Statement of Ownership (sc 13g)
October 12 2018 - 6:06AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
Bilibili Inc.
|
(Name of Issuer)
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|
Class Z ordinary shares, par value US$0.0001 per share
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(Title of Class of Securities)
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G10970112*
090040106**
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(CUSIP Number)
|
|
October 3, 2018
|
(Date of Event which Requires Filing of this Statement)
|
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
The information required in the remainder
of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
* CUSIP number G10970112 has been assigned
to the Class Z ordinary shares of the Issuer, par value US$0.0001 per share.
**CUSIP number 090040106 has been assigned
to the American Depositary Shares (“ADSs”) of the Issuer, which are listed on Nasdaq Global Select Market under the
symbol "BILI." Each ADS represents one Class Z ordinary share, par value US$0.0001 per share.
CUSIP No. G10970112
|
|
|
1.
|
Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only).
Profound
Surplus Limited
|
|
|
2.
|
Check the Appropriate Box if a Member of a
Group (See Instructions)
(a)
¨
(b)
¨
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|
|
3.
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SEC Use Only
|
|
|
4.
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Citizenship or Place of Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power 8,464,373
(1)
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|
|
6.
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Shared Voting Power -0-
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7.
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Sole Dispositive Power 8,464,373
(1)
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8.
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Shared Dispositive Power -0-
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person 8,464,373
(1)
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|
|
10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
|
11.
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Percent of Class Represented by Amount in Row (9) 3.9%
(2)
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12.
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Type of Reporting Person (See Instructions)
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CO
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|
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(1)
|
representing 8,464,373 Class Z ordinary shares held by Profound Surplus Limited, 966,346 Class
Z ordinary shares of which will be transferred to Boyu Capital Opportunities Master Fund pursuant to certain share purchase agreement
dated October 10, 2018 by and between Profound Surplus Limited and Boyu Capital Opportunities Master Fund.
|
|
(2)
|
Percent of class is calculated based on an aggregate of 218,181,421 Class Z ordinary shares, being
the sum of 193,117,970 Class Z ordinary shares outstanding after the initial public offering of the Issuer as disclosed on Form
424B4 filed by the Issuer on March 28, 2018 and 25,063,451 Class Z ordinary shares to be issued to Tencent Holdings Limited as
disclosed on Form 6-K furnished by the Issuer on October 3, 2018. Beneficial ownership of the Reporting Person as a percentage
of all outstanding shares of the Issuer amounts to 2.8%, which is calculated based on an aggregate of 303,546,235 outstanding shares,
being the sum of 85,364,814 Class Y ordinary shares and 193,117,970 Class Z ordinary shares outstanding after the initial public
offering of the Issuer as disclosed on Form 424B4 filed by the Issuer on March 28, 2018 and 25,063,451 Class Z ordinary shares
to be issued to Tencent Holdings Limited as disclosed on Form 6-K furnished by the Issuer on October 3, 2018.
|
CUSIP No. G10970112
|
|
|
1.
|
Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only).
Boyu
Capital Fund III, L.P.
|
|
|
2.
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
¨
(b)
¨
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|
|
3.
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SEC Use Only
|
|
|
4.
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Citizenship or Place of Organization
Cayman Islands
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power 8,464,373
(1)
|
|
|
6.
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Shared Voting Power -0-
|
|
|
7.
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Sole Dispositive Power 8,464,373
(1)
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|
|
8.
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Shared Dispositive Power -0-
|
9.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person 8,464,373
(1)
|
|
|
10.
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
|
|
|
11.
|
Percent of Class Represented by Amount
in Row (9) 3.9%
(2)
|
|
|
12.
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Type of Reporting Person (See Instructions)
|
|
|
|
PN
|
|
|
|
(1)
|
representing 8,464,373 Class Z ordinary shares held by Profound Surplus Limited, 966,346 Class
Z ordinary shares of which will be transferred to Boyu Capital Opportunities Master Fund pursuant to certain share purchase agreement
dated October 10, 2018 by and between Profound Surplus Limited and Boyu Capital Opportunities Master Fund.
|
|
(2)
|
Percent of class is calculated based on an aggregate of 218,181,421 Class Z ordinary shares, being
the sum of 193,117,970 Class Z ordinary shares outstanding after the initial public offering of the Issuer as disclosed on Form
424B4 filed by the Issuer on March 28, 2018 and 25,063,451 Class Z ordinary shares to be issued to Tencent Holdings Limited as
disclosed on Form 6-K furnished by the Issuer on October 3, 2018. Beneficial ownership of the Reporting Person as a percentage
of all outstanding shares of the Issuer amounts to 2.8%, which is calculated based on an aggregate of 303,546,235 outstanding shares,
being the sum of 85,364,814 Class Y ordinary shares and 193,117,970 Class Z ordinary shares outstanding after the initial public
offering of the Issuer as disclosed on Form 424B4 filed by the Issuer on March 28, 2018 and 25,063,451 Class Z ordinary shares
to be issued to Tencent Holdings Limited as disclosed on Form 6-K furnished by the Issuer on October 3, 2018.
|
CUSIP No. G10970112
|
|
|
1.
|
Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only).
Boyu
Capital General Partner III, L.P.
|
|
|
2.
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
¨
(b)
¨
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of Organization
Cayman Islands
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power 8,464,373
(1)
|
|
|
6.
|
Shared Voting Power -0-
|
|
|
7.
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Sole Dispositive Power 8,464,373
(1)
|
|
|
8.
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Shared Dispositive Power -0-
|
9.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person 8,464,373
(1)
|
|
|
10.
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
|
|
|
11.
|
Percent of Class Represented by Amount
in Row (9) 3.9%
(2)
|
|
|
12.
|
Type of Reporting Person (See Instructions)
|
|
|
|
PN
|
|
|
|
(1)
|
representing 8,464,373 Class Z ordinary shares held by Profound Surplus Limited, 966,346 Class
Z ordinary shares of which will be transferred to Boyu Capital Opportunities Master Fund pursuant to certain share purchase agreement
dated October 10, 2018 by and between Profound Surplus Limited and Boyu Capital Opportunities Master Fund.
|
|
(2)
|
Percent of class is calculated based on an aggregate of 218,181,421 Class Z ordinary shares, being
the sum of 193,117,970 Class Z ordinary shares outstanding after the initial public offering of the Issuer as disclosed on Form
424B4 filed by the Issuer on March 28, 2018 and 25,063,451 Class Z ordinary shares to be issued to Tencent Holdings Limited as
disclosed on Form 6-K furnished by the Issuer on October 3, 2018. Beneficial ownership of the Reporting Person as a percentage
of all outstanding shares of the Issuer amounts to 2.8%, which is calculated based on an aggregate of 303,546,235 outstanding shares,
being the sum of 85,364,814 Class Y ordinary shares and 193,117,970 Class Z ordinary shares outstanding after the initial public
offering of the Issuer as disclosed on Form 424B4 filed by the Issuer on March 28, 2018 and 25,063,451 Class Z ordinary shares
to be issued to Tencent Holdings Limited as disclosed on Form 6-K furnished by the Issuer on October 3, 2018.
|
CUSIP No. G10970112
|
|
|
1.
|
Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only).
Boyu
Capital General Partner III, Ltd.
|
|
|
2.
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
¨
(b)
¨
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of Organization
Cayman Islands
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power 8,464,373
(1)
|
|
|
6.
|
Shared Voting Power -0-
|
|
|
7.
|
Sole Dispositive Power 8,464,373
(1)
|
|
|
8.
|
Shared Dispositive Power -0-
|
9.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person 8,464,373
(1)
|
|
|
10.
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
|
|
|
11.
|
Percent of Class Represented by Amount
in Row (9) 3.9%
(2)
|
|
|
12.
|
Type of Reporting Person (See Instructions)
|
|
|
|
CO
|
|
|
|
(1)
|
representing 8,464,373 Class Z ordinary shares held by Profound Surplus Limited, 966,346 Class
Z ordinary shares of which will be transferred to Boyu Capital Opportunities Master Fund pursuant to certain share purchase agreement
dated October 10, 2018 by and between Profound Surplus Limited and Boyu Capital Opportunities Master Fund.
|
|
(2)
|
Percent of class is calculated based on an aggregate of 218,181,421 Class Z ordinary shares, being
the sum of 193,117,970 Class Z ordinary shares outstanding after the initial public offering of the Issuer as disclosed on Form
424B4 filed by the Issuer on March 28, 2018 and 25,063,451 Class Z ordinary shares to be issued to Tencent Holdings Limited as
disclosed on Form 6-K furnished by the Issuer on October 3, 2018. Beneficial ownership of the Reporting Person as a percentage
of all outstanding shares of the Issuer amounts to 2.8%, which is calculated based on an aggregate of 303,546,235 outstanding shares,
being the sum of 85,364,814 Class Y ordinary shares and 193,117,970 Class Z ordinary shares outstanding after the initial public
offering of the Issuer as disclosed on Form 424B4 filed by the Issuer on March 28, 2018 and 25,063,451 Class Z ordinary shares
to be issued to Tencent Holdings Limited as disclosed on Form 6-K furnished by the Issuer on October 3, 2018.
|
CUSIP No. G10970112
; 090040106
|
|
|
1.
|
Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only).
Boyu
Capital Opportunities Master Fund
|
|
|
2.
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
¨
(b)
¨
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of Organization
Cayman Islands
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power 6,518,953
(1)
|
|
|
6.
|
Shared Voting Power -0-
|
|
|
7.
|
Sole Dispositive Power 6,518,953
(1)
|
|
|
8.
|
Shared Dispositive Power -0-
|
9.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person 6,518,953
(1)
|
|
|
10.
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
|
|
|
11.
|
Percent of Class Represented by Amount
in Row (9) 3.0%
(2)
|
|
|
12.
|
Type of Reporting Person (See Instructions)
|
|
|
|
CO
|
|
|
|
(1)
|
consists of 5,552,607 ADSs held by Boyu Capital Opportunities Master Fund and 966,346 Class Z ordinary
shares to be transferred to Boyu Capital Opportunities Master Fund pursuant to certain share purchase agreement dated October 10,
2018 by and between Profound Surplus Limited and Boyu Capital Opportunities Master Fund.
|
|
(2)
|
Percent of class is calculated based on an aggregate of 218,181,421 Class Z ordinary shares, being
the sum of 193,117,970 Class Z ordinary shares outstanding after the initial public offering of the Issuer as disclosed on Form
424B4 filed by the Issuer on March 28, 2018 and 25,063,451 Class Z ordinary shares to be issued to Tencent Holdings Limited as
disclosed on Form 6-K furnished by the Issuer on October 3, 2018. Beneficial ownership of the Reporting Person as a percentage
of all outstanding shares of the Issuer amounts to 2.1%, which is calculated based on an aggregate of 303,546,235 outstanding shares,
being the sum of 85,364,814 Class Y ordinary shares and 193,117,970 Class Z ordinary shares outstanding after the initial public
offering of the Issuer as disclosed on Form 424B4 filed by the Issuer on March 28, 2018 and 25,063,451 Class Z ordinary shares
to be issued to Tencent Holdings Limited as disclosed on Form 6-K furnished by the Issuer on October 3, 2018.
|
CUSIP No. G10970112
; 090040106
|
|
|
1.
|
Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only).
Boyu
Capital Investment Management Ltd.
|
|
|
2.
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
¨
(b)
¨
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of Organization
Cayman Islands
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power 6,518,953
(1)
|
|
|
6.
|
Shared Voting Power -0-
|
|
|
7.
|
Sole Dispositive Power 6,518,953
(1)
|
|
|
8.
|
Shared Dispositive Power -0-
|
9.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person 6,518,953
(1)
|
|
|
10.
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
|
|
|
11.
|
Percent of Class Represented by Amount
in Row (9) 3.0%
(2)
|
|
|
12.
|
Type of Reporting Person (See Instructions)
|
|
|
|
CO
|
|
|
|
(1)
|
consists of 5,552,607 ADSs held by Boyu Capital Opportunities Master Fund and 966,346 Class Z ordinary
shares to be transferred to Boyu Capital Opportunities Master Fund pursuant to certain share purchase agreement dated October 10,
2018 by and between Profound Surplus Limited and Boyu Capital Opportunities Master Fund.
|
|
(2)
|
Percent of class is calculated based on an aggregate of 218,181,421 Class Z ordinary shares, being
the sum of 193,117,970 Class Z ordinary shares outstanding after the initial public offering of the Issuer as disclosed on Form
424B4 filed by the Issuer on March 28, 2018 and 25,063,451 Class Z ordinary shares to be issued to Tencent Holdings Limited as
disclosed on Form 6-K furnished by the Issuer on October 3, 2018. Beneficial ownership of the Reporting Person as a percentage
of all outstanding shares of the Issuer amounts to 2.1%, which is calculated based on an aggregate of 303,546,235 outstanding shares,
being the sum of 85,364,814 Class Y ordinary shares and 193,117,970 Class Z ordinary shares outstanding after the initial public
offering of the Issuer as disclosed on Form 424B4 filed by the Issuer on March 28, 2018 and 25,063,451 Class Z ordinary shares
to be issued to Tencent Holdings Limited as disclosed on Form 6-K furnished by the Issuer on October 3, 2018.
|
CUSIP No. G10970112
; 090040106
|
|
|
1.
|
Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only).
Boyu
Capital Group Holdings Ltd.
|
|
|
2.
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
¨
(b)
¨
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of Organization
Cayman Islands
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power 14,016,980
(1)
|
|
|
6.
|
Shared Voting Power -0-
|
|
|
7.
|
Sole Dispositive Power 14,016,980
(1)
|
|
|
8.
|
Shared Dispositive Power -0-
|
9.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person 14,016,980
(1)
|
|
|
10.
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
|
|
|
11.
|
Percent of Class Represented by Amount
in Row (9) 6.4%
(2)
|
|
|
12.
|
Type of Reporting Person (See Instructions)
|
|
|
|
CO
|
|
|
|
(1)
|
consists of (i) 8,464,373 Class Z ordinary shares held by Profound Surplus Limited, and (ii) 5,552,607
ADSs held by Boyu Capital Opportunities Master Fund.
|
|
(2)
|
Percent of class is calculated based on an aggregate of 218,181,421 Class Z ordinary shares, being
the sum of 193,117,970 Class Z ordinary shares outstanding after the initial public offering of the Issuer as disclosed on Form
424B4 filed by the Issuer on March 28, 2018 and 25,063,451 Class Z ordinary shares to be issued to Tencent Holdings Limited as
disclosed on Form 6-K furnished by the Issuer on October 3, 2018. Beneficial ownership of the Reporting Person as a percentage
of all outstanding shares of the Issuer amounts to 4.6%, which is calculated based on an aggregate of 303,546,235 outstanding shares,
being the sum of 85,364,814 Class Y ordinary shares and 193,117,970 Class Z ordinary shares outstanding after the initial public
offering of the Issuer as disclosed on Form 424B4 filed by the Issuer on March 28, 2018 and 25,063,451 Class Z ordinary shares
to be issued to Tencent Holdings Limited as disclosed on Form 6-K furnished by the Issuer on October 3, 2018.
|
CUSIP No. G10970112
; 090040106
|
|
|
1.
|
Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only).
XYXY
Holdings Ltd.
|
|
|
2.
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
¨
(b)
¨
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of Organization
British Virgin Islands
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power 14,016,980
(1)
|
|
|
6.
|
Shared Voting Power -0-
|
|
|
7.
|
Sole Dispositive Power 14,016,980
(1)
|
|
|
8.
|
Shared Dispositive Power -0-
|
9.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person 14,016,980
(1)
|
|
|
10.
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
|
|
|
11.
|
Percent of Class Represented by Amount
in Row (9)
6.4%
(2)
|
|
|
12.
|
Type of Reporting Person (See Instructions)
|
|
|
|
CO
|
|
|
|
(1)
|
consists of (i) 8,464,373 Class Z ordinary shares held by Profound Surplus Limited, and (ii) 5,552,607
ADSs held by Boyu Capital Opportunities Master Fund.
|
|
(2)
|
Percent of class is calculated based on an aggregate of 218,181,421 Class Z ordinary shares, being
the sum of 193,117,970 Class Z ordinary shares outstanding after the initial public offering of the Issuer as disclosed on Form
424B4 filed by the Issuer on March 28, 2018 and 25,063,451 Class Z ordinary shares to be issued to Tencent Holdings Limited as
disclosed on Form 6-K furnished by the Issuer on October 3, 2018. Beneficial ownership of the Reporting Person as a percentage
of all outstanding shares of the Issuer amounts to 4.6%, which is calculated based on an aggregate of 303,546,235 outstanding shares,
being the sum of 85,364,814 Class Y ordinary shares and 193,117,970 Class Z ordinary shares outstanding after the initial public
offering of the Issuer as disclosed on Form 424B4 filed by the Issuer on March 28, 2018 and 25,063,451 Class Z ordinary shares
to be issued to Tencent Holdings Limited as disclosed on Form 6-K furnished by the Issuer on October 3, 2018.
|
CUSIP No. G10970112
; 090040106
|
|
|
1.
|
Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only).
Xiaomeng
Tong
|
|
|
2.
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
¨
(b)
¨
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of Organization
Hong Kong
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power 14,016,980
(1)
|
|
|
6.
|
Shared Voting Power -0-
|
|
|
7.
|
Sole Dispositive Power 14,016,980
(1)
|
|
|
8.
|
Shared Dispositive Power -0-
|
9.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person 14,016,980
(1)
|
|
|
10.
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
|
|
|
11.
|
Percent of Class Represented by Amount
in Row (9)
6.4%
(2)
|
|
|
12.
|
Type of Reporting Person (See Instructions)
|
|
|
|
IN
|
|
|
|
(1)
|
consists of (i) 8,464,373 Class Z ordinary shares held by Profound Surplus Limited, and (ii) 5,552,607
ADSs held by Boyu Capital Opportunities Master Fund.
|
|
(2)
|
Percent of class is calculated based on an aggregate of 218,181,421
Class Z ordinary shares, being the sum of 193,117,970 Class Z ordinary shares outstanding after the initial public offering of
the Issuer as disclosed on Form 424B4 filed by the Issuer on March 28, 2018 and 25,063,451 Class Z ordinary shares to be issued
to Tencent Holdings Limited as disclosed on Form 6-K furnished by the Issuer on October 3, 2018. Beneficial ownership of the Reporting
Person as a percentage of all outstanding shares of the Issuer amounts to 4.6%, which is calculated based on an aggregate of 303,546,235
outstanding shares, being the sum of 85,364,814 Class Y ordinary shares and 193,117,970 Class Z ordinary shares outstanding after
the initial public offering of the Issuer as disclosed on Form 424B4 filed by the Issuer on March 28, 2018 and 25,063,451 Class
Z ordinary shares to be issued to Tencent Holdings Limited as disclosed on Form 6-K furnished by the Issuer on October 3, 2018
|
Item 1.
Bilibili
Inc. (“Issuer”)
|
(b)
|
Address of Issuer’s Principal Executive Offices
|
Building 3, Guozheng
Center, No. 485 Zhengli Road, Yangpu District, Shanghai, 200433, People’s Republic of China
Item 2.
|
(a)
|
Name of Person Filing
|
|
1.
|
Profound Surplus Limited
|
|
2.
|
Boyu Capital Fund III, L.P.
|
|
3.
|
Boyu Capital General Partner III, L.P.
|
|
4.
|
Boyu Capital General Partner III, Ltd.
|
|
5.
|
Boyu Capital Opportunities Master Fund
|
|
6.
|
Boyu Capital Investment Management Ltd.
|
|
7.
|
Boyu Capital Group Holdings Ltd.
|
The above
persons have agreed to jointly file this statement pursuant to Rule 13d-1(k). A copy of such agreement is attached as an exhibit
to this statement.
Profound Surplus Limited is an exempted company incorporated
under the laws of the Cayman Islands. Boyu Capital Fund III, L.P., a limited partnership organized under the laws of the Cayman
Islands, holds 100% of the outstanding shares of Profound Surplus Limited. Boyu Capital General Partner III, L.P., a limited partnership
organized under the laws of the Cayman Islands, is the general partner of Boyu Capital Fund III, L.P. Boyu Capital General Partner
III, Ltd., an exempted company incorporated under the laws of the Cayman Islands, is the general partner of Boyu Capital General
Partner III, L.P. Boyu Capital Group Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands, holds
100% of the outstanding shares of Boyu Capital General Partner III, Ltd. Boyu Capital Opportunities Master Fund is an exempted
company incorporated under the laws of the Cayman Islands. Boyu Capital Investment Management Ltd., an exempted company incorporated
under the laws of the Cayman Islands, holds 100% of the voting shares of Boyu Capital Opportunities Master Fund. Boyu Capital Group
Holdings Ltd. holds 100% of the voting shares of Boyu Capital Investment Management Ltd. XYXY Holdings Ltd., a company incorporated
in the British Virgin Islands, is the controlling shareholder of Boyu Capital Group Holdings Ltd. Mr. Xiaomeng Tong holds 100%
of the outstanding shares in XYXY Holdings Ltd.
|
(b)
|
Address of Principal Business Office or, if none, Residence
|
c/o Maples Corporate
Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands
The information
required by Item 2(c) is set forth in Row 4 of the cover page for the Reporting Persons which is incorporated herein by reference.
|
(d)
|
Title of Class of Securities
|
Class Z ordinary
shares, par value US$0.0001 per share.
American Depositary
Shares (“ADSs”) of the Issuer, each representing one Class Z ordinary share, par value US$0.0001 per share.
CUSIP number
G10970112 has been assigned to the Class Z ordinary shares of the Issuer, par value US$0.0001 per share. CUSIP number 090040106
has been assigned to ADSs of the Issuer, each representing one Class Z ordinary share.
|
Item 3.
|
Statement filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c).
|
Not
applicable.
The information for each
Reporting Person contained in Items 5-11 of the cover pages is incorporated herein by reference. Percent of class is calculated
based on an aggregate of 218,181,421 Class Z ordinary shares, being the sum of 193,117,970 Class Z ordinary shares outstanding
after the initial public offering of the Issuer as disclosed on Form 424B4 filed by the Issuer on March 28, 2018 and 25,063,451
Class Z ordinary shares to be issued to Tencent Holdings Limited as disclosed on Form 6-K furnished by the Issuer on October 3,
2018.
|
Item 5.
|
Ownership of Five Percent or Less of a Class
|
Not
applicable.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another
Person
|
Not applicable.
|
Item 7.
|
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding Company
|
Not applicable.
|
Item 8.
|
Identification and Classification of Members of the
Group
|
Not applicable.
|
Item 9.
|
Notice of Dissolution of Group
|
Not applicable.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: October 12, 2018
|
Profound Surplus Limited
|
|
|
|
By:
|
/s/ Khalid Iton
|
|
Name:
|
Khalid Iton
|
|
Title:
|
Director
|
|
|
|
Boyu Capital Fund III, L.P.
|
|
By:
Boyu Capital General Partner III, L.P.
|
|
By:
Boyu Capital General Partner III, Ltd.
|
|
|
|
By:
|
/s/ Khalid Iton
|
|
Name:
|
Khalid Iton
|
|
Title:
|
Director
|
|
|
|
Boyu Capital General Partner III, L.P.
|
|
By:
Boyu Capital General Partner III, Ltd
.
|
|
|
|
By:
|
/s/ Khalid Iton
|
|
Name:
|
Khalid Iton
|
|
Title:
|
Director
|
|
|
|
Boyu Capital General Partner III, Ltd.
|
|
|
|
By:
|
/s/ Khalid Iton
|
|
Name:
|
Khalid Iton
|
|
Title:
|
Director
|
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: October 12, 2018
|
Boyu Capital Opportunities Master Fund
|
|
|
|
By:
|
/s/ David Bree
|
|
Name:
|
David Bree
|
|
Title:
|
Director
|
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: October 12, 2018
|
Boyu Capital Investment Management Ltd.
|
|
|
|
By:
|
/s/ Yong Leong Chu
|
|
Name:
|
Yong Leong Chu
|
|
Title:
|
Director
|
|
|
|
Boyu Capital Group Holdings Ltd.
|
|
|
|
By:
|
/s/ Khalid Iton
|
|
Name:
|
Khalid Iton
|
|
Title:
|
Director
|
|
|
|
XYXY Holdings Ltd.
|
|
|
|
By:
|
/s/ Khalid Iton
|
|
Name:
|
Khalid Iton
|
|
Title:
|
Director
|
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: October 12, 2018
|
Xiaomeng Tong
|
|
|
|
Signature:
|
/s/ Xiaomeng Tong
|
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