Bilibili : Quarterly Earnings Documents
BILI
Published on 04/16/2026 at 07:16 am EDT
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
Company Information 2
Financial Highlights 3
Business Review and Outlook 5
Management Discussion and Analysis 9
Directors' Report 14
Directors and Senior Management 38
Corporate Governance Report 42
Other Information 60
Independent Auditor's Report 79
Consolidated Balance Sheets 84
Consolidated Statements of Operations and Comprehensive (Loss)/Income 87
Consolidated Statements of Changes in Shareholders' Equity 89
Consolidated Statements of Cash Flows 92
Notes to the Consolidated Financial Statements 95
Five Year Financial Summary 176
Definitions 177
BOARD OF DIRECTORS
Directors
Mr. Rui Chen (Chairman and Chief Executive Officer)
Ms. Ni Li Mr. Yi Xu
Independent Directors
Mr. JP Gan Mr. Eric He Mr. Feng Li Mr. Guoqi Ding
AUDIT COMMITTEE
Mr. Eric He (Chairperson)
Mr. JP Gan Mr. Feng Li
COMPENSATION COMMITTEE
Mr. JP Gan (Chairperson)
Mr. Eric He Mr. Feng Li
NOMINATION COMMITTEE
Mr. JP Gan (Chairperson)
Mr. Eric He Mr. Feng Li Ms. Ni Li
CORPORATE GOVERNANCE COMMITTEE
Mr. JP Gan (Chairperson)
Mr. Eric He Mr. Feng Li
JOINT COMPANY SECRETARIES
Mr. Xin Fan
Ms. Lai Ying Tung
AUTHORIZED REPRESENTATIVES
Mr. Yi Xu Mr. Xin Fan
Ms. Lai Ying Tung
PRINCIPAL EXECUTIVE OFFICES OF MAIN OPERATIONS
Building 3, Guozheng Center No. 485 Zhengli Road Yangpu District
Shanghai
People's Republic of China
ADDRESS IN HONG KONG
Suite 603, 6/F, Laws Commercial Plaza 788 Cheung Sha Wan Road
Kowloon Hong Kong
REGISTERED OFFICE
Walkers Corporate Limited 190 Elgin Avenue
George Town
Grand Cayman KY1-9008 Cayman Islands
CAYMAN ISLANDS PRINCIPAL SHARE REGISTRAR
Walkers Corporate Limited 190 Elgin Avenue
George Town
Grand Cayman KY1-9008 Cayman Islands
HONG KONG SHARE REGISTRAR
Computershare Hong Kong Investor Services Limited Shops 1712-1716, 17th Floor
Hopewell Centre
183 Queen's Road East Wanchai
Hong Kong
COMPLIANCE ADVISOR
Somerley Capital Limited 20th Floor, China Building 29 Queen's Road Central Hong Kong
PRINCIPAL BANK
China Merchants Bank Shanghai Branch
STOCK CODE
HKEX: 9626 NASDAQ: BILI
AUDITOR
PricewaterhouseCoopers
Certified Public Accountants and Registered Public Interest Entity Auditor
22/F, Prince's Building Central
Hong Kong
COMPANY WEBSITE
https://ir.bilibili.com/
For the Year Ended December 31,
2024
RMB
2025
RMB
Change (%)
(in thousands, except percentages)
Net revenues
26,831,525
30,347,766
13.1%
Gross profit
8,773,963
11,114,112
26.7%
(Loss)/profit before income tax expenses
(1,400,195)
1,208,086
N/A
Net (loss)/profit
(1,363,651)
1,190,941
N/A
Net (loss)/profit attributable to the Bilibili Inc's shareholders
(1,346,800)
1,193,531
N/A
Non-GAAP Financial Measures:
Adjusted net (loss)/profit from operations
(60,848)
2,441,684
N/A
Adjusted net (loss)/profit
(38,955)
2,587,538
N/A
Adjusted net (loss)/profit attributable to the
Bilibili Inc's shareholders
(22,104)
2,590,128
N/A
2024
RMB
As of December 31,
2025
RMB
Change (%)
(in thousands, except percentages)
Total current assets
19,756,055
27,550,080
39.5%
Total non-current assets
12,942,445
13,617,683
5.2%
Total assets
32,698,500
41,167,763
25.9%
Total liabilities
18,594,587
25,619,200
37.8%
Total shareholders' equity
14,103,913
15,548,563
10.2%
Total liabilities and shareholders' equity
32,698,500
41,167,763
25.9%
Non-GAAP Financial Measures
The Company uses non-GAAP measures, such as adjusted (loss)/profit from operations, adjusted net (loss)/profit, adjusted net (loss)/profit margin and adjusted net (loss)/profit attributable to the Bilibili Inc.'s shareholders in evaluating its operating results and for financial and operational decision-making purposes. The Company believes that the non-GAAP financial measures help identify underlying trends in its business by excluding the impact of share-based compensation expenses, amortization expense related to intangible assets acquired through business acquisitions, income tax related to intangible assets acquired through business acquisitions, gain/loss on fair value change in investments in publicly traded companies and gain/loss on repurchase of convertible senior notes. The Company believes that the non-GAAP financial measures provide useful information about the Company's results of operations, enhance the overall understanding of the Company's past performance and future prospects and allow for greater visibility with respect to key metrics used by the Company's management in its financial and operational decision-making.
The non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP and therefore may not be comparable to similar measures presented by other companies. The non-GAAP financial measures have limitations as analytical tools, and when assessing the Company's operating performance, cash flows or liquidity, investors should not consider them in isolation, or as a substitute for net (loss)/profit, cash flows provided by operating activities or other consolidated statements of operations and cash flows data prepared in accordance with U.S. GAAP.
The Company mitigates these limitations by reconciling the non-GAAP financial measures to the most comparable
U.S. GAAP performance measures, all of which should be considered when evaluating the Company's performance.
For the Year Ended December 31,
2024 2025
RMB RMB
The following table sets forth an unaudited reconciliation of GAAP and non-GAAP results for the periods indicated.
(in thousands)
(Loss)/profit from operations
(1,343,969)
1,124,451
Add:
Share-based compensation expenses
1,116,212
1,170,535
Amortization expense related to intangible assets acquired
through business acquisitions
166,909
146,698
Adjusted (loss)/profit from operations
(60,848)
2,441,684
Net (loss)/profit
(1,363,651)
1,190,941
Add:
Share-based compensation expenses
1,116,212
1,170,535
Amortization expense related to intangible assets acquired
through business acquisitions
Income tax related to intangible assets acquired through business acquisitions
Loss on fair value change in investments in publicly
166,909
(21,578)
146,698
(16,534)
traded companies
24,524
95,896
Loss on repurchase of convertible senior notes
38,629
2
Adjusted net (loss)/profit
(38,955)
2,587,538
Net (loss)/profit margin
(5.1%)
3.9%
Adjusted net (loss)/profit margin
(0.1%)
8.5%
Net loss attributable to noncontrolling interests
16,851
2,590
Adjusted net (loss)/profit attributable to the Bilibili Inc.'s shareholders
(22,104)
2,590,128
BUSINESS REVIEW FOR THE REPORTING PERIOD
2025 represented a landmark year for Bilibili, as we delivered standout results across both our community growth and financial performance. Throughout the year, our user growth regained momentum, while engagement consistently hit new record highs. On the commercial front, we achieved a significant milestone by delivering our first full year of GAAP profitability, reflecting the improved efficiency and scalability of our business model.
As an influential hub of diverse interests, our high-quality content and unique community experience continue to resonate deeply with young generations. This is reflected in our key user metrics, with DAUs, MAUs and average daily time spent per active user each hitting record highs. DAU growth accelerated year over year each quarter in 2025. For the full year, our DAUs reached nearly 112 million, and MAUs surpassed 368 million, both growing 8% year over year. Meanwhile, the average daily time spent per active user rose to 108 minutes, an increase of 6 minutes from 2024.
This solid community growth is translating into increasing commercial value, with even greater opportunities ahead. As our users dive deeper into the content they love, their willingness to spend continues to rise. In 2025, our average MPUs surged to a record 34 million, driven by our various games and VAS offerings. At the same time, users are increasingly turning to Bilibili for advice and inspiration with genuine purchasing intent, propelling our advertising revenues to over RMB10 billion in 2025, up 23% year over year. With an average user age of 26 in 2025, our core user base is entering new life stages with greater purchasing power and expanding consumption needs. We are growing alongside them, unlocking more commercial opportunities and greater value across every touchpoint in our ecosystem.
The power of our community and commercialization engine, and its potential, is also evident in our financial results. We achieved our first full year of GAAP profitability alongside solid revenue growth. In 2025, our total net revenues increased by 13% year over year to RMB30.35 billion. As our revenue mix shifts toward high-margin businesses, our gross profit grew 27% year over year, with gross profit margin expanding to 36.6% from 32.7% in 2024. With improved gross profit and disciplined expense management, we achieved a net profit of RMB1.19 billion in 2025, compared with a net loss of RMB1.36 billion in 2024.
In addition, we embedded AI across Bilibili throughout the year to better serve our evolving community. For us, AI is a transformative force that deepens connection, enhances distribution efficiency and expands creative potential. By leveraging frontier large language models (the "LLMs"), we have sharpened content discovery and ad targeting to new levels of precision. We are also equipping creators and advertisers with AIGC tools that lower barriers to entry, while AI-powered translation helps our best content reach global audiences. As we continue to invest in these capabilities, we are confident that AI will propel both our ecosystem and our business to the next level.
Content and Community
In 2025, we observed a growing shift among users toward depth and quality in content consumption, even as much of the internet remains saturated with short and disposable content. Our commitment to quality content across categories drives higher engagement. Throughout the year, we maintained our dominant leadership in ACG content. Total watch time of Chinese anime and game-related content increased by 55% and 20% year over year, respectively.
Meanwhile, AI-related content emerged as one of our fastest-growing categories, with watch time up 73% year over year, cementing Bilibili's position as the go-to platform for cutting-edge tech topics. Lifestyle and consumption-related content also expanded as our audience matures and their interests diversify. For example, watch time for outdoor fashion and travel and lodging content increased nearly 19% and 16% year over year, respectively. In July 2025, we launched our video podcast initiative, quickly establishing an early lead in this impactful format. Total watch time of video podcast surpassed 8 billion minutes in the second half of the year. This rapid adoption underscores our leadership in high-quality content and the community's ability to foster deep user engagement.
Our content creators are the cornerstone of our ecosystem, and we remain committed to fostering a vibrant stage for their creativity. In 2025, we had approximately 4 million monthly active content creators, contributing nearly 24 million average monthly video submissions, up by 15% year over year. Notably, AI-driven distribution helps high-quality work find its audience much faster. By the end of 2025, the number of creators with one thousand, 10 thousands, 100 thousands and 1 million followers each grew by over 20% year over year. As creators build larger audiences and deeper connections on Bilibili, we have expanded our monetization infrastructure to help them achieve stronger commercial returns. In 2025, nearly 3 million content creators earned income on our platform through various advertising and value-added services products, and the average income per creator grew by 21% year over year. Notably, our fan charging program continued to gain traction, with revenue doubling year over year and more than 10 million users directly supporting creators through this channel.
Our inspiring community vibe and interactive features have further deepened the connection between our users and our platform. The average daily time spent reached a new high of 108 minutes in 2025, growing 6 minutes year over year, with total time spent increasing 14% year over year. By the end of 2025, we had over 284 million official members, with their 12-month retention rate remaining stable at around 80%. Beyond daily activity, we continue to cement our role as a cultural home for the young generation. In July 2025, we held our flagship offline events, Bilibili World and Bilibili Macro Link. They attracted over 400,000 attendees from across the country, marking a 60% year-over-year increase. Additionally, our signature New Year's Eve Gala, The Most Beautiful Night of 2025, has emerged as an annual ritual for young audiences. The growing enthusiasm for these events further underscores our unparalleled influence among the young generation.
Commercialization
In 2025, we sharpened our commercialization capabilities across our key business verticals. Combined with strong financial execution, these initiatives led to continued gross margin expansion and culminated in our first full year of profitability. This solid financial foundation positions us to harness emerging opportunities and drive durable value over the long term.
Value-Added Services
In 2025, revenues from value-added services increased by 8% year over year to RMB11.93 billion, driven by solid growth across live broadcasting, premium memberships and other value-added services. Our live broadcasting business maintained steady growth with continued margin improvement. Our popular occupationally generated video
offerings, particularly our Chinese anime titles, encouraged users to subscribe to premium memberships. By the end of 2025, premium memberships reached 25.3 million, growing 12% year over year, with nearly 80% of subscriptions on annual or auto-renewal plans, reflecting the ongoing strong loyalty of our users.
Meanwhile, our high-quality PUGV content and community have enabled us to continuously expand our VAS product offerings, as users increasingly show a willingness to pay directly for the content and services they care about. In 2025, our fan charging program, in which users pay for our exclusive, high-quality PUGV content, continued to expand rapidly, with revenue doubling year over year.
Advertising
We delivered strong advertising growth in 2025, with revenue increasing 23% year over year to RMB10.06 billion. Growth was broad-based across performance-based ads, brand advertising and Sparkle, each contributing solid results. This robust growth reflects both the rising value of our user base and our continued progress in improving ad efficiency.
In 2025, our top five advertising verticals were games, digital products and home appliances, internet services, e-commerce and automotive. We have further solidified our leadership position in advanced verticals, such as digital products and home appliances, as well as home decoration, all categories that resonate with young consumers as they enter new life stages and their needs evolve. Furthermore, we grew our appeal among emerging industries looking to engage our young, high-value user base. AI-related advertising stood out, with spending surging by more than 150% year over year.
Throughout the year, we further advanced our ad infrastructure and products on multiple fronts, particularly by integrating AI and LLMs more deeply into our commercial algorithms, ad creative generation and smart delivery system. These efforts have enhanced our advertising efficiency and scalability without compromising user experience. In parallel, we continued to expand advertising inventory across our ecosystem by diversifying into more content consumption scenarios. We believe that by combining AI-powered ad infrastructure with authentic engagement, we can further turn creativity into conversion, positioning Bilibili's advertising business to capture greater value as our community continues to scale.
Mobile Games Services
Revenues from mobile games increased by 14% to RMB6.39 billion in 2025, primarily driven by the contribution of our exclusively licensed game, San Guo: Mou Ding Tian Xia and the successful launch of our in-house developed game, Escape from Duckov in October 2025. Meanwhile, our legacy titles, like Fate Grand Order and Azure Lane, also contributed relatively steady revenues, demonstrating our commitment to and strength in long-term operations of high-quality games.
Escape from Duckov was a standout success in 2025. This in-houses developed title sold over 3 million copies in the first three weeks of its October debut. It went on to become a landmark release for China's single-player game of the year,
and now is regarded as one of the most cherished games of all time in China. Its success underscores our deep genre insight, in-house development capabilities, and ability to reinvent games for new generations of gamers. Building on this momentum, we aim to develop and scale high-quality, genre-defining games with lasting appeal for gamers of tomorrow.
Other Information
In May 2025, we completed an offering of US$690.0 million in aggregate principal amount of convertible senior notes due 2030 (the "Notes Offering"), with an interest rate of 0.625% per year. We planned to use the net proceeds from the Notes Offering for enhancing our content ecosystem, improving our overall monetization efficiency, funding the Concurrent Repurchase (as defined below), funding future repurchases (from time to time) under our share repurchase program, and for other general corporate purposes. We raised total net proceeds of approximately US$678.1 million from the Notes Offering, after deducting the initial purchasers' commissions and expenses.
We also concurrently repurchased 5,588,140 Class Z Ordinary Shares (each represented by one ADS) for an aggregate amount of HK$782.9 million (US$100.0 million as translated on the date of the Notes Offering) (the "Concurrent Repurchase") pursuant to our existing share repurchase program. All of the Class Z Ordinary Shares repurchased under the Concurrent Repurchase have been cancelled as of the end of the second quarter of 2025.
EVENTS AFTER THE REPORTING PERIOD
A total of 2.9 million of the Company's listed securities were repurchased for a total cost of US$68.8 million during the period from January 1, 2026 to the Latest Practicable Date pursuant to the Company's existing US$200 million share repurchase program. This share repurchase program has been completed as of the Latest Practicable Date and a total of 9.9 million of the Company's listed securities were repurchased.
Save as disclosed in this annual report, there were no other significant events that might affect us since the end of the Reporting Period and up to the Latest Practicable Date.
BUSINESS OUTLOOK
We are encouraged by our achievements in 2025. The progress we made this year underscores the strength of our content ecosystem and the vitality of our community. Moving forward in 2026, we will remain focused on supporting high-quality PUGV content and our deeply engaged interest-based community. As our user base continues to mature and gain purchasing power, Bilibili is evolving alongside this generation, positioning our platform to capture more of their lifelong value. We believe this ongoing structural progression will increasingly strengthen both our long-term influence and monetization potential.
Concurrently, advancements in AI are reshaping how content is created, experienced, and monetized, opening massive new opportunities across our platform. In 2026, we will deepen AI integration across our business to reinforce our leadership among China's young generation. With profitability already achieved, we plan to strengthen the flywheel across our user and commercial ecosystems, using AI to amplify our core strengths and drive sustainable growth.
For the Year Ended December 31,
2024 2025
(RMB in thousands)
Net revenues:
Value-added services (VAS)
10,999,137
11,928,286
Advertising
8,189,175
10,058,430
Mobile games
5,610,323
6,394,638
IP derivatives and others
2,032,890
1,966,412
Total net revenues
26,831,525
30,347,766
Cost of revenues
(18,057,562)
(19,233,654)
Gross profit
8,773,963
11,114,112
Operating expenses:
Sales and marketing expenses
(4,401,655)
(4,394,107)
General and administrative expenses
(2,031,063)
(2,062,066)
Research and development expenses
(3,685,214)
(3,533,488)
Total operating expenses
(10,117,932)
(9,989,661)
(Loss)/profit from operations
(1,343,969)
1,124,451
Other (expense)/income:
Investment loss, net (including impairments)
(470,081)
(242,288)
Interest income
434,980
431,847
Interest expense
(89,193)
(150,572)
Exchange losses
(68,715)
(80,172)
Debt extinguishment loss
(38,629)
(2)
Others, net
175,412
124,822
Total other (expense)/income, net
(56,226)
83,635
(Loss)/profit before income tax
(1,400,195)
1,208,086
Income tax benefit/(expense)
36,544
(17,145)
Net (loss)/profit
(1,363,651)
1,190,941
Net loss attributable to noncontrolling interests
16,851
2,590
Net (loss)/profit attributable to the Bilibili Inc's shareholders
(1,346,800)
1,193,531
NET REVENUES
Total net revenues were RMB30.35 billion, representing an increase of 13% from 2024.
Value-added services (VAS)
Revenues from VAS were RMB11.93 billion, representing an increase of 8% from 2024, mainly attributable to increased revenues from other value-added services and premium memberships.
Advertising
Revenues from advertising were RMB10.06 billion, representing an increase of 23% from 2024, mainly attributable to the Company's improved advertising product offerings and enhanced advertising efficiency.
Mobile games
Revenues from mobile games were RMB6.39 billion, representing an increase of 14% from 2024, primarily driven by the full-year contribution of the Company's exclusively licensed game, San Guo: Mou Ding Tian Xia in 2025, and the launch of its in-house developed game, Escape from Duckov in the fourth quarter of 2025.
IP derivatives and others
Revenues from IP derivatives and others were RMB1.97 billion, representing a decrease of 3% from 2024.
COST OF REVENUES
Cost of revenues was RMB19.23 billion, representing an increase of 7% from 2024. Revenue-sharing costs, a key component of cost of revenues, were RMB12.09 billion, representing an increase of 12% from 2024.
GROSS PROFIT
Gross profit was RMB11.11 billion, representing an increase of 27% from 2024, mainly attributable to growth in total net revenues and relatively stable platform operating costs as the Company enhanced its monetization efficiency.
OPERATING EXPENSES
Total operating expenses were RMB9.99 billion, representing a decrease of 1% from 2024.
Sales and marketing expenses
Sales and marketing expenses were RMB4.39 billion, remaining stable compared with 2024.
General and administrative expenses
General and administrative expenses were RMB2.06 billion, remaining stable compared with 2024.
Research and development expenses
Research and development expenses were RMB3.53 billion, representing a decrease of 4% from 2024.
PROFIT/(LOSS) FROM OPERATIONS
Profit from operations was RMB1.12 billion, compared with a loss from operations of RMB1.34 billion in 2024.
ADJUSTED PROFIT/(LOSS) FROM OPERATIONS
Adjusted profit from operations was RMB2.44 billion, compared with an adjusted loss from operations of RMB60.8 million in 2024.
TOTAL OTHER INCOME/(EXPENSE), NET
Total other income was RMB83.6 million, compared with total other expenses of RMB56.2 million in 2024.
INCOME TAX (EXPENSE)/BENEFIT
Income tax expense was RMB17.1 million, compared with income tax benefit of RMB36.5 million in 2024.
NET PROFIT/(LOSS)
Net profit was RMB1.19 billion, compared with a net loss of RMB1.36 billion in 2024.
ADJUSTED NET PROFIT/(LOSS)
Adjusted net profit was RMB2.59 billion, compared with an adjusted net loss of RMB39.0 million in 2024.
LIQUIDITY
The Company had cash and cash equivalents, time deposits and short-term investments of RMB24.15 billion as of December 31, 2025, compared with RMB16.54 billion as of December 31, 2024. The increase was mainly due to the offering of 2030 Notes for a total cash consideration of US$678.1 million.
The Company generated RMB7.15 billion operating cash flow, compared with RMB6.01 billion operating cash flow in 2024.
SIGNIFICANT INVESTMENTS
The Group did not make or hold any significant investments during the year ended December 31, 2025.
MATERIAL ACQUISITIONS AND DISPOSALS
The Group did not have any material acquisitions or disposals of subsidiaries, consolidated affiliated entities, associated companies or joint ventures required to be disclosed during the year ended December 31, 2025.
PLEDGE OF ASSETS
As at December 31, 2025, none of the Group's assets were pledged to secure loans and banking facilities.
GEARING RATIO
As at December 31, 2025, the Company's gearing ratio (i.e. total liabilities divided by total assets, in percentage) was 62.2%, compared with 56.9% as at December 31, 2024.
FUTURE PLANS FOR MATERIAL INVESTMENTS OR CAPITAL ASSETS
As at December 31, 2025, the Group did not have detailed future plans for material investments or capital assets.
FOREIGN EXCHANGE EXPOSURE
A substantial majority of our revenues and costs is denominated in Renminbi. Any significant depreciation of the Renminbi may materially adversely affect the value of, and any dividends payable on, the ADSs in U.S. dollars. For example, when we convert our U.S. dollars denominated funds into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we would receive from the conversion. Conversely, if we decide to convert our Renminbi into U.S. dollars for certain business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount available to us. Very limited hedging options are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to adequately hedge our exposure or at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert Renminbi into foreign currency.
CONTINGENT LIABILITIES
The Company had no material contingent liabilities as at December 31, 2025.
EMPLOYEES AND REMUNERATION
As of December 31, 2025, the Company had a total of 8,423 employees, compared to 8,088 as of December 31, 2024.
The following table sets forth the total number of employees by function:
Function
As at December 31,
2025
Products and technology
3,458
Content audit
2,624
Operations
1,755
Management, sales, finance and administration
586
Total
8,423
As required under PRC regulations, the Company participates in housing funds and various employee social security plans that are organized by applicable local municipal and provincial governments, including housing funds, pension, maternity, medical, work-related injury and unemployment benefit plans, under which we make contributions at specified percentages of the salaries of its employees. We also purchase commercial health and accidental insurance for our employees. Bonuses are generally discretionary and based in part on employee performance and in part on the overall performance of the Group's business. The Company has granted and plans to continue to grant share-based incentive awards to its employees in the future to incentivize their contributions to its growth and development.
PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S LISTED SECURITIES
Pursuant to the Company's two-year US$200 million share repurchase program, which was approved by the Board of Directors in November 2024, a total of 6.2 million of the Company's listed securities were repurchased for a total cost of US$114.8 million during the Reporting Period, with the remaining amount being approximately US$68.8 million as of December 31, 2025.
Save as disclosed in this annual report, including the Concurrent Repurchase, neither the Company nor any of its subsidiaries and consolidated affiliated entities had purchased, sold or redeemed any of the Company's listed securities (including sale of treasury shares) during the Reporting Period. As at December 31, 2025, the Company did not hold any treasury shares.
The Board is pleased to present this Directors' report together with the consolidated financial statements of the Group for the year ended December 31, 2025.
DIRECTORS
The Directors who held office during the Reporting Period and up to the date of this annual report are:
Directors
Rui Chen (Chairman and Chief Executive Officer)
Ni Li (Vice Chairwoman and Chief Operating Officer)
Yi Xu
Independent Directors
JP Gan Eric He Feng Li Guoqi Ding
Biographical details of the Directors are set out in the section headed "Directors and Senior Management" on pages 38 to 41 of this annual report.
GENERAL INFORMATION
The Company was incorporated in the Cayman Islands on December 23, 2013, as an exempted company with limited liability under the Companies Law of the Cayman Islands. The securities of the Company are dual-primary listed on Nasdaq and the Stock Exchange.
PRINCIPAL ACTIVITIES
The principal activity of the Company is investment holding. The principal businesses of the Company's subsidiaries are the operation of providing online entertainment services to users in China. Analysis of the principal activities of the Group during the Reporting Period is set out in Note 1 to the consolidated financial statements.
BUSINESS REVIEW
A business review of the Group, as required by Schedule 5 to the Companies Ordinance, including a fair review of the Company's business, an analysis of the Group's financial performance and the Group's key relationships with its stakeholders who have a significant impact on the Group and on which the Group's success depends, is set out in the "Business review and outlook" and "Management discussion and analysis" on pages 5 to 13 of this annual report. These discussions form part of this Directors' report. Events affecting the Company that have occurred since the end of the financial year are set out in "Events after the Reporting Period" in "Business review and outlook".
PRINCIPAL RISKS AND UNCERTAINTIES
Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows, and prospects. The following list is a summary of certain principal risks and uncertainties facing the Group, some of which are beyond its control. Further details of risks and uncertainties facing the Group are set out in the section headed "Risk factors" in the Prospectus and the Form 20-F for the fiscal year ended December 31, 2025 filed with the SEC.
Risks related to our business and industry
We operate in a fast-evolving industry. We cannot guarantee that we will successfully implement our commercialization strategies or develop new ones, or generate sustainable revenues and profit.
We incurred net losses in the past and we may not be able to maintain profitability in the future.
If we fail to anticipate user preferences and provide products and services to attract and retain users, or if we fail to keep up with rapid changes in technologies and their impact on user behavior, we may not be able to attract sufficient user traffic to remain competitive, and our business and prospects may be materially and adversely affected.
Our business depends on our ability to provide users with interesting and useful content, which in turn depends on the content contributed by the content creators on our platform.
Our business generates and processes a large amount of data, and we are required to comply with PRC and other applicable laws relating to privacy and cybersecurity. The improper use or disclosure of data could have a material and adverse effect on our business and prospects.
Any compromise of the cybersecurity of our platform could materially and adversely affect our business, operations and reputation.
Any increases in the content costs on our platform may have an adverse effect on our business, financial condition and results of operations.
If the content contained within videos, live broadcasting, games, audios and other content formats on our platform is deemed to violate any PRC laws or regulations, our business, financial condition and results of operations may be materially and adversely affected.
If the content contained within videos, live broadcasting, games, audios and other content formats on our platform is considered inappropriate or offensive, our business, financial condition and results of operations may be materially and adversely affected.
Risks related to our corporate structure
Bilibili Inc. is a Cayman Islands holding company conducting our operations primarily through its PRC subsidiaries, the VIEs and their subsidiaries in mainland China; we have no equity ownership in the VIEs and their subsidiaries. Holders of our Class Z Ordinary Shares or the ADSs hold equity interest in Bilibili Inc., our Cayman Islands holding company, and do not have direct or indirect equity interests in the VIEs and their subsidiaries. If the PRC government finds that the agreements that establish the structure for operating our business in mainland China do not comply with PRC laws and regulations, or if these regulations or their interpretations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations. Bilibili, its PRC subsidiaries and the VIEs, and investors of Bilibili face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with the VIEs and, consequently, significantly affect the financial performance of the VIEs and our Company as a whole.
Risks related to doing business in China
The PRC government's significant authority in regulating our operations and its oversight and control over offerings conducted overseas by, and foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. Implementation of industry-wide regulations in this nature may cause the value of such securities to significantly decline. Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and us.
We face uncertainties with respect to the interpretation and implementation of the Anti-Monopoly Guidelines for the Internet Platform Economy Sector and other anti-monopoly and competition laws and how it may impact our business operations.
The PCAOB had historically been unable to inspect our auditor in relation to their audit work and the inability of the PCAOB to conduct inspections of the auditor in the past had deprived our investors of the benefits of such inspections.
Our ADSs may be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, or the HFCAA, in the future if the PCAOB is unable to inspect and investigate completely auditors located in China. The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.
The approval of, or report and filings with the China Securities Regulatory Commission or other PRC government authorities may be required in connection with our offshore offerings under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing and report process.
Regulation and censorship of information disseminated over the mobile and internet in mainland China may adversely affect our business and subject us to liability for content posted on our platform.
Risks Related to Our Listed Securities
The trading prices of our listed securities have been and are likely to continue to be volatile, regardless of our operating performance, which could result in substantial losses to our investors.
ENVIRONMENTAL POLICIES AND PERFORMANCE
We are committed to fulfilling social responsibility, promoting employee benefits and development, protecting the environment, giving back to community and achieving sustainable growth. Details of such are set out in the Company's environmental, social and governance report for the year ended December 31, 2025 (the "Environmental, Social and Governance Report").
COMPLIANCE WITH RELEVANT LAWS AND REGULATIONS
Save as disclosed in the Prospectus and the Environmental, Social and Governance Report, the Company has complied with the relevant laws and regulations that had a significant impact on the operations of the Group during the Reporting Period.
CONTINUING CONNECTED TRANSACTIONS
Contractual Arrangements
Background of the Contractual Arrangements
We are an iconic brand and a leading video community for young generations in China and cover a wide array of content categories and diverse video consumption scenarios, including videos, value-added services and mobile games. Further details are set out in the "Business" section of the Prospectus. We are considered to be engaged in the provision of internet audio-visual program services, radio and television program production and operation business, value-added telecommunications services, production of audio-visual products and/or electronic publications, and internet culture business (the "Relevant Business") as a result of the operations of our business. During the Reporting Period, we conducted the Relevant Business through Shanghai Kuanyu, Hode Information Technology, Chaodian Culture and its subsidiaries, including, Sharejoy Network, Shanghai Hehehe, and Shanghai Anime Tamashi. Pursuant to applicable PRC laws and regulations, foreign investors are prohibited from holding equity interest in an entity conducting internet audio-visual program services, radio and television program production and operation business, production of audio-visual products and/or electronic publications, and internet culture business and are restricted to conduct value-added telecommunications services (except for electronic commerce, domestic multi-party communication, store-and-forward, and call center).
A summary of our business that is subject to foreign investment prohibition and restriction in accordance with the Negative List (2024) is set out below:
Categories
Our Business
Prohibited
Internet audio-visual program services
The principal business of Shanghai Kuanyu involves video and audio content operation, which falls within the scope of internet audiovisual program services (網絡視聽節目服務) under the Administrative Regulations on Internet Audio-Visual Program Service. Shanghai Kuanyu holds a License for Online Transmission of Audio-Visual Programs. According to the Negative List (2024), foreign investors are prohibited from holding equity interests in any enterprise engaging in internet audio-visual program services.
Prohibited
Radio and television program production and operation business
The principal business of Shanghai Kuanyu, Hode Information Technology and Chaodian Culture involves video and audio content operation, which falls within the scope of radio and television program production and operation business (廣播電視節目製作經營業務) under the Regulations on the Administration of Production of Radio and Television Programs. Each of Shanghai Kuanyu, Hode Information Technology and Chaodian Culture holds a License for Production and Operation of Radio and Television Programs. According to the Negative List (2024), foreign investors are prohibited from holding equity interests in any enterprise engaging in radio and television program production and operation business.
Prohibited
Internet cultural business
The principal business of Shanghai Kuanyu, Hode Information Technology, Shanghai Anime Tamashi, Sharejoy Network, and Shanghai Hehehe involves video and audio content distribution and/or comics distribution and/or online game distribution, which falls within the scope of internet cultural business (互聯網 文化活動) under the Provisional Measures on Administration of Internet Culture. Each of Shanghai Kuanyu, Hode Information Technology, Shanghai Anime Tamashi, Sharejoy Network and Shanghai Hehehe currently continues to hold an Online Culture Operating Permit. According to the Negative List (2024), foreign investors are prohibited from holding equity interests in any enterprise engaging in internet cultural business (except for music).
Restricted
The video and audio content operation and online game operations of Shanghai
Value-added telecommunications
Kuanyu, Hode Information Technology, Sharejoy Network and Shanghai
services business
Hehehe involve internet information services, which falls within the scope of
"value-added telecommunications services" under the Telecommunications
Regulations. According to the applicable PRC laws and regulations, foreign
investors are not allowed to hold more than 50% equity interests in any
enterprise conducting such business (except for electronic commerce,
domestic multi-party communication, store-and-forward and call center). Each
of Shanghai Kuanyu, Hode Information Technology, Sharejoy Network and
Shanghai Hehehe hold an ICP License for the provision of internet information
services. As advised by the PRC Legal Adviser, since each of Shanghai
Kuanyu, Hode Information Technology, Sharejoy Network and Shanghai
Hehehe engages in one or more prohibited businesses, foreign investors are
prohibited from holding equity interests in each of these entities.
As advised by our PRC Legal Adviser, while the business of video and audio content operation and online game operation fall within the scope of "value-added telecommunication service" under the Telecommunications Regulations, where foreign investors are not allowed to hold more than 50% equity interests in any enterprise conducting such business, each of the VIEs conducting video and audio content operation or online game operation, which also falls within the scope of internet audio-visual program services and/or radio and television program production and operation business and/or production of audio-visual products and/or electronic publications and/or internet cultural business, must hold the License for Online Transmission of Audio-Visual Programs and/or License for Production and Operation of Radio and Television Programs and/or Permit for Production of Audio-visual Products and/or Online Culture Operating Permit, which are prohibited to be held by any foreign invested companies, to conduct video and audio content operation and online game operation.
As a result of the foregoing, a series of Contractual Arrangements have been entered into by Shanghai Kuanyu, Hode Shanghai and the sole shareholder of Shanghai Kuanyu, Mr. Rui Chen, another series of Contractual Arrangements by Hode Information Technology, Hode Shanghai and the shareholders of Hode Information Technology, namely, Mr. Rui Chen, Ms. Ni Li and Mr. Yi Xu (the "Registered Shareholders"), and another series of Contractual Arrangements have been entered into by Chaodian Technology, with Chaodian Culture and its individual shareholders (including the Registered Shareholders) through which we have obtained control over the operations of, and enjoy all economic benefits of, the VIEs since 2014 and 2019, respectively.
During the Reporting Period, revenues contributed by the VIEs were RMB19,679.6 million (2024: RMB18,310.6 million), which accounted for approximately 64.8% (2024: 68.2%) of the Group's revenues. Total assets contributed by the VIEs were RMB11,428.3 million (2024: RMB10,635.5 million), which accounted for approximately 27.8% (2024: 32.5%) of the Group's total assets.
The VIEs also operate several ancillary businesses that are fully integrated with its online platform but are not, on their own, subject to foreign investment restrictions. These include (i) the operation of e-commerce platform business through Bilibili Merchandise which provides ancillary services to the content offerings in the Company's main website and mobile application (the "Bilibili Merchandise Business"); and (ii) the development, procurement and sales of ACG related merchandise (the "ACG-Related Merchandise Business"). Further details of the Bilibili Merchandise Business and the ACG-Related Merchandise Business, including details about the operation of the businesses and why such businesses need to remain VIE structure, are set out in the section headed "Contractual Arrangements" in the Prospectus.
Based on the above and as set out in the section headed "Contractual Arrangements" in the Prospectus, we believe that the Contractual Arrangements are narrowly tailored to minimize the potential conflict with relevant PRC laws and regulations.
Risks relating to the Contractual Arrangements and actions taken to mitigate the risks
If the PRC government finds that the agreements that establish the structure for operating our businesses in mainland China do not comply with PRC regulations on foreign investment in internet and other related businesses, or if these regulations or their interpretation change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.
We rely on contractual arrangements with the VIEs and their shareholders for our operations in mainland China, which may not be as effective in providing operational control as direct ownership.
We may lose the ability to use and enjoy assets held by the VIEs and their subsidiaries that are important to our business if the VIEs and their subsidiaries declare bankruptcy or become subject to a dissolution or liquidation proceeding.
Contractual arrangements we have entered into with the VIEs may be subject to scrutiny by the PRC tax authorities. A finding that we owe additional taxes could negatively affect our financial condition and the value of your investment.
If the chops of our PRC subsidiaries, the VIEs and their subsidiaries, are not kept safely, are stolen or are used by unauthorized persons or for unauthorized purposes, the corporate governance of these entities could be severely and adversely compromised.
The shareholders of the VIEs may have potential conflicts of interest with us, which may materially and adversely affect our business.
We may rely on dividends paid by our PRC subsidiaries to fund cash and financing requirements. Any limitation on the ability of our PRC subsidiaries to pay dividends to us could have a material adverse effect on our ability to conduct our business and to pay dividends to our shareholders and ADS holders.
Divestitures of businesses and assets may have a material and adverse effect on our business and financial condition.
The structuring and implementation of the Contractual Arrangements, including the detailed terms of the Contractual Arrangements, as discussed in this annual report, are designed to mitigate these risks.
Summary of the Material Terms of the Contractual Arrangements
A description of each of the specific agreements that comprise the Contractual Arrangements is set out below.
Exclusive Business Cooperation Agreements
Shanghai Kuanyu and Hode Shanghai entered into an exclusive business cooperation agreement on December 23, 2020, pursuant to which Shanghai Kuanyu agreed to engage Hode Shanghai as its exclusive service provider of comprehensive business support, technical services and consultation services, including but not limited to the following services:
research and development on relevant technologies required for Shanghai Kuanyu's business;
technical application and implementation in relation to Shanghai Kuanyu's business operations;
technical services including advertising design solutions, software design, page production, and management consulting advice in relation to Shanghai Kuanyu's advertising business operations;
daily maintenance, monitoring, debugging and troubleshooting of computer network equipment;
consultancy services for the procurement of relevant equipment and software and hardware systems required by Shanghai Kuanyu to carry out its network operations;
providing appropriate training and technical support and assistance to Shanghai Kuanyu's employees;
giving advice and solutions to technical questions raised by Shanghai Kuanyu; and
other relevant services requested by Shanghai Kuanyu from time to time to the extent permitted under PRC laws and regulations.
Pursuant to the exclusive business cooperation agreement, the service fee shall be equivalent to the total consolidated net profit of Shanghai Kuanyu of each financial year, after offsetting the prior year loss (if any), costs, expenses, taxes and other statutory contributions incurred in the corresponding financial year. Notwithstanding the foregoing, Hode Shanghai shall have the right to adjust the level of the service fee based on (a) the complexity of the services provided; (b) the time required for providing the services; (c) the content and commercial value of the services provided; and (d) the market price of the same type of services. Shanghai Kuanyu has agreed to pay the service fee to the bank account designated by Hode Shanghai within five (5) business days after Hode Shanghai issues the payment notice, as amended by Hode Shanghai from time to time. In addition, pursuant to
the exclusive business cooperation agreement, without the prior written approval from Hode Shanghai, Shanghai Kuanyu shall not, and/or shall procure the other consolidated affiliated entities not to, enter into any transactions (save as those transactions entered into in the ordinary course of business) that may materially affect its assets, obligations, rights or operation, including but not limited to:
the sale, transfer, mortgage or otherwise dispose of any assets (except for those of value less than RMB1 million in the ordinary course of business of the consolidated affiliated entities), business, management right or beneficial interest of income or create any security interest on any assets, including but not limited to any mortgage, pledge, share options or other guarantee arrangements;
the provision of any guarantee or any fees to third parties or the occurrence of any indebtedness (except for those reasonable costs incurred in the ordinary course of business);
the entering into of any material contracts (except for those where contract amount is less than RMB1 million and those which are entered into within the ordinary course of business of the consolidated affiliated entities between Shanghai Kuanyu and Hode Shanghai and its related parties);
any merger, acquisition, restructuring or liquidation; and
cause any conflict of interest between Shanghai Kuanyu and Hode Shanghai as well as its shareholders.
The exclusive business cooperation agreement also provides that Hode Shanghai has the exclusive proprietary rights in any and all intellectual property rights developed or created by the consolidated affiliated entities during the performance of the exclusive business cooperation agreement. Our Directors consider that the above arrangements will ensure the economic benefits generated from the operations of the consolidated affiliated entities will flow to Hode Shanghai and hence, the Group as a whole. The exclusive business cooperation agreement has an indefinite term commencing from December 23, 2020, being the date of the exclusive business cooperation agreement. The exclusive business cooperation agreement may be terminated by Hode Shanghai (i) by giving Shanghai Kuanyu a thirty (30) days' prior written notice of termination; (ii) upon the transfer of the entire equity interests in or the transfer of all assets of Shanghai Kuanyu to Hode Shanghai or its designated person pursuant to the exclusive option agreement; (iii) when Shanghai Kuanyu ceases to operate any business, becomes insolvency, bankruptcy or subject to liquidation or dissolution procedures; (iv) when it is legally permissible for Hode Shanghai to hold equity interests directly in Shanghai Kuanyu and Hode Shanghai or its designated person is registered to be the shareholder of Shanghai Kuanyu; or (v) Shanghai Kuanyu breaches the exclusive business cooperation agreement. Shanghai Kuanyu is not contractually entitled to unilaterally terminate the exclusive business cooperation agreement with Hode Shanghai unless otherwise required by PRC laws and regulations.
On December 23, 2020, Hode Shanghai and Hode Information Technology entered into an exclusive business cooperation agreement, which contains terms substantially similar to the exclusive business cooperation agreement described above.
On September 30, 2020, Chaodian Technology and Chaodian Culture entered into an exclusive business cooperation agreement, which contains terms substantially similar to the exclusive business cooperation agreement described above.
Exclusive Option Agreements
Hode Shanghai, Shanghai Kuanyu and Mr. Rui Chen, the shareholder of Shanghai Kuanyu, entered into an exclusive option agreement on December 23, 2020, pursuant to which Mr. Rui Chen granted irrevocably to Hode Shanghai the rights to require Mr. Rui Chen to transfer any or all his equity interests and to require Shanghai Kuanyu to transfer any or all of its assets to Hode Shanghai and/or a third party designated by it, in whole or in part at any time and from time to time, at a minimum purchase price permitted under PRC laws and regulations. If not explicitly specified in PRC laws and regulations or required by the relevant government authority, the transfer price shall be free or the nominal price. Mr. Rui Chen has also undertaken that, subject to the relevant PRC laws and regulations, he will return to Hode Shanghai any consideration he receives in the event that Hode Shanghai exercises the options under the exclusive option agreement to acquire the equity interests and/or assets in Shanghai Kuanyu.
Pursuant to the exclusive option agreement, Mr. Rui Chen and Shanghai Kuanyu have undertaken to perform certain acts or refrain from performing certain other acts unless they have obtained prior approval from Hode Shanghai, including, but not limited to, the following matters:
Shanghai Kuanyu shall not in any manner supplement, change or alter its constitutional documents or increase or decrease its registered capital or change the structure of its registered capital in other manner;
Shanghai Kuanyu shall prudently and effectively operate its business and transactions in accordance with the good financial and business standards;
Shanghai Kuanyu shall not sell, transfer, mortgage or otherwise dispose of any assets, business, legal or beneficial interest of its income or allow any guarantee or security to be created on its assets except for those of value less than RMB1 million required for normal business operations;
Shanghai Kuanyu shall not incur, inherit, guarantee or allow any indebtedness other than those having been disclosed to and consented by Hode Shanghai in writing or those made during the ordinary course of its business;
Shanghai Kuanyu shall not enter into any material contracts with an amount more than RMB1 million without Hode Shanghai's prior written consent, except the contracts executed in the ordinary course of business or contracts entered between Shanghai Kuanyu and the Company (or any of our subsidiaries);
Shanghai Kuanyu shall operate its business in order to maintain its asset value or not allow any acts or omission which adversely affects its business or assets value;
Shanghai Kuanyu shall immediately inform Hode Shanghai if its assets or business involved in any disputes, litigations, arbitrations or administrative proceedings;
Shanghai Kuanyu shall not distribute any dividend to its shareholder without Hode Shanghai's written consent. To the extent permitted under the relevant PRC laws and regulations, Mr. Rui Chen shall inform and transfer all distributable receivable by him to Hode Shanghai as soon as possible after receiving such interests;
Shanghai Kuanyu and its affiliates shall provide its operation and financial information to Hode Shanghai or its designated person upon Hode Shanghai's request;
Shanghai Kuanyu shall not separate, or merge, or enter into joint operation agreements with other entities, or acquire or be acquired by other entities, or invest in any entities without Hode Shanghai's written consent;
Shanghai Kuanyu shall sign all necessary and appropriate documents, take all necessary and proper acts, bring up all necessary and proper requests, or raise necessary and proper defenses against claims to maintain Shanghai Kuanyu and its affiliates' ownership for all the assets;
if Mr. Rui Chen or Shanghai Kuanyu fails to perform the tax obligations under applicable laws and results in obstacles for Hode Shanghai to exercise its exclusive option right, Shanghai Kuanyu or Mr. Rui Chen shall pay the taxes or pay the same amount to Hode Shanghai so Hode Shanghai may pay the taxes instead; and
Shanghai Kuanyu shall take all necessary and proper acts to ensure that all government permits, licenses, authorizations, and approvals required by Shanghai Kuanyu and its affiliates to conduct their businesses are valid and make all necessary changes as required by the relevant PRC laws and regulations.
The exclusive option agreement has an indefinite term commencing from December 23, 2020, being the date of the exclusive option agreement, until it is terminated (i) by Hode Shanghai through giving Shanghai Kuanyu and Mr. Rui Chen a prior written notice of termination; or (ii) upon the transfer of the entire equity interests held by Mr. Rui Chen and/or the transfer of all the assets of Shanghai Kuanyu to Hode Shanghai or its designated person and the completion of registration with the relevant local branch of the State Administration for Market Regulation. Neither Shanghai Kuanyu nor Mr. Rui Chen is contractually entitled to terminate the exclusive option agreement unless otherwise required by PRC laws and regulations.
On December 23, 2020, Hode Shanghai, Hode Information Technology and each of the shareholders of Hode Information Technology entered into an exclusive option agreement, which contains terms substantially similar to the exclusive option agreement described above.
On September 30, 2020, Chaodian Technology, Chaodian Culture and each of the individual shareholders of Chaodian Culture entered into an exclusive option agreement, which contains terms substantially similar to the exclusive option agreement described above.
Equity Pledge Agreements
Hode Shanghai, Shanghai Kuanyu and Mr. Rui Chen entered into an equity pledge agreement on August 24, 2021, pursuant to which Mr. Rui Chen agreed to pledge all of his equity interests in Shanghai Kuanyu to Hode Shanghai as a security interest to guarantee the performance of contractual obligations and the payment of outstanding debts under the Contractual Arrangements.
Under the equity pledge agreement, Shanghai Kuanyu and Mr. Rui Chen represent and warrant to Hode Shanghai that appropriate arrangements have been made to protect Hode Shanghai's interests in the event of death, restricted capacity or incapacity, divorce of Mr. Rui Chen or any other event which causes his inability to exercise his rights as a shareholder of Shanghai Kuanyu to avoid any practical difficulties in enforcing the equity pledge agreement and shall procure or use its reasonable efforts to procure any successors of Mr. Rui Chen to comply with the same undertakings as if they were parties to the equity pledge agreement. If Shanghai Kuanyu declares any dividend during the term of the pledge, Hode Shanghai is entitled to receive all such dividends, bonus issue or other income arising from the pledged equity interests, if any. If Mr. Rui Chen or Shanghai Kuanyu breaches or fails to fulfill the obligations under any of the aforementioned agreements, Hode Shanghai, as the pledgee, will be entitled to escrow of the pledged equity interests, entirely or partially. In addition, pursuant to the equity pledge agreement, Mr. Rui Chen has undertaken to Hode Shanghai, among other things, not to transfer his equity interests in Shanghai Kuanyu and not to create or allow any pledge thereon that may affect the rights and interest of Hode Shanghai without its prior written consent.
The equity pledge under the equity pledge agreement takes effect upon the completion of registration with the relevant local branch of the State Administration for Market Regulation and shall remain valid until (i) all the obligations under the Contractual Arrangements have been fulfilled; (ii) Mr. Rui Chen has transferred all of his equity interests in Shanghai Kuanyu in accordance with the exclusive option agreement and Hode Shanghai can legally conduct the businesses held by Shanghai Kuanyu; (iii) Shanghai Kuanyu has transferred all of its assets in accordance with the exclusive option agreement and Hode Shanghai can legally conduct the businesses held by Shanghai Kuanyu; (iv) the equity pledge agreement has been unilaterally terminated by Hode Shanghai; or (v) all of it is terminated as required by applicable PRC laws and regulations.
The registration of the equity pledge agreement as required by the relevant laws and regulations has been completed in accordance with the terms of the equity pledge agreement and PRC laws and regulations.
On December 23, 2020, Hode Shanghai, Hode Information Technology and each of the shareholders of Hode Information Technology entered into an equity pledge agreement, which contains terms substantially similar to the equity pledge agreement described above.
On September 30, 2020, Chaodian Technology, Chaodian Culture and each of the individual shareholders of Chaodian Culture entered into an equity pledge agreement, which contains terms substantially similar to the equity pledge agreement described above.
Powers of Attorney
Mr. Rui Chen executed a power of attorney on August 24, 2021, pursuant to which, Mr. Rui Chen irrevocably appoints Hode Shanghai or its designated person (including but not limited to directors and their successors and liquidators replacing the directors but excluding those non-independent or who may give rise to conflict of interests), as his attorney-in-fact to exercise such shareholder's rights in Shanghai Kuanyu, including without limitation to, the rights to (i) convene and participate in shareholders' meetings pursuant to the articles of Shanghai Kuanyu in the capacity of a proxy of Mr. Rui Chen; (ii) exercise the voting rights pursuant to the relevant PRC laws and regulations and the articles of Shanghai Kuanyu, on behalf of Mr. Rui Chen, and adopt resolutions, on matters to be discussed and resolved at shareholders' meetings and the appointment and election of directors of Shanghai Kuanyu, and manage the company and exercise the rights of Mr. Rui Chen in the event of liquidation of Shanghai Kuanyu; (iii) sign or submit any required document to any company registry or other authorities in the capacity of a proxy of Mr. Rui Chen; (iv) to nominate, elect, designate or appoint and remove the legal representative, directors, supervisors and other senior officers of Shanghai Kuanyu pursuant to the articles of association of Shanghai Kuanyu; (v) to raise lawsuits or other legal proceedings against the directors, supervisors and senior officers of Shanghai Kuanyu when their behaviors harm the interest of its shareholders;
(vi) to sign and execute any related documents including but not limited to share transfer agreement, asset transfer agreement and board resolutions when Mr. Rui Chen exercises his right to transfer his equity in Shanghai Kuanyu in accordance with exclusive option agreement; and (vii) to instruct the directors and senior officers to act in accordance with our attention.
Mr. Rui Chen has undertaken that he will refrain from any action or omission that may cause any conflict of interest between himself and Hode Shanghai or its shareholders.
The powers of attorney has an indefinite term commencing from August 24, 2021 and will be terminated in the event that (i) the power of attorney is unilaterally terminated by Hode Shanghai; or (ii) it is legally permissible for Hode Shanghai, the Company or any of our subsidiaries to hold equity interests directly or indirectly in Shanghai Kuanyu and Hode Shanghai or its designated person is registered to be the sole shareholder of Shanghai Kuanyu.
On December 23, 2020, each of the shareholders of Hode Information Technology executed a power of attorney, which contains terms substantially similar to the power of attorney executed by Mr. Rui Chen as described above.
On September 30, 2020, each of the individual shareholders of Chaodian Culture executed a power of attorney, which contains terms substantially similar to the power of attorney executed by Mr. Rui Chen as described above.
Further details of the Contractual Arrangements are set out in the Prospectus and the announcement of the Company dated May 2, 2022.
Continuing Connected Transactions with Tencent
Background
The Company entered into the Payment Services Agreement, the Cloud Services Agreement and the Collaboration Agreements on November 14, 2024 with associates of Tencent, respectively, all with terms commencing from January 1, 2025 and extending through December 31, 2027. Additional details regarding these agreements are provided in the Company's announcement dated November 14, 2024.
The Company entered into the Comprehensive Cooperation Framework Agreement (together with the Payment Services Agreement, the Cloud Services Agreement and the Collaboration Agreements, the "CCT Agreements") on January 26, 2023 with an associate of Tencent, which shall terminate on January 1, 2026. To facilitate transactions of a similar nature, on November 20, 2025, the Company entered into the New Comprehensive Cooperation Framework Agreement with an associate of Tencent with a term commencing from January 1, 2026 (i.e. after the Reporting Period) and extending through December 31, 2028. Additional details regarding the New Comprehensive Cooperation Framework Agreement are provided in the Company's announcement dated November 20, 2025.
Tencent is one of the substantial Shareholders of the Company. Accordingly, pursuant to Chapter 14A of the Listing Rules, Tencent and its associates are connected persons of the Company and the CCT Agreements and the transactions contemplated thereunder constitute continuing connected transactions of the Company. Further details of the CCT Agreements and the transactions thereunder conducted during the Reporting Period are set out below.
Payment Services Agreement
The Company and Tencent Computer (for itself and on behalf of the Tencent Computer Group) entered into the Payment Services Agreement, pursuant to which the Tencent Computer Group provides the Company with payment services through its payment channels so as to enable its users to conduct online transactions and the Company will pay service fees to the Tencent Computer Group in respect of such services.
The term of the Payment Services Agreement is from January 1, 2025 until December 31, 2027, subject to renewal upon the mutual agreement of the parties and compliance with the Listing Rules.
The annual cap for the service fees payable by the Group to the Tencent Computer Group under the Payment Services Agreement for the year ended December 31, 2025 is RMB83.0 million, while the actual transaction amount for the year ended December 31, 2025 is RMB70.4 million.
Cloud Services Agreement
The Company and Tencent Computer (for itself and on behalf of the Tencent Computer Group) entered into the Cloud Services Agreement, pursuant to which the Tencent Computer Group provides cloud services and other technical services to the Company for service fees. Cloud services and other technical services include but are not limited to the provision of content delivery network services, cloud services, cloud storage, border gateway protocol, agile product development management platform, performance testing, cloud security and technical support related to cloud services, game testing and product testing services.
The term of the Cloud Services Agreement is from January 1, 2025 until December 31, 2027, subject to renewal upon the mutual agreement of the parties and compliance with the Listing Rules.
The annual cap for the service fees payable by the Group to the Tencent Computer Group under the Cloud Services Agreement for the year ended December 31, 2025 is RMB348.6 million, while the actual transaction amount for the year ended December 31, 2025 is RMB336.8 million.
Collaboration Agreements
The Company and each of Tencent Computer (for itself and on behalf of the Tencent Computer Group), Douyu, Tianwen Kadokawa, TME Tech Shenzhen (for itself and on behalf of the TME Group), Shanghai Yueting (for itself and on behalf of the China Literature Group), Guangzhou Huya (for itself and on behalf of the Huya Group), TJ Sports and Guangzhou Baiman entered into the Collaboration Agreements in relation to IP related collaborations and licensing, product distribution, promotion collaboration, game collaboration, content production collaboration and offline exhibitions.
The term of the each of the Collaboration Agreements is from January 1, 2025 until December 31, 2027, subject to renewal upon the mutual agreement of the parties and compliance with the Listing Rules.
The annual cap for the costs incurred by the Company under the Collaboration Agreements for the year ended December 31, 2025 is RMB695.5 million, while the actual transaction amount for the year ended December 31, 2025 is RMB343.4 million. The annual cap for the income generated by the Company from the connected persons under the Collaboration Agreements for the year ended December 31, 2025 is RMB285.6 million while the actual transaction amount for the year ended December 31, 2025 is RMB208.1 million.
Further information about the Payment Services Agreement, the Cloud Services Agreement, the Collaboration Agreements is set out in the announcement of the Company dated November 14, 2024.
Comprehensive Cooperation Framework Agreement
The Company and Jinjiang Original entered into the Comprehensive Cooperation Framework Agreement in relation to IP related collaborations, including but not limited to the Group acquiring the copyrights of various works (including literature works) and using such copyrights for specified purposes (including but not limited to adaptation, information network dissemination, advertisement and distribution).
The term of the Comprehensive Cooperation Framework Agreement is from January 26, 2023 to January 1, 2026.
The annual cap for the costs incurred by the Group under the Comprehensive Cooperation Framework Agreement for the year ended December 31, 2025 is RMB40.0 million, while the actual transaction amount for the year ended December 31, 2025 is RMB29.6 million.
Further information about the Comprehensive Cooperation Framework Agreement is set out in the announcement of the Company dated January 26, 2023. To facilitate transactions of a similar nature, on November 20, 2025, the Company entered into the New Comprehensive Cooperation Framework Agreement with an associate of Tencent with a term commencing from January 1, 2026 (i.e. after the Reporting Period) and extending through December 31, 2028. Additional details regarding the New Comprehensive Cooperation Framework Agreement are provided in the Company's announcement dated November 20, 2025.
During the year ended December 31, 2025, save as disclosed in this annual report, no related party transaction disclosed in Note 22 to the consolidated financial statements falls under the definition of "connected transaction" or "continuing connected transaction" in Chapter 14A of the Listing Rules for which disclosure is required, and the Company has complied with the applicable disclosure requirements in Chapter 14A of the Listing Rules.
Confirmation from independent Directors
The Company's independent Directors have reviewed the above continuing connected transactions and confirmed that:
the Contractual Arrangements carried out during the year have been entered into in accordance with the relevant provisions of the Contractual Arrangements;
in respect of the Contractual Arrangements, no dividends or other distributions have been made by the Onshore Holdcos to the holders of its equity interests which are not otherwise subsequently assigned or transferred to the Group during the Reporting Period;
in respect of the Contractual Arrangements, no new contracts were entered into, renewed or reproduced between the Group and the Consolidated Affiliated Entities during the Reporting Period other than the ones disclosed above;
each of the Contractual Arrangements and the CCT Agreements has been entered into in the ordinary and usual course of business of the Group;
each of the Contractual Arrangements and the CCT Agreements has been entered into on normal commercial terms or better; and
each of the Contractual Arrangements and the CCT Agreements has been entered into in accordance with the relevant agreement governing them on terms that are fair and reasonable, or advantageous to the Shareholders, and in the interests of the Company and the Shareholders as a whole.
Confirmation from the Company's independent auditor
The Company's auditor was engaged to report on the Group's continuing connected transactions in accordance with Hong Kong Standard on Assurance Engagements 3000 (Revised) "Assurance Engagements Other than Audits or Reviews of Historical Financial Information" and with reference to Practice Note 740 (Revised) "Auditor's Letter on Continuing Connected Transactions under the Hong Kong Listing Rules" issued by the Hong Kong Institute of Certified Public Accountants. The auditor has issued its unmodified letter containing its findings and conclusions in respect of the continuing connected transactions disclosed by the Group on pages 17 to 29 of this annual report in accordance with Rule 14A.56 of the Listing Rules.
The Company's auditor has confirmed in a letter to the Board that, with respect of the aforesaid continuing connected transactions entered into during the Reporting Period:
nothing has come to the auditor's attention that causes the auditor to believe that the disclosed continuing connected transactions have not been approved by the Company's board of directors;
for transactions involving the provision of goods or services by the Group, nothing has come to the auditor's attention that causes the auditor to believe that the transactions were not, in all material respects, in accordance with the pricing policies of the Group;
nothing has come to the auditor's attention that causes the auditor to believe that the transactions were not entered into, in all material respects, in accordance with the relevant agreements governing such transactions;
with respect to the aggregate amount of each of the continuing connected transactions (other than those transactions with the VIEs) set out in the attached list of continuing connected transactions, nothing has come to the auditor's attention that causes the auditor to believe that the disclosed continuing connected transactions have exceeded the annual caps as set by the Company;
with respect to the disclosed continuing connected transactions with the VIEs under the contractual arrangements, nothing has come to the auditor's attention that causes the auditor to believe that dividends or other distributions have been made by the VIEs to the holders of the equity interests of the VIEs which are not otherwise subsequently assigned or transferred to the Group.
WEIGHTED VOTING RIGHTS
The Company is controlled through weighted voting rights. Under the Company's weighted voting rights structure, each Class Y ordinary share entitles the holder to exercise ten votes and each Class Z ordinary share entitles the holder to exercise one vote on all matters that require a shareholder's vote, subject to Rule 8A.24 of the Listing Rules that requires the Reserved Matters to be voted on a one vote per share basis. The Company's weighted voting rights structure enables Mr. Rui Chen, Ms. Ni Li and Mr. Yi Xu, holders of the Class Y Ordinary Shares (the "WVR Beneficiaries"), to exercise voting control over the Company notwithstanding that the WVR Beneficiaries do not hold a majority economic interest in the share capital of the Company. This allows the Company to benefit from the continued vision and leadership of the WVR Beneficiaries.
Shareholders and prospective investors are advised to be aware of the potential risks of investing in companies with a weighted voting rights structure, in particular that the interests of the WVR Beneficiaries may not necessarily always be aligned with those of our Shareholders as a whole, and that the WVR Beneficiaries will be in a position to exert significant influence over the affairs of the Company and the outcome of shareholders' resolutions, irrespective of how other shareholders vote. Prospective investors should make the decision to invest in the Company only after due and careful consideration.
As of December 31, 2025, the WVR Beneficiaries were interested in a total of 79,700,010 Class Y Ordinary Shares, representing a total of 70.4% voting rights in the Company with respect to shareholders' resolutions relating to matters other than the Reserved Matters (excluding 6,115,998 Class Z Ordinary Shares issued and reserved for future issuance upon the exercise or vesting of awards granted under the Company's share incentive plans). Class Y Ordinary Shares may be converted into Class Z Ordinary Shares on a one-to-one ratio. Upon the conversion of the Class Y Ordinary Shares, the Company would redesignate 79,700,010 Class Y Ordinary Shares and reissue the same number of Class Z Ordinary Shares, representing 19.2% of the issued share capital of the Company as of December 31, 2025 (excluding 6,115,998 Class Z Ordinary Shares issued and reserved for future issuance upon the exercise or vesting of awards granted under the Company's share incentive plans).
As of December 31, 2025, Mr. Rui Chen was interested in, and controlled through Vanship Limited, 48,032,802 Class Y Ordinary Shares, representing 42.4% of the voting rights in the Company. Vanship Limited is controlled by a trust of which Mr. Chen and his family members are the beneficiaries. As of December 31, 2025, Ms. Ni Li was interested in, and controlled through Saber Lily Limited, 7,200,000 Class Y Ordinary Shares, representing a total of 6.4% of the voting rights in the Company. Saber Lily Limited is controlled by a trust, and Ms. Li and her family members are the trust's beneficiaries. As of December 31, 2025, Mr. Yi Xu was interested in, and controlled through Kami Sama Limited, 24,467,208 Class Y Ordinary Shares and 2,900,000 Class Z Ordinary Shares, and he held 45,000 Class Z Ordinary Shares in the form of ADSs, representing a total of 21.6% of the voting rights in the Company. Kami Sama Limited is controlled by a trust, and Mr. Xu and his family members are the trust's beneficiaries.
The weighted voting rights attached to the Class Y Ordinary Shares will cease when none of the WVR Beneficiaries has beneficial ownership of any of the Class Y Ordinary Shares, in accordance with Rule 8A.22 of the Listing Rules.
This may occur:
upon the occurrence of any of the circumstances set out in Rule 8A.17 of the Listing Rules, in particular where a WVR Beneficiary is: (1) deceased; (2) no longer a member of our board; (3) deemed by the Stock Exchange to be incapacitated for the purpose of performing such person's duties as a director; or (4) deemed by the Stock Exchange to no longer meet the requirements of a director set out in the Listing Rules;
when a WVR Beneficiary has transferred to another person the beneficial ownership of, or economic interest in, all of the Class Y Ordinary Shares or the voting rights attached to them, other than in the circumstances permitted by Rule 8A.18 of the Listing Rules;
where a vehicle holding Class Y Ordinary Shares on behalf of a WVR Beneficiary no longer complies with Rule 8A.18(2) of the Listing Rules; or
when all of the Class Y Ordinary Shares have been converted to Class Z Ordinary Shares.
The Company confirms that it has, during the Reporting Period, complied with the Corporate Governance Code set out in Appendix C1 to the Listing Rules to the extent required by Chapter 8A of the Listing Rules.
MAJOR CUSTOMERS AND MAJOR SUPPLIERS
During the fiscal year ended December 31, 2025, less than 10% of our total revenue was generated from our five largest customers combined and less than 10% of our total cost of revenues and operating expenses was made from the five largest suppliers combined.
PRE-EMPTIVE RIGHTS
There are no provisions for pre-emptive rights under the laws of the Cayman Islands which would oblige the Company to offer new Shares on a pro-rata basis to the existing Shareholders.
TAX RELIEF AND EXEMPTION OF HOLDERS OF LISTED SECURITIES
The Directors are not aware of any tax relief or exemption available to the Shareholders by reason of their holding of the Company's securities.
SUBSIDIARIES
Particulars of the Company's subsidiaries are set out in Note 1 to the consolidated financial statements.
PROPERTY, PLANT AND EQUIPMENT
Details of property, plant and equipment of the Group for the year ended December 31, 2025 are set out in Note 7 to the consolidated financial statements.
During the Reporting Period, none of the Company's properties was held for development and/or sale or for investment purposes.
SHARE CAPITAL AND SHARES ISSUED
Details of movements in the share capital of the Company for the year ended December 31, 2025 are set out in the Consolidated Statements of Changes in Shareholders' Equity in this annual report.
SUFFICIENCY OF PUBLIC FLOAT
Based on information that is publicly available to the Company and within the knowledge of the Directors, during the Reporting Period and up to the Latest Practicable Date, the Company had maintained the prescribed percentage of public float under the Listing Rules.
DONATION
During the Reporting Period, the Group made charitable donations of RMB3.7 million.
DEBENTURE ISSUED
The Group did not issue any debentures during the Reporting Period.
EQUITY-LINKED AGREEMENTS
Save as disclosed in the sections headed "Share Schemes" and "Repurchase of Convertible Senior Notes" in this annual report, no equity-linked agreement was entered into by the Group or existed during the Reporting Period.
DIVIDEND
The Board did not recommend the distribution of an annual dividend for the fiscal year ended December 31, 2025. There is no arrangement under which a Shareholder has waived or agreed to waive any dividend.
PERMITTED INDEMNITY
Pursuant to Article 154 of the Articles of Association and subject to the applicable laws and regulations, every Director shall be indemnified and secured harmless against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities which they or any of them incurred or sustained, other than by reason of such Director's own dishonesty, wilful default or fraud, in or about the conduct of the Company's business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of such person's duties, powers, authorities or discretions. A permitted indemnity provision (as defined in section 469 of the Companies Ordinance) for the benefit of the Directors was in force during the Reporting Period.
RESERVES
Details of movements in the reserves of the Group and the Company during the fiscal year ended December 31, 2025 are set out in the Consolidated Statements of Changes in Shareholders' Equity on page 91 and in Note 2(aa) to the consolidated financial statements, respectively.
As of December 31, 2025, the Company did not have any distributable reserves.
LOANS AND BORROWINGS
Details of the bank loans, overdrafts and other borrowings of the Group for the fiscal year ended December 31, 2025 are set out in Note 14 and Note 16 to the consolidated financial statements.
DIRECTOR AGREEMENTS
Each of our executive Directors entered into a director agreement with the Company for an initial term of three years subject to re-election as and when required under the Articles of Association, until terminated in accordance with the terms and conditions of the agreement or by either party giving to the other not less than 30 days' prior notice in writing.
Each of our independent Directors entered into a director agreement with the Company for an initial term of three years subject to re-election as and when required under the Articles of Association, until terminated in accordance with the terms and conditions of the agreement or by either party giving to the other not less than 30 days' prior notice in writing.
None of the Directors proposed for re-election at the forthcoming annual general meeting of the Company has or is proposed to have a service contract with any member of the Group which is not determinable by the Group within one year without the payment of compensation (other than statutory compensation).
DIRECTORS' INTERESTS IN TRANSACTIONS, ARRANGEMENTS OR CONTRACTS OF SIGNIFICANCE
Save as disclosed in this annual report, none of the Directors or any entity connected with the Directors had a material interest, either directly or indirectly, in any transactions, arrangements or contracts of significance to which the Company, its holding company, or any of its subsidiaries or fellow subsidiaries was a party subsisting during the Reporting Period.
EMOLUMENTS OF DIRECTORS AND THE FIVE HIGHEST PAID INDIVIDUALS
In compliance with the Corporate Governance Code, the Company has established the Compensation Committee to formulate remuneration policies.
The remuneration is determined and recommended based on each Director's qualification, position and seniority. As for the independent Directors, their remuneration is determined by the Board upon recommendation from the Compensation Committee.
The Directors are eligible participants of the Second Amended and Restated 2018 Share Incentive Plan and the 2024 Share Incentive Plan, details of which are disclosed in the section headed "Share Schemes" in this annual report.
Details of the remuneration of the Directors and the five highest paid individuals are set out in Note 18 to the consolidated financial statements.
None of the Directors waived or agreed to waive any remuneration and there were no emoluments paid by the Group to any of the Directors as an inducement to join, or upon joining the Group, or as compensation for loss of office.
CONTRACTS WITH CONTROLLING SHAREHOLDERS
Save as disclosed in this annual report, no contract of significance or contract of significance for the provision of services has been entered into among the Company or any of its subsidiaries and the Controlling Shareholders or any of their subsidiaries during the Reporting Period.
MANAGEMENT CONTRACTS
No contract concerning the management and administration of the whole or any substantial part of the business of the Company was entered into or existed during the Reporting Period.
AUDITOR
The consolidated financial statements of the Group for Hong Kong financial reporting and United States financial reporting have been audited by PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP, who will retire and, being eligible, offer themselves for re-appointment at the forthcoming annual general meeting of the Company. There was no change in the Company's independent external auditors in any of the preceding three years.
DIRECTORS' RIGHTS TO ACQUIRE SHARES OR DEBENTURES
Save as disclosed in this annual report, at no time during the Reporting Period was the Company or any of its subsidiaries, fellow subsidiaries or its holdings companies a party to any arrangements to enable the Directors to acquire benefits by means of the acquisition of shares in, or debentures of the Company or any other body corporate; and none of the Directors, or any of their spouse or children under the age of 18, had any right to subscribe for equity or debt securities of the Company or any other body corporate, or had exercised any such right.
REPURCHASE OF CONVERTIBLE SENIOR NOTES
In April 2019, the Group issued US$500.0 million of notes with an interest rate of 1.375% per annum (the "April 2026 Notes"). The net proceeds to the Company from the issuance of the April 2026 Notes were US$488.2 million (RMB3,356.1 million), net of issuance costs of US$11.8 million (RMB81.1 million). The April 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.
In June 2020, the Group issued US$800.0 million of notes with an interest rate of 1.25% per annum (the "2027 Notes"). The net proceeds to the Company from the issuance of the 2027 Notes were US$786.1 million (RMB5,594.8 million), net of issuance costs of US$13.9 million (RMB98.6 million). The 2027 Notes may be converted, at an initial conversion rate of 24.5516 ADSs per US$1,000 principal amount (which represents an initial conversion price of US$40.73 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 June 15, 2027.
In November 2021, the Group issued US$1,600 million of notes with an interest rate of 0.50% per annum (the "December 2026 Notes"). The net proceeds to the Company from the issuance of the December 2026 Notes were US$1,576.6 million (RMB10.1 billion), net of issuance costs of US$23.4 million (RMB149.6 million). The December 2026 Notes may be converted, at an initial conversion rate of 10.6419 ADSs per US$1,000 principal amount (which represents an initial conversion price of US$93.97 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 December 1, 2026. Upon conversion, the Company will pay or deliver, as the case may be, cash, ADSs or a combination of cash and ADSs, at the Company's election. Holders of the December 2026 Notes may elect to receive Class Z Ordinary Shares in lieu of any ADSs deliverable upon conversion.
In May 2025, the Group issued the 2030 Notes with an interest rate of 0.625% per year (the "2030 Notes"). The net proceeds to the Company from the issuance of the 2030 Notes were approximately US$678.1 million, after deducting the initial purchasers' commissions and expenses. The 2030 Notes may be converted, at an initial conversion rate of 42.1747 Shares per US$1,000 principal amount (which represents an initial conversion price of approximately HK$185.63 per Share) at each holder's option at any time prior to the close of business on the seventh scheduled trading day immediately preceding the maturity date of June 1, 2030. Conversions will be settled in Class Z Shares. Holders of the 2030 Notes may elect to receive Class Z Ordinary Shares in lieu of any ADSs deliverable upon conversion.
During the Reporting Period, we completed the repurchase right for the 2027 Notes in June 2025. An aggregate principal amount of US$66.0 thousand (RMB472.5 thousand) 2027 Notes was validly surrendered and repurchased with an aggregate cash consideration of US$66.0 thousand (RMB472.5 thousand).
As of December 31, 2025, an aggregate principal amount of US$703.3 million of our convertible senior notes remained outstanding.
By order of the Board
Bilibili Inc. Rui Chen Chairman
Hong Kong April 16, 2026
DIRECTORS
Rui Chen, aged 48, has served as our chairman of the board of directors and chief executive officer since November 2014. He is a serial entrepreneur with more than 20 years of experience in the internet and technology-related industries in China. Mr. Chen led our strategic development since our founding. With long-term thinking, he spearheaded a series of strategic initiatives which transformed our Company to a full-spectrum video community covering a wide array of content categories and diverse video consumption scenarios. Mr. Chen formulated the strategy of "community first," and continuously investing in high-quality content. Under his leadership, Bilibili built a healthy and prosperous content ecosystem, which was crucial for us to stay attractive to young generations. At the same time, Mr. Chen led the construction of our business model, and guided the rapid development in multiple business areas.
Prior to joining us, Mr. Chen co-founded Cheetah Mobile Inc., a mobile internet company listed on the New York Stock Exchange (NYSE: CMCM). In 2009, Mr. Chen founded Beike Internet Security Co., Ltd. and served as its chief executive officer from 2009 to 2010. Prior to that, Mr. Chen served as general manager of internet security research and development at Kingsoft Corporation Limited (HKEX: 3888), a leading software and internet service company listed on the Stock Exchange, from 2001 to 2008. Mr. Chen received his bachelor's degree from Chengdu University of Information Technology in 2001.
Ni Li, aged 40, has served as our chief operating officer since November 2014 and vice chairwoman of our board of directors since January 2015. Ms. Li oversees our overall operations and leads the strategic functions including content ecosystem development, monetization initiatives, strategic planning, investments and brand marketing. In the past years, Ms. Li has built a strong business and operational team. Under her leadership, the team successfully expanded our revenue streams and significantly enhanced our brand awareness. Starting from 2021, Ms. Li also chairs our Environmental, Social and Governance Committee. In the last three years preceding the date of this annual report, Ms. Li served as a non-executive director of Huanxi Media Group Limited (HKEX: 1003). Prior to joining us, Ms. Li was in charge of human resources operations at Cheetah Mobile (NYSE: CMCM) from 2013 to 2014. Previously, Ms. Li founded Goalcareer, a consulting firm serving Fortune 500 companies and startups with a focus in the semiconductor, telecommunication and internet sectors, and worked as its chief executive officer from 2008 to 2012. Ms. Li received her bachelor's degree in law from Lingnan Normal University in 2008.
Yi Xu, aged 36, founded our website in 2009 (which culminated into the commencement of our commercial operations in 2011 and the founding of our Company in 2013) and has served as our director and president since December 2013. Mr. Xu has guided the technological development of our Company and played an instrumental role in developing various ground-breaking interactive features such as bullet chatting. Throughout the years, Mr. Xu has sought innovative ways to refine, and add new functions to, bullet chatting, which remains one of the most significant interactive features on our online platform. He has also contributed to constant design improvements of the user interface of our online platform. Mr. Xu has also been an opinion leader in our online communities since our inception and led the prosperity of community culture among users, thereby strengthening a strong sense of belonging among users and fostering a vibrant "Bilibili" community. Mr. Xu received his associate degree from Beijing University of Posts and Telecommunications in 2010.
Independent Directors
JP Gan, aged 54, has served as our director since January 2015. Mr. Gan has been a founding partner of INCE Capital Limited since 2019. From 2006 to 2019, Mr. Gan was a managing partner of Qiming Venture Partners. Mr. Gan is also an independent director of Trip.com Group Ltd. (Nasdaq: TCOM; HKEX: 9961). Mr. Gan received his bachelor's degree in business administration from the University of Iowa in 1994 and his MBA degree from the University of Chicago Booth School of Business in 1999.
Eric He, aged 66, has served as our director since March 2018. He currently also serves as an independent director of Agora, Inc. (Nasdaq: API) since 2020. Mr. He had served as chief financial officer of JOYY Inc. (previously known as YY Inc.) (Nasdaq: JOYY) from August 2011 to May 2017. Prior to that, Mr. He served as chief financial officer of Giant Interactive Group, Inc. from March 2007 to August 2011. He served as chief strategy officer of Ninetowns Internet Technology Group from 2004 to 2007. Mr. He received a bachelor's degree in accounting from National Taipei University and an MBA degree from the Wharton School of Business at the University of Pennsylvania. Mr. He is a Chartered Financial Analyst in the United States and was certified as a member of American Institute of Certified Public Accountants in 1991.
Feng Li, aged 52, previously served as our director from November 2014 to May 2016, and started to serve as our director again in February 2019. Mr. Li is the founder and CEO of Shanghai Ziyou Investment Management Limited, also known as FreeS Fund, a venture capital firm that manages funds primarily investing in early and growth stage startups in China and overseas, and focuses on the industries of upgraded consuming, key sensors, A.I. and biotech. Prior to founding FreeS Fund, Mr. Li worked as a partner in the venture capital department in IDG Capital, a global network of private equity and venture capital firms. Prior to that, Mr. Li served as deputy vice president of New Oriental School, a leading English teaching and learning school in China. Mr. Li is an independent non-executive director of Dida Inc. (HKEX: 2559). Mr. Li currently also serves as a board member of several private internet and technology companies based in China. In the last three years preceding the date of this annual report, Mr. Li was an independent director of Arashi Vision Inc. (Shanghai Stock Exchange: 688775). Mr. Li received his bachelor's degree in chemistry from Peking University in 1996 and his master's degree in chemistry from the University of Rochester in 1998.
Guoqi Ding, aged 56, has served as our director since May 2020. Since 2019, Mr. Guoqi Ding has served as chairman of the board of Zhiqin Management Consulting Ltd., a China-based consulting service provider. Between 2017 and 2023, Mr. Ding served as an independent director on the board of Dian Diagnostics Group Co., Ltd., (Shenzhen Stock Exchange: 300244), a China-based medical diagnosis outsourcing service provider. Between 2004 and 2017, Mr. Ding held various positions, including chief financial officer, at Fosun International Limited, one of the largest investment groups in China. Between 2012 and 2017, Mr. Ding also served as a board member of several companies based in China, including Shanghai Forte Land Company Limited, one of China's largest real estate developers. Mr. Ding received his bachelor's degree in finance and economics from Shanghai University of Finance and Economics, and was recognized as an accountant by Ministry of Finance of the People's Republic of China in 1997.
Disclaimer
Bilibili Inc. published this content on April 16, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 16, 2026 at 11:15 UTC.