Form 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

20549

FORM

6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE

13a-16

15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2023

Commission File Number:

001-38429

Bilibili Inc.

Building 3, Guozheng Center, No. 485 Zhengli Road

Yangpu District, Shanghai, 200433

People’s 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 ☐

Indicate by check mark if the registrant is submitting the Form

6-K

in paper as permitted by Regulation

S-T

Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form

6-K

in paper as permitted by Regulation

S-T

Rule 101(b)(7): ☐

BILIBILI INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(All amounts in thousands, except for share data)


	December 31, 2021		September 30, 2022		September 30, 2022
	RMB		RMB		US$ Note 2(d)
Assets
Current assets:
Cash and cash equivalents		7,523,108		5,466,115		768,414
Time deposits		7,632,334		11,946,427		1,679,402
Accounts receivable, net		1,382,328		1,298,075		182,480
Amount due from related parties		2,041,316		1,728,527		242,992
Prepayments and other current assets		2,807,048		2,382,487		334,926
Short-term investments		15,060,722		6,528,634		917,781

Total current assets		36,446,856		29,350,265		4,125,995

Non-current assets:
Property and equipment, net		1,350,256		1,383,123		194,436
Production cost, net		1,083,772		1,758,955		247,270
Intangible assets, net		3,835,600		4,584,414		644,467
Deferred tax assets		36,355		36,355		5,111
Goodwill		2,338,303		2,725,130		383,093
Long-term investments, net		5,502,524		5,907,854		830,513
Other long-term assets		1,459,485		1,854,357		260,681

Total non-current assets		15,606,295		18,250,188		2,565,571

Total assets		52,053,151		47,600,453		6,691,566

Liabilities
Current liabilities:
Accounts payable		4,360,906		4,730,920		665,062
Salary and welfare payable		995,451		991,170		139,336
Taxes payable		203,770		253,289		35,607
Short-term loan and current portion of long-term debt		1,232,106		6,953,943		977,570
Deferred revenue		2,645,389		2,853,111		401,084
Accrued liabilities and other payables		2,416,955		2,052,393		288,522
Amount due to related parties		216,434		94,661		13,307

Total current liabilities		12,071,011		17,929,487		2,520,488

Non-current liabilities:
Long-term debt		17,784,092		12,301,692		1,729,344
Other long-term liabilities		481,982		825,754		116,083

Total non-current liabilities		18,266,074		13,127,446		1,845,427

Total liabilities		30,337,085		31,056,933		4,365,915

F-2

BILIBILI INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)

(All amounts in thousands, except for share data)


	December 31, 2021			September 30, 2022			September 30, 2022
	RMB			RMB			US$ Note 2(d)
Shareholders’ equity
Ordinary shares:
Class Y Ordinary Shares (US$ 0.0001 par value; 100,000,000 shares authorized, 83,715,114 shares issued and outstanding as of December 31, 2021; US$0.0001 par value; 100,000,000 shares authorized, 83,715,114 shares issued and outstanding as of September 30, 2022)		52			52			7
Class Z Ordinary Shares (US$0.0001 par value; 9,800,000,000 shares authorized, 309,656,738 shares issued, 306,889,473 shares outstanding as of December 31, 2021; US$0.0001 par value; 9,800,000,000 shares authorized, 316,201,738 shares issued, 310,103,538 shares outstanding as of September 30, 2022)		199			200			28
Additional paid-in capital		35,929,961			36,368,270			5,112,570
Statutory reserves		24,621			24,621			3,461
Accumulated other comprehensive (loss) /income		(279,862	)		119,899			16,855
Accumulated deficit		(13,971,304	)		(19,973,663	)		(2,807,853	)

Total Bilibili Inc.’s shareholders’ equity		21,703,667			16,539,379			2,325,068

Noncontrolling interests		12,399			4,141			583

Total shareholders’ equity		21,716,066			16,543,520			2,325,651

Total liabilities and shareholders’ equity		52,053,151			47,600,453			6,691,566

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-3

Table of Contents

BILIBILI INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(All amounts in thousands, except for share and per share data)


	For the Nine Months Ended September 30
	2021			2022			2022
	RMB			RMB			US$ Note 2(d)
Net revenues
Mobile games		3,795,576			3,875,385			544,793
Value-added services		5,040,368			6,365,361			894,828
Advertising		2,935,805			3,553,856			499,593
E-commerce and others		1,831,152			1,962,079			275,825
Total net revenues		13,602,901			15,756,681			2,215,039

Cost of revenues		(10,657,556	)		(13,156,939	)		(1,849,573	)

Gross profit		2,945,345			2,599,742			365,466
Operating expenses:
Sales and marketing expenses		(4,033,248	)		(3,654,596	)		(513,755	)
General and administrative expenses		(1,299,386	)		(1,704,327	)		(239,590	)
Research and development expenses		(2,042,245	)		(3,271,561	)		(459,909	)

Total operating expenses		(7,374,879	)		(8,630,484	)		(1,213,254	)

Loss from operations		(4,429,534	)		(6,030,742	)		(847,788	)
Other (expense)/income:
Investment loss, net (including impairments)		(100,852	)		(365,670	)		(51,405	)
Interest income		43,784			172,745			24,284
Interest expense		(105,370	)		(187,365	)		(26,339	)
Exchange losses		(19,560	)		(84,393	)		(11,864	)
Others, net		(38,938	)		568,492			79,917

Total other (expense)/income, net		(220,936	)		103,809			14,593

Loss before tax		(4,650,470	)		(5,926,933	)		(833,195	)
Income tax		(62,502	)		(83,684	)		(11,764	)

Net loss		(4,712,972	)		(6,010,617	)		(844,959	)
Net loss attributable to noncontrolling interests		11,758			8,258			1,161

Net loss attributable to the Bilibili Inc.’s shareholders		(4,701,214	)		(6,002,359	)		(843,798	)

Net loss		(4,712,972	)		(6,010,617	)		(844,959	)

Other comprehensive (loss)/income:
Foreign currency translation adjustments		(174,120	)		399,761			56,197
Total other comprehensive loss		(174,120	)		399,761			56,197

Total comprehensive loss		(4,887,092	)		(5,610,856	)		(788,762	)

Net loss attributable to noncontrolling interests		11,758			8,258			1,161

Comprehensive loss attributable to the Bilibili Inc.’s shareholders		(4,875,334	)		(5,602,598	)		(787,601	)

Net loss per share, basic		(12.50	)		(15.22	)		(2.14	)
Net loss per share, diluted		(12.50	)		(15.22	)		(2.14	)
Net loss per ADS, basic		(12.50	)		(15.22	)		(2.14	)
Net loss per ADS, diluted		(12.50	)		(15.22	)		(2.14	)
Weighted average number of ordinary shares, basic		376,073,065			394,452,475			394,452,475
Weighted average number of ordinary shares, diluted		376,073,065			394,452,475			394,452,475
Weighted average number of ADS, basic		376,073,065			394,452,475			394,452,475
Weighted average number of ADS, diluted		376,073,065			394,452,475			394,452,475
Share-based compensation expenses included in:
Cost of revenues		50,069			54,188			7,618
Sales and marketing expenses		38,195			41,226			5,795
General and administrative expenses		387,857			418,295			58,803
Research and development expenses		216,226			272,179			38,262

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-4

BILIBILI INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(All amounts in thousands, except for share data)


	Ordinary shares
	Class Y Ordinary Shares				Class Z Ordinary Shares				Additional paid-in capital			Statutory reserves		Accumulated other comprehensive income/(loss)			Accumulated deficit			Noncontrolling interests			Total shareholders’ equity
	Shares		Amount		Shares		Amount		Additional paid-in capital			Statutory reserves		Accumulated other comprehensive income/(loss)			Accumulated deficit			Noncontrolling interests			Total shareholders’ equity
			RMB				RMB		RMB			RMB		RMB			RMB			RMB			RMB
Balance at December 31, 2020		83,715,114		52		268,204,838		172		14,616,302			17,884		141,129			(7,175,339	)		182,004			7,782,204
Net loss		—		—		—		—		—			—		—			(4,701,214	)		(11,758	)		(4,712,972	)
Share-based compensation		—		—		—		—		692,347			—		—			—			—			692,347
Share issuance from exercise of share options		—		—		2,533,229		2		—			—		—			—			—			2
Share issuance upon secondary public offering (“HK IPO”), net of issuance costs of HKD 337,143		—		—		28,750,000		18		19,266,792			—		—			—			—			19,266,810
Issuance ordinary shares related to long-term investment		—		—		1,045,700		1		(1	)		—		—			—			—			—
Share issuance upon the conversion of convertible senior notes		—		—		2,854,277		3		449,908			—		—			—			—			449,911
Capital injection in subsidiaries by noncontrolling interests		—		—		—		—		—			—		—			—			2,040			2,040
Acquisition of subsidiaries		—		—		484,183		1		265,060			—		—			—			(14,749	)		250,312
Purchase of noncontrolling interests		—		—		—		—		(12,613	)		—		—			—			(120,680	)		(133,293	)
Foreign currency translation adjustment		—		—		—		—		—			—		(174,120	)		—			—			(174,120	)

Balance at September 30, 2021		83,715,114		52		303,872,227		197		35,277,795			17,884		(32,991	)		(11,876,553	)		36,857			23,423,241

F-5

Table of Contents

BILIBILI INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Continued)

(All amounts in thousands, except for share data)


	Ordinary shares
	Class Y Ordinary Shares				Class Z Ordinary Shares						Additional paid-in capital			Statutory reserves		Accumulated other comprehensive (loss)/income			Accumulated deficit			Noncontrolling interests			Total shareholders’ equity
	Shares		Amount		Shares			Amount			Additional paid-in capital			Statutory reserves		Accumulated other comprehensive (loss)/income			Accumulated deficit			Noncontrolling interests			Total shareholders’ equity
			RMB					RMB			RMB			RMB		RMB			RMB			RMB			RMB
Balance at December 31, 2021		83,715,114		52		306,889,473			199			35,929,961			24,621		(279,862	)		(13,971,304	)		12,399			21,716,066
Net loss		—		—		—			—			—			—		—			(6,002,359	)		(8,258	)		(6,010,617	)
Share-based compensation		—		—		—			—			785,888			—		—			—			—			785,888
Issuance of Class Z ordinary shares upon exercise of stock options		—		—		3,169,065			3			—			—		—			—			—			3
Repurchase of shares		—		—		(2,640,832	)		(2	)		(347,579	)		—		—			—			—			(347,581	)
Purchase of noncontrolling interests		—		—		45,000			—			—			—		—			—			—			—
Foreign currency translation adjustment		—		—		—			—			—			—		399,761			—			—			399,761

Balance at September 30, 2022		83,715,114		52		307,462,706			200			36,368,270			24,621		119,899			(19,973,663	)		4,141			16,543,520

The accompanying

note

s are an

integral

part

these unaudited interim condensed consolidated financial statements

F-6

BILIBILI INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(All amounts in thousands)


	For the Nine Months Ended September 30,
	2021			2022			2022
	RMB			RMB			US$ Note 2(d)
Cash flows from operating activities:
Net loss		(4,712,972	)		(6,010,617	)		(844,959	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation of property and equipment		371,172			556,788			78,272
Amortization of intangible assets		1,348,504			1,936,404			272,215
Amortization of right-of-use assets		117,451			177,641			24,972
Amortization of debt issuance costs		16,621			34,816			4,894
Share-based compensation expenses		692,347			785,888			110,478
Allowance for doubtful accounts		103,408			110,483			15,531
Inventory provision		12,269			138,633			19,489
Deferred income taxes		(4,541	)		(23,634	)		(3,322	)
Unrealized exchange (gains)/ losses		(1,282	)		3,004			422
Unrealized fair value changes of investments		88,155			(24,214	)		(3,404	)
Loss on disposal of property and equipment		611			362			51
Gain on disposal of long-term investments and subsidiaries		—			(49,146	)		(6,909	)
Loss from equity method investments		19,548			113,245			15,920
Revaluation of previously held equity interests		12,562			(152,153	)		(21,389	)
Impairments of long-term investments		65,432			306,916			43,146
Gain of convertible senior notes repurchase		—			(475,790	)		(66,885	)
Changes in operating assets and liabilities:
Accounts receivable		(356,950	)		(762	)		(107	)
Amount due from related parties		(9,098	)		(41,453	)		(5,827	)
Prepayments and other assets		(1,230,303	)		(506,422	)		(71,192	)
Other long-term assets		(134,362	)		(462,231	)		(64,979	)
Accounts payable		697,953			412,886			58,043
Salary and welfare payable		164,397			(14,243	)		(2,002	)
Taxes payable		21,916			67,729			9,521
Deferred revenue		509,174			207,722			29,201
Accrued liabilities and other payables		189,396			(549,178	)		(77,202	)
Amount due to related parties		—			(34,856	)		(4,900	)
Other long-term liabilities		(5,686	)		288,068			40,497
Net cash used in operating activities		(2,024,278	)		(3,204,114	)		(450,425	)

Cash flows from investing activities:
Purchase of property and equipment		(603,001	)		(716,372	)		(100,706	)
Purchase of intangible assets		(2,015,992	)		(1,502,941	)		(211,280	)
Purchase of short-term investments		(45,832,390	)		(63,493,711	)		(8,925,805	)
Maturities of short-term investments		40,173,128			73,086,219			10,274,298
Cash consideration paid for purchase of subsidiaries, net of cash acquired		(230,770	)		(1,128,353	)		(158,621	)
Cash paid for long-term investments including loans		(4,310,998	)		(1,420,927	)		(199,751	)
Repayment of loans from investees		534,125			555,586			78,103
Cash received from disposal/return of investments		45,842			293,888			41,314
Placements of time deposits		(6,582,567	)		(9,548,566	)		(1,342,316	)
Maturities of time deposits		6,728,120			6,262,530			880,373
Impact to cash resulting from deconsolidation of subsidiaries		—			(125	)		(18	)
Net cash (used in)/ provided by investing activities		(12,094,503	)		2,387,228			335,591

Cash flows from financing activities:
Proceeds of short-term loans		1,034,797			1,261,371			177,321
Repayment of short-term loans		(214,882	)		(1,152,651	)		(162,037	)
Purchase of noncontrolling interests		(58,488	)		(56,741	)		(7,977	)
Capital injections from noncontrolling interests		2,040			—			—
Proceeds from exercise of employees’ share options		2			3			*
Proceeds from issuance of ordinary shares, net of issuance costs of HKD 337,143		19,288,423			—			—
Repurchase of convertible senior notes		—			(1,270,953	)		(178,668	)
Repurchase of shares		—			(347,581	)		(48,862	)
Net cash provided by/ (used in) financing activities		20,051,892			(1,566,552	)		(220,223	)

Effect of exchange rate changes on cash and cash equivalents held in foreign currencies		(140,983	)		326,445			45,889
Net increase/ (decrease) in cash and cash equivalents		5,792,128			(2,056,993	)		(289,168	)
Cash and cash equivalents at beginning of the period		4,678,109			7,523,108			1,057,582

Cash and cash equivalents at end of the period		10,470,237			5,466,115			768,414

F-7

BILIBILI INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(All amounts in thousands)


	For the Nine Months Ended September 30,
	2021		2022		2022
	RMB		RMB		US$ Note 2(d)
Supplemental disclosures of cash flows information:
Cash paid for income taxes, net of tax refund		56,237		57,340		8,061
Cash paid for interest expense		77,667		128,152		18,015
Supplemental schedule of non-cash investing and financing activities:
Property and equipment purchase financed by accounts payable		393,431		47,180		6,633
Acquisitions and investments financed by payables		281,889		250,860		35,265
Intangible assets purchases financed by payables		801,547		898,165		126,262
Issuance of ordinary shares in the business combination, purchase of noncontrolling interests and investment addition		829,748		—		—
Issuance of ordinary shares in connection with debt conversion		449,911		—		—

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-8

BILIBILI INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.	Operations

Bilibili Inc. (the “Company” or “Bilibili”) is an online entertainment platform for young generations. Incorporated as a limited liability company in the Cayman Islands in December 2013, the Company, through its consolidated subsidiaries, variable interest entities (“VIEs”) and subsidiaries of the VIEs (collectively referred to as the “Group”), is primarily engaged in the operation of providing online entertainment services to users in the People’s Republic of China (the “PRC” or “China”).

In April 2018, the Company completed its IPO on the NASDAQ Global Select Market. In March 2021, the Company successfully listed its Class Z ordinary shares on the main board of the Hong Kong Stock Exchange. The Company issued a total 28,750,000 Class Z ordinary shares in the global offering, including the fully exercised over-allotment option of 3,750,000 Class Z ordinary shares. Net proceeds from the global offering, including the over-allotment option, after deducting underwriting fees and other offering expenses, were approximately HKD22.9 billion (RMB19.3 billion).

On October 3, 2022, the Company’s voluntary conversion of its

secondary

listing status to

primary

listing on the main board of the Hong Kong Stock Exchange became effective. The Company became a dual-primary listed company on the main board of Hong Kong Stock Exchange in Hong Kong and the Nasdaq Global Select Market in the United States.

As of September 30, 2022, the Company’s major

subsidiaries

, VIEs and subsidiaries of the VIEs are as

follows


Major Subsidiaries	Place and Year of Incorporation	Percentage of Direct or Indirect Economic Ownership		Principal Activities

Bilibili HK Limited	Hong Kong, 2014		100	Investment holding
Hode HK Limited	Hong Kong, 2014		100	Investment holding
Chaodian HK Limited	Hong Kong, 2019		100	Investment holding
Bilibili Co., Ltd.	Japan, 2014		100	Business development
Hode Shanghai Limited (“Hode Shanghai”)	PRC, 2014		100	Technology development
Shanghai Bilibili Technology Co., Ltd.	PRC, 2016		100	Technology development
Chaodian (Shanghai) Technology Co., Ltd.	PRC, 2019		100	E-commerce and advertising


Major VIEs and VIEs’ subsidiaries	Place and Year of Incorporation Acquisition		Percentage of Direct or Indirect Economic Ownership		Principal Activities


Shanghai Hode Information Technology Co., Ltd. (“Hode Information Technology”)		PRC, 2013		100	Mobile game operation
Shanghai Kuanyu Digital Technology Co., Ltd. (“Shanghai Kuanyu”)		PRC, 2014		100	Video distribution and game distribution
Sharejoy Network Technology Co., Ltd. (“Sharejoy Network”)		PRC, 2014		100	Game distribution
Shanghai Hehehe Culture Communication Co., Ltd. (“Shanghai Hehehe”)		PRC, 2014		100	Comics distribution
Shanghai Anime Tamashi Cultural Media Co., Ltd. (“Shanghai Anime Tamashi”)		PRC, 2015		100	E-commerce platform

F-9

BILIBILI INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1.	Operations (Continued)

The following combined financial information of the Group’s VIEs as of December 31, 2021 and September 30, 2022 and for the nine months ended September 30, 2021 and 2022 included in the accompanying consolidated financial statements of the Group was as follows:


	December 31 2021			September 30 2022
	RMB in thousands
Cash and cash equivalents		377,114			1,194,334
Time deposits		6,997			4,251
Accounts receivable, net		524,311			686,362
Amounts due from Group companies		391,951			490,723
Amount due from related parties		101,983			160,130
Prepayments and other current assets		1,806,185			1,231,955
Short-term investments		927,124			710,278
Long-term investments, net		1,745,466			1,965,835
Other non-current assets		4,926,989			6,096,639

Total assets		10,808,120			12,540,507

Accounts payable		3,164,301			3,709,339
Salary and welfare payables		343,008			255,228
Taxes payable		128,817			168,576
Short-term loans		400,000			404,928
Deferred revenue		2,192,460			2,241,761
Accrued liabilities and other payables		1,184,523			983,903
Amounts due to the Group companies		7,214,146			11,694,322
Amounts due to related parties		117,901			12,251
Other long-term payable		222,719			261,002

Total liabilities		14,967,875			19,731,310

Total Bilibili Inc’s shareholders’ deficit		(4,170,459	)		(7,194,530	)
Noncontrolling interests		10,704			3,727

Total shareholders’ deficit		(4,159,755	)		(7,190,803	)

Total liabilities and shareholders’ deficit		10,808,120			12,540,507

F-10

BILIBILI INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1.	Operations (Continued)

Liquidity

The Group incurred net losses of RMB4,713.0 million and RMB6,010.6 million for the nine months ended September 30, 2021 and 2022, respectively. Net cash used in operating activities was RMB2,024.3 million and RMB3,204.1 million for the nine months ended September 30, 2021 and 2022, respectively. Accumulated deficit was RMB13,971.3 million and RMB19,973.7 million as of December 31, 2021 and September 30, 2022, respectively. The Group assesses its liquidity by its ability to generate cash from operating activities and attract investors’ investments. Historically, the Group has relied principally on both operational sources of cash and

non-operational

sources of financing from investors to fund its operations and business development. The Group’s ability to continue as a going concern is dependent on management’s ability to successfully execute its business plan, which includes increasing revenues while controlling operating expenses, as well as, generating operational cash flows and continuing to gain support from outside sources of financing. In the past, the Group has been continuously receiving financing support from outside investors. In 2021, the Company successfully listed its Class Z ordinary shares on the main board of the Hong Kong Stock Exchange, raising HKD22.9 billion (RMB19.3 billion), after deducting commissions and offering expenses, and the Company completed an offering of convertible senior notes due December 2026 (the “December 2026 Notes”), raising US$1,576.6 million (RMB10.1 billion

), after deducting commissions and offering expenses. Moreover, the Group can adjust the pace of its operation expansion and control the operating expenses. Based on the above considerations, the Group believes the cash and cash equivalents and the operating cash flows are sufficient to meet the cash requirements to fund planned operations and other commitments for at least the next twelve months from the date of the issuance of the unaudited interim condensed consolidated financial statements. The Group’s unaudited interim condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.

F-12

BILIBILI INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2.	Significant Accounting Policies

a)	Basis of presentation

The accompanying unaudited interim condensed consolidated financial statements of the Group have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for a complete set of financial statements. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted consistent with Article 10 of Regulation

S-X.

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments as necessary for the fair statement of the Group’s financial position as of September 30, 2022, and the results of operations and cash flows for the nine months ended September 30, 2021 and 2022. The consolidated balance sheet at December 31, 2021 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by U.S. GAAP. The unaudited interim condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the unaudited interim condensed consolidated financial statements have read or have access to the audited consolidated financial statements for the preceding fiscal years. Accordingly, these financial statements should be read in conjunction with the audited consolidated financial statements and related footnotes as of and for the year ended December 31, 2021. Results for the nine months ended September 30, 2022 are not necessarily indicative of the results expected for the full fiscal year or for any future period.

b)	Principles of consolidation

The unaudited interim condensed consolidated financial statements include the financial statements of the Company, its subsidiaries and VIEs for which the Company is the primary beneficiary.

Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power, has the power to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of the board of directors, or has the power to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders.

A consolidated VIE is an entity in which the Company’s subsidiary, through contractual arrangements, has the power to direct the activities that most significantly impact the entity’s economic performance, bears the risks of and enjoys the rewards normally associated with ownership of the entity, and therefore the Company’s subsidiary is the primary beneficiary of the entity.

All transactions and balances among the Company, its subsidiaries and VIEs have been eliminated upon consolidation.

There is no VIE in the Group where the Company or any subsidiary has a variable interest but is not the primary beneficiary.

F-1

BILIBILI INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2.	Significant Accounting Policies (Continued)

c)	Use of estimates

The preparation of the Group’s unaudited interim condensed consolidated financial statements in conformity with the U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the balance sheet date and reported revenues and expenses during the reported periods in the unaudited interim condensed consolidated financial statements and accompanying notes. Significant accounting estimates include, but are not limited to, determination of the average playing period for paying players, and assessment for the impairment of long-term investments accounted for using the measurement alternative.

d)	Convenience Translation

Translations of balances on the unaudited interim condensed consolidated balance sheets, unaudited interim condensed consolidated statements of operations and comprehensive loss and unaudited interim condensed consolidated statements of cash flows from RMB into US$ as of and for the nine months ended September 30, 2022 are solely for the convenience of the reader and were calculated at the rate of US$1.00 = RMB7.1135

, representing

the noon buying rate in The City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York on September 30, 2022. No representation is made that the RMB amounts represent or could have been, or could be, converted, realized or settled into US$ at that rate on September 30, 2022, or at any other

rate.

e)	Contract Balances

Due to the generally short-term duration of the relevant contracts, the majority of the performance obligations are satisfied within one year. The amount of revenue recognized that was included in the receipts in advance balance at the beginning of the year was RMB1,947.2 million and RMB2,503.2 million for the nine months ended September 30, 2021 and 2022, respectively.

f)	Receivables, net

The following table sets out movements of the allowance for doubtful accounts for the nine months ended September 30, 2021 and 2022:


	For the Nine Months Ended September 30,
	2021		2022
	RMB in thousands
Beginning balance		121,003		292,473

Provisions		103,408		110,483
Write-offs		—		(6,854	)
Ending balance		224,411		396,102

F-14

BILIBILI INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3.	Concentrations and Risks

a)	Telecommunications service provider

The Group relied on telecommunications service providers and their affiliates for servers and bandwidth services to support its operations for the nine months ended September 30, 2021 and 2022 was as follows:


	For the Nine Months Ended September 30,
	2021			2022
Total number of telecommunications service providers		120			144
Number of service providers providing 10% or more of the Group’s servers and bandwidth expenditure		3			3
Total percentage of the Group’s servers and bandwidth expenditure provided by 10% or greater service providers		57	%		47	%

b)	Foreign currency exchange rate risk

The functional currency and the reporting currency of the Company are U.S. dollars and RMB, respectively. The Group’s exposure to foreign currency exchange rate risk primarily relates to cash and cash equivalents, time deposits, short-term and long-term investments, and long-term debt denominated in the U.S. dollars. Most of the Group’s revenues, costs and expenses are denominated in RMB, while the long-term debt and a portion of cash and cash equivalents, time deposits, short-term and long-term investments are denominated in U.S. dollars. Any significant fluctuation of RMB against U.S. dollars may materially and adversely affect the Company’s cash flows, revenues, earnings and financial positions.

c)	Credit risk

The Group’s financial instruments potentially subject to significant concentrations of credit risk primarily consist of cash and cash equivalents, time deposits, accounts receivable, and money market funds (recorded in the short-term investments) and financial products (recorded in the short-term and long-term investments) with variable interest rates referenced to performance of underlying assets issued by commercial banks and other financial institutions. As of December 31, 2021 and September 30, 2022, substantially all of the Group’s cash and cash equivalents and time deposits were held in major financial institutions located in the United States of America and China, which management consider being of high credit quality. Accounts receivable is typically unsecured and is primarily derived from revenue earned from mobile game services (mainly relates to remittances due from payment channels and distribution channels) and advertising services. There was no individual payment channel that had receivable balance exceeding 10% of the Group’s accounts receivable balance as of December 31, 2021 and September

30, 2022.

One

distribution channel had receivable balance exceeding 10% of the Group’s accounts receivable balance as of December 31, 2021. There was

distribution channel that had receivable balance exceeding 10% of the Group’s accounts receivable balance as of September 30, 2022.


RMB in thousands	December 31, 2021		September 30, 2022
Distribution channel A		171,680		N/A

F-1

BILIBILI INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3.	Concentrations and Risks (Continued)

d)	Major customers and supplying channels

No single customer represented 10% or more of the Group’s net revenues for the nine months ended September 30, 2021 and 2022, respectively.

The Group relied on a distribution channel to publish and generate the iOS version of its mobile games. There is no single distribution channel of mobile games generated 10% or more of the Group’s net revenues for the nine months ended September 30, 2021 and 2022 , respectively.

e)	Mobile games

Mobile game revenues accounted for 28% and 25% of the Group’s total net revenues for the nine months ended September 30, 2021 and 2022, respectively.

No mobile games individually contributed more than

% of the Group’s total net revenues for the nine months ended September 30, 2021 and 2022, respectively.

F-1

BILIBILI INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4.	Prepayments and Other Current Assets

The following is a summary of prepayments and other current assets:


	December 31, 2021		September 30, 2022

	RMB in thousands
Prepayments for revenue sharing cost*		1,117,431		872,959
Inventories, net		455,767		533,561
Prepayments for sales tax		523,282		412,345
Prepayments of marketing and other operational expenses		181,764		134,064
Prepayments to inventory suppliers		94,746		93,097
Interest income receivable		10,927		80,221
Loans to investees or ongoing investments		68,681		55,284
Prepayments for content cost		73,496		53,099
Deposits		106,555		29,723
Prepayments/receivables relating to jointly invested content		36,246		27,011
Others		138,153		91,123

Total		2,807,048		2,382,487

App stores retain commissions on each purchase made by the users through the App stores. The Group is also obligated to pay ongoing licensing fees in form of royalties to the third-party game developers. Licensing fees consist of fees that the Group pays to content owners for the use of licensed content, including trademarks and copyrights, in the development of games. Licensing fees are either paid in advance and recorded on the balance sheets as prepayments or accrued as incurred and subsequently paid. Additionally, the Group defers the revenue from licensed mobile games over the estimated average playing period of paying players given that there is an implied obligation to provide

on-going

services to

end-users.

The related direct and incremental platform commissions are deferred and reported in “Prepayments and Other Current Assets” on the unaudited interim condensed consolidated balance sheets.

F-1

BILIBILI INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5.	Short-term Investments

The following is a summary of short-term investments:


	December 31, 2021		September 30, 2022

	RMB in thousands
Financial products		13,583,580		4,535,682
Investments in publicly traded companies		1,426,946		1,992,952
Money market funds		50,196		—

Total		15,060,722		6,528,634

The Group recorded investment income of RMB194.3 million and RMB421.4 million related to short-term investments on the unaudited interim condensed consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2021 and 2022, respectively.

6.	Property and Equipment, Net

The following is a summary of property and equipment, net:


	December 31, 2021			September 30, 2022

	RMB in thousands
Leasehold improvements		221,280			280,427
Servers and computers		2,277,947			2,794,207
Others		59,871			61,426

Total		2,559,098			3,136,060
Less: accumulated depreciation		(1,208,842	)		(1,752,937	)

Net book value		1,350,256			1,383,123

Depreciation expenses were RMB371.2 million and RMB556.8 million for the nine months ended September 30, 2021 and 2022, respectively. No impairment charge was recognized for any of periods presented.

F-1

BILIBILI INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7.	Intangible Assets, Net

The following is a summary of intangible assets, net:


	As of December 31, 2021
	Gross carrying value		Accumulated amortization			Net carrying value

	RMB in thousands
Licensed copyrights of content		5,567,213		(3,245,622	)		2,321,591
License rights of mobile games		455,687		(229,559	)		226,128
Intellectual property and others		1,674,232		(386,351	)		1,287,881

Total		7,697,132		(3,861,532	)		3,835,600


	As of September 30, 2022
	Gross carrying value		Accumulated amortization			Net carrying value

	RMB in thousands
Licensed copyrights of content		7,035,303		(4,331,825	)		2,703,478
License rights of mobile games		423,268		(286,043	)		137,225
Intellectual property and others		2,332,959		(589,248	)		1,743,711

Total		9,791,530		(5,207,116	)		4,584,414

Amortization expenses were RMB1,348.5 million and RMB 1,936.4 million for the nine months ended September 30, 2021 and 2022, respectively. No impairment charge was recognized for any of periods presented.

F-1

BILIBILI INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8.	Long-term Investments, Net

The Group’s long-term investments primarily consist of equity investments accounted for using the measurement alternative, equity investments accounted for using the equity method and other investments accounted for at fair value.


	December 31, 2021		September 30, 2022

	RMB in thousands
Equity investments using the measurement alternative		3,344,465		3,141,885
Equity investments accounted for using the equity method		1,235,289		1,976,323
Investments accounted for at fair value		922,770		789,646

Total		5,502,524		5,907,854

Equity investments using the measurement alternative

The Group did not disclose the fair value of alternative measure method investments if it is not practicable to estimate the fair value of its alternative measure method investments for which a quoted market price is not available due to both excessive cost as well as lack of available information on fair value of such investments. Specifically, many of the investees are

start-up

companies in China and operate in emerging industries for which the Group has not been able to estimate their fair values. For those equity investments having observable price changes in orderly transactions for the identical or similar investments of the same issuers, the Group would disclose the fair value of the alternative measure method investments.

A loss of RMB12.6 million and a gain of RMB 152.2 million

re-measurement

of equity investments accounted for using the measurement alternative was recognized for the nine months ended September 30, 2021 and 2022, respectively.

The Group recorded impairment charges for long-term investments of RMB65.4 million and RMB306.9

million as “Investment loss, net (including impairments)” for the nine months ended September 30, 2021 and 2022, respectively, as the investees’ unsatisfied financial performance with no obvious upturn or potential financing solutions in the foreseeable future, and the Group determined the fair value of these investments was less than their carrying value.

Equity investments accounted for using the equity method

RMB19.5 million and RMB113.2 million of the Group’s proportionate share of equity investee’s net loss, was recognized in “Investment loss, net (including impairments)” for the nine months ended September 30, 2021 and 2022, respectively.

Investments accounted for at fair value

Investments accounted for at fair value primarily include financial products with variable interest rates referenced to performance of underlying assets and with original maturities great than one year and investments in publicly traded companies with an intention of holding greater than one year. A loss of RMB175.7 million and RMB299.9 million resulted from the change in fair value was recognized in “Investment loss, net (including impairments)” for the nine months ended September 30, 2021 and 2022, respectively.

F-

BILIBILI INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Taxation

Composition of income tax

The following table presents the composition of income tax expenses for the nine months ended September 30, 2021 and 2022:


	For the nine months ended September 30
	2021			2022

	RMB in thousands
Current income tax expenses		54,341			97,994
Withholding income tax expenses		12,702			9,324
Deferred tax benefits		(4,541	)		(23,634	)

Total		62,502			83,684

The Group’s effective tax rate for the nine months ended September 30, 2021 and 2022 was

-1.3%

and

-1.4%,

respectively. The effective tax rate is based on expected income and statutory tax rates. For interim financial reporting, the Group estimates the annual tax rate based on projected taxable income for the full year and records a quarterly income tax provision in accordance with the guidance on accounting for income taxes in an interim period. The Group did not incur any interest and penalties related to potential underpaid income tax expenses.

F-

Table of Contents

BILIBILI INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10.	Taxes Payable

The following is a summary of taxes payable as of December 31, 2021 and September 30, 2022:


	December 31, 2021		September 30, 2022

	RMB in thousands
EIT payable		69,773		106,184
Withholding income tax payable		29,242		46,071
Withholding individual income taxes for employees		44,968		43,842
VAT payable		52,614		23,352
Others		7,173		33,840

Total		203,770		253,289

11.	Short-term loan and current portion of long-term debt

Balance at December 31, 2021,

Balance at September 30, 2022

Interest Rate
Range

Maturity Date

Amount

Interest Rate
Range

Maturity Date

Amount

RMB in thousands

Unsecured bank loans

3.60%~3.70%

Within
12 months

943,658

3.10%~3.70%

Within
12 months

1,100,018

Unsecured borrowing

3.95%

Within
12 months

288,448

3.79%

Within
12 months

240,906

2027 Notes(Note 13)

N/A

—

1.25%

Within
12 months

5,613,019

Total

1,232,106

6,953,943

F-2

Table of Contents

BILIBILI INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12.	Accrued Liabilities and Other Payables

The following is a

summary

of ac

cru

ed liabilities and other payables as of December 31, 2021 and September 30, 2022:


	December 31, 2021		September 30, 2022

	RMB in thousands
Accrued marketing expenses		1,321,776		752,416
Payables to producers and licensors		139,951		608,100
Leasing liabilities-current portion		206,758		256,312
Consideration payable for acquisitions and investments		526,453		159,360
Professional fees		64,510		62,422
Deposit		40,445		47,004
Interest payable		26,469		40,158
Other staff related cost		5,325		22,849
Advances from/payables to third parties		14,386		18,016
Others		70,882		85,756

Total		2,416,955		2,052,393

13.	Convertible senior notes

April 2026 Notes

In April 2019, the Group issued US$500.0 million of 2026 Notes with an interest rate of 1.375% per annum. The net proceeds to the Company from the issuance of the 2026 Notes were US$488.2 million (RMB3,356.1 million), net of issuance costs of US$11.8 million (RMB81.1 million). The 2026 Notes may be converted, at an initial conversion rate of 40.4040 ADSs per US$1,000 principal amount (which represents an initial conversion price of US$24.75 per ADS) at each holder’s option at any time prior to the close of business on the second business day immediately preceding the maturity date of April 1, 2026.

Holders of the April 2026 Notes may require the Company to repurchase all or part of their April 2026 Notes in cash on April 1, 2024 or in the event of certain fundamental changes at a repurchase price equal to


Exhibit Number		Description

99.1		Unaudited Interim Condensed Consolidated Financial Statements

99.2		Management’s Discussion and Analysis of Financial Condition and Results of Operations

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)


BILIBILI INC.

By :		/s/ Xin Fan
Name :		Xin Fan
Title :		Chief Financial Officer


	For the Nine Months Ended September 30,
	2021			2022
	RMB in thousands
Third-party revenues		9,289,751			10,797,212
Inter-company revenues		594,290			677,915

Total revenues		9,884,041			11,475,127
Net loss		(2,498,479	)		(3,086,200	)


	For the Nine Months Ended September 30,
	2021			2022
	RMB in thousands
Net cash provided by operating activities		156,350			352,823

Net cash used in investing activities		(2,257,450	)		(1,695,391	)

Net cash provided by financing activities		2,207,639			2,186,996