Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
February 09 2024 - 6:28AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*
Bilibili Inc.
(Name of Issuer)
Class Z ordinary shares, par value US$0.0001 per share
(Title of Class of Securities)
G10970112**
090040106***
(CUSIP
Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on 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. |
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CUSIP No. G10970112 |
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Page
2
of 7 |
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1. |
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Name of Reporting Persons
CHEN Rui |
2. |
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Check the Appropriate Box
if a Member of a Group
(a) ☐ (b) ☐ |
3. |
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SEC Use Only
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4. |
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Citizenship or Place of
Organization Peoples Republic of China |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5. |
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Sole Voting Power
52,227,531. See Item 4. |
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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
52,227,531. See Item 4. |
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8. |
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Shared Dispositive Power
0 |
9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
52,227,531. See Item 4. |
10. |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares ☐ |
11. |
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Percent of Class
Represented by Amount in Row 9 12.6%. See Item 4. |
12. |
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Type of Reporting
Person IN |
2
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CUSIP No. G10970112 |
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Page
3
of 7 |
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1. |
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Name of Reporting Persons
Vanship Limited |
2. |
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Check the Appropriate Box
if a Member of a Group
(a) ☐ (b) ☐ |
3. |
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SEC Use Only
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4. |
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Citizenship or Place of
Organization British Virgin
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
49,824,531. See Item 4. |
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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
49,824,531. See Item 4. |
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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
49,824,531. See Item 4. |
10. |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares ☐ |
11. |
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Percent of Class
Represented by Amount in Row 9 12.1%. See Item 4. |
12. |
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Type of Reporting
Person CO |
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CUSIP No. G10970112 |
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Page
4
of 7 |
Item 1(a). |
Name of Issuer: |
Bilibili Inc. (the Issuer)
Item 1(b). |
Address of Issuers Principal Executive Offices: |
Building 3, Guozheng Center, No. 485 Zhengli Road, Yangpu District, Shanghai, 200433, Peoples Republic of China.
Item 2(a). |
Name of Person Filing: |
CHEN Rui and Vanship Limited (collectively, the Reporting Persons)
Item 2(b). |
Address of Principal Business Office or, if None, Residence: |
The address of the Reporting Persons is c/o Building 3, Guozheng Center, No. 485 Zhengli Road, Yangpu District, Shanghai, 200433,
Peoples Republic of China.
CHEN Rui is a citizen of the Peoples Republic of China. Vanship Limited is a British Virgin Islands company.
Item 2(d). |
Title of Class of Securities: |
Class Z ordinary shares, par value US$0.0001 per share, of the Issuer. The Issuers ordinary shares consist of Class Z ordinary
shares and Class Y ordinary shares. Each holder of Class Z ordinary shares is entitled to one vote per share and each holder of Class Y ordinary shares is entitled to ten votes per share on all matters submitted to them for a vote.
Class Y ordinary shares are convertible at any time by the holder thereof into Class Z ordinary
shares on a one-for-one basis. Class Z ordinary shares are not convertible into Class Y ordinary shares under any circumstances.
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. |
If this statement is filed
pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a: |
Not applicable
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of 7 |
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Reporting Person |
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Amount beneficially owned: |
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Percent of class: |
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Percent of aggregate voting power: |
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Sole power to vote or direct the vote: |
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Shared power to vote or to direct the vote: |
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Sole power to dispose or to direct the disposition of: |
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Shared power to dispose or to direct the disposition of: |
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CHEN Rui |
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52,227,531 |
(1) |
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12.6 |
%(2) |
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42.3 |
%(3) |
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52,227,531 |
(1) |
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0 |
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52,227,531 |
(1) |
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0 |
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Vanship Limited |
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49,824,531 |
(4) |
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12.1 |
%(2) |
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42.3 |
%(3) |
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49,824,531 |
(4) |
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0 |
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49,824,531 |
(4) |
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0 |
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(1) |
Represents (i) 49,299,006 Class Y ordinary shares and 525,525 Class Z ordinary shares in the form of
ADSs directly held by Vanship Limited, a business company limited by shares incorporated in British Virgin Islands, and (ii) 2,403,000 Class Z ordinary shares issuable to Mr. Rui Chen upon exercise of options within 60 days after
December 31, 2023. Vanship Limited is controlled by The Le Petit Prince Trust, a trust established under the laws of Cayman Islands and managed by TMF (Cayman) Ltd. as the trustee. Mr. Chen is the settlor of The Le Petit Prince Trust, and
Mr. Chen and his family members are the trusts beneficiaries. Under the terms of this trust, Mr. Chen has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights
attached to, the shares held by Vanship Limited in the Issuer, and, except for Mr. Chen, the other beneficiaries of the trust have no voting rights attached to such shares. There are certain limited circumstances in which the trustee would not
be required to comply with such a direction (for example, where a direction may make the trustee subject to criminal sanction or civil liability or where a direction involves a transaction which might have an adverse impact on the reputation of the
trustee). The above position would also not apply if Mr. Chen is incapacitated, has released his authority or nominated another person to have such authority in his place. |
(2) |
The percentage of class of securities beneficially owned by each Reporting Person is based on 83,715,114
Class Y ordinary shares and 328,441,712 Class Z ordinary shares of the Issuer outstanding as of December 31, 2023 based on the information provided by the Issuer. |
(3) |
For each Reporting Person, the percentage of aggregate voting power is calculated by dividing the voting power
beneficially owned by such Reporting Person by the voting power of all of the Issuers Class Z and Class Y ordinary shares as a single class. Each holder of Class Z ordinary shares is entitled to one vote per share and each
holder of Class Y ordinary shares is entitled to ten votes per share on all matters submitted to them for a vote. |
(4) |
Represents 49,299,006 Class Y ordinary shares and 525,525 Class Z ordinary shares in the form of ADSs
directly held by Vanship Limited, a business company limited by shares incorporated in British Virgin Islands. |
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CUSIP No. G10970112 |
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Page
6
of 7 |
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 or Control Person: |
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
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CUSIP No. G10970112 |
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Page
7
of 7 |
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.
Dated: February 9, 2024
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CHEN Rui |
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/s/ CHEN Rui |
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Vanship Limited |
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By: |
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/s/ CHEN Rui |
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Name: |
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CHEN Rui |
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Title: |
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Director |
7
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