
(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 all 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, sale or transfer; |
(vii) |
completion has taken place of the purchase by the issuer of all property shown in the listing document to have
been 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. |
Add remarks
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Submitted by: |
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Xin Fan |
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Title: |
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Joint Company Secretary |
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(Director, Secretary or other Duly Authorised Officer) |
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FF301
Notes
1. |
The Exchange refers to The Stock Exchange of Hong Kong Limited. |
2. |
In the case of repurchase of shares (shares repurchased and cancelled) and redemption of shares (shares
redeemed and cancelled), date of event should be construed as cancellation date. |
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In the case of repurchase of shares (shares held as treasury shares), date of event should be
construed as date on which shares were repurchased and held by the issuer in treasury. |
3. |
The information is required in the case of repurchase of shares (shares repurchased for cancellation but not
yet cancelled) and redemption of shares (shares redeemed but not yet cancelled). Please state the number of shares repurchased or redeemed during the month or in preceding month(s) but pending cancellation as at close of the month as a negative
number. |
4. |
Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are
not applicable to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, or the treasury shares sold or
transferred, no further confirmation is required to be made in this return. |
5. |
Identical means in this context: |
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the securities are of the same nominal value with the same amount called up or paid up; |
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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 |
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they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in
all other respects. |
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