1、Table of Contents UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 20-F (Mark One)REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIESEXCHANGE ACT OF 1934OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fi

2、scal year ended December 31, 2021OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OFOR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934Date of event requiring this shell company report For the transition period from to Comm

3、ission file number: 001-38429 Bilibili Inc.(Exact Name of Registrant as Specified in Its Charter) N/A(Translation of Registrants Name Into English)Cayman Islands(Jurisdiction of Incorporation or Organization)Building 3, Guozheng Center, No. 485 Zhengli Road, Yangpu DistrictShanghai, 200433Peoples Re

4、public of China(Address of Principal Executive Offices)Xin Fan, Chief Financial OfficerBuilding 3, Guozheng Center, No. 485 Zhengli Road, Yangpu DistrictShanghai, 200433Peoples Republic of ChinaPhone: +86 21 25099255Email: (Name, Telephone, E-mail and/or Facsimile number and Address of Company Conta

5、ct Person)Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of Each Class TradingSymbol(s) Name of Each ExchangeOn Which RegisteredAmerican depositary shares, each representingone Class Z ordinary share BILI Nasdaq Global Select MarketClass Z ordinary shares, par

6、value US$0.0001per share 9626 The Stock Exchange of Hong Kong LimitedSecurities registered or to be registered pursuant to Section 12(g) of the act: NoneSecurities for which there is a reporting obligation pursuant to section 15(d) of the act: None Indicate the number of outstanding shares of each o

7、f the issuers classes of capital or common stock as of the close of the period covered by the annualreport:As of December 31, 2021, there were 390,604,587 ordinary shares outstanding, par value $0.0001 per share, being the sum of 83,715,114 Class Yordinary shares and 306,889,473 Class Z ordinary sha

8、res (excluding 2,767,265 Class Z ordinary shares issued and reserved for future issuanceupon the exercising or vesting of awards granted under our share incentive plans).Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes NoIf t

9、his report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934. Yes NoIndicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section

10、 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes NoIndicate by check mark whether the registrant has subm

11、itted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles). Yes NoIndicate by check mark whether the registr

12、ant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company.See definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated

13、 filer Emerging growth company If an emerging growth company that prepare its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has electednot to use the extended transition period for complying with any new or revised financial accounting standards provided

14、 pursuant to Section 13(a) ofthe Exchange Act. The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its AccountingStandards Codification after April 5, 2012.Indicate by check mark whether the registrant has filed a report

15、on and attestation to its managements assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) by the registered public accounting firm thatprepared or issued its audit report. Indicate by check mark which basis

16、 of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP International Financial Reporting Standards as issued Other by the International Accounting Standards Board If “Other” has been checked in response to the previous question, indicate by chec

17、k mark which financial statement item the registrant has elected tofollow. Item 17 Item 18If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct). Yes No(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS

18、DURING THE PAST FIVE YEARS)Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the SecuritiesExchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No Table of Contents

19、TABLE OF CONTENTS INTRODUCTION 1 FORWARD-LOOKING STATEMENTS 4 PART I. 5 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 5 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 5 ITEM 3. KEY INFORMATION 5 ITEM 4. INFORMATION ON THE COMPANY 71 ITEM 4A. UNRESOLVED STAFF COMMENTS 115 ITEM 5. OPE

20、RATING AND FINANCIAL REVIEW AND PROSPECTS 115 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 136 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 145 ITEM 8. FINANCIAL INFORMATION 148 ITEM 9. THE OFFER AND LISTING 149 ITEM 10. ADDITIONAL INFORMATION 150 ITEM 11. QUANTITATIVE AND QUALITA

21、TIVE DISCLOSURES ABOUT MARKET RISK 161 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 161 PART II. 167 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 167 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 167 ITEM 15. CONTROLS AND PROCEDU

22、RES 167 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 168 ITEM 16B. CODE OF ETHICS 168 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 168 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 169 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 169 ITEM

23、16F. CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT 169 ITEM 16G. CORPORATE GOVERNANCE 169 ITEM 16H. MINE SAFETY DISCLOSURE 169 ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 169 PART III. 170 ITEM 17. FINANCIAL STATEMENTS 170 ITEM 18. FINANCIAL STATEMENTS 170 ITEM 19. EX

24、HIBITS 170 SIGNATURES 172 iTable of ContentsINTRODUCTIONUnless otherwise indicated and except where the context otherwise requires, all discrepancies in any table between the amounts identified as totalamounts and the sum of the amounts listed herein are due to rounding, and references in this annua

25、l report on Form 20-F to: “ADRs” are to the American depositary receipts that evidence the ADSs; “ADSs” are to the American depositary shares, each of which represents one Class Z ordinary share; “average monthly interactions” for a period is calculated by dividing the total number of interactions b

26、ased on our interactions featuressuch as bullet chats, commentaries, following, favorites, sharing, bilibili moment posts, likes, messaging, coin casting and virtual giftingetc., among other things, during the specified period by the number of months in such period; “average monthly revenue per payi

27、ng user” for a period is calculated by dividing the sum of revenues from mobile games and VAS duringthe specified period by the total number of monthly paying users during such period; “average monthly revenue per MAU” for a period is calculated dividing the sum of revenues during the specified peri

28、od by the totalnumber of MAU during that period then further by the number of months in the specified period; “average daily time spent per active user on our mobile apps” for a period is calculated by dividing the total time spent on our mobile apps(including smart TV and other smart devices) durin

29、g the specified period (excluding time spent on Bilibili operating games, Bilibili Comicand Maoer) by the average number of active users per day during such period, further divided by the number of days during the specifiedperiod; “Bilibili” are to Bilibili Inc., and “we,” “us,” “our company” and “o

30、ur” are to Bilibili Inc. and its subsidiaries, and, in the context ofdescribing our operations and consolidated financial information, its variable interest entities, or VIEs, in China and their subsidiaries(which are collectively referred to as consolidated affiliated entities in China), including

31、but not limited to Shanghai Hode InformationTechnology Co., Ltd., or Hode Information Technology, and Shanghai Kuanyu Digital Technology Co., Ltd., or Shanghai Kuanyu, andtheir subsidiaries; “bullet chat” or “bullet chatting” are to a commenting function that enables content viewers to send comments

32、 that fly across the screenlike bullets, which we refer to as bullet chats herein. Bullet chats are context-based and can be viewed by the audiences who watch thesame content, and therefore can intrigue interactive commenting among content viewers. Only official member can send bullet chats on ourpl

33、atform; “China” or the “PRC” are to the Peoples Republic of China, excluding, for the purposes of this annual report only, Hong Kong, Macauand Taiwan; “Class Y ordinary shares” are to our Class Y ordinary shares, par value US$0.0001 per share; “Class Z ordinary shares” are to our Class Z ordinary sh

34、ares, par value US$0.0001 per share; “CSRC” are to the China Securities Regulatory Commission; “Generation Z+”, “Gen Z+” or “younger generations” are to, for the purposes of this annual report only, the demographic cohort ofindividuals in China born from 1985 to 2009; “HK$” or “Hong Kong dollars” or

35、 “HK dollars” are to Hong Kong dollars, the lawful currency of Hong Kong; 1Table of Contents “Hong Kong” or “HK” or “Hong Kong S.A.R.” are to the Hong Kong Special Administrative Region of the PRC; “Hong Kong Listing Rules” are to the Rules Governing the Listing of Securities on The Stock Exchange o

36、f Hong Kong Limited, asamended or supplemented from time to time; “Hong Kong Stock Exchange” are to The Stock Exchange of Hong Kong Limited; “Main Board” are to the stock market (excluding the option market) operated by the Hong Kong Stock Exchange which is independentfrom and operated in parallel w

37、ith the Growth Enterprise Market of the Hong Kong Stock Exchange; “monthly active users” or “MAU” are to the sum of our mobile apps MAU and PC MAU after eliminating duplicates so that each activeregistered user that logged on both our Bilibili mobile app and our Bilibili PC website would only be cou

38、nted towards mobile apps MAUand not PC MAU during a given month. We calculate mobile apps MAU based on the number of mobile devices (including smart TV andother smart devices) that launched our mobile apps during a given month. We count mobile MAU of Bilibili Comic, a mobile app offeringanime and co

39、mic content, and Maoer, an audio platform offering audio drama, towards our MAU. We calculate PC MAU by dividing thetotal number of IP addresses used by users to visit our PC website during a given month by an estimate of the average number of IPaddresses used by each user. “Average MAU” for a perio

40、d is calculated by dividing the sum of MAU during the specified period by thenumber of months in such period; “official members” are to users who pass our multiple-choice membership exam consisting of 100 questions, after which additionalinteractive and community features, such as bullet chatting an

41、d commenting, will become available to them; “our platform” are to “Bilibili” mobile apps, PC websites, Smart TV, Bilibili Comic, Maoer and a variety of related features,functionalities, tools and services that we provide to users and content creators; “occupationally generated videos” or “OGV” are

42、to Bilibili-produced or jointly produced content and licensed content procured from third-party production companies; “paying users” on our platform are to users who make payments for various products and services on our platform, including purchases inmobile games offered on our platform and paymen

43、ts for VAS (excluding purchases on our e-commerce platform). A user who makespayments across different products and services offered on our platform using the same registered account is counted as one paying userand we add the number of paying users of Maoer towards our total paying users without el

44、iminating duplicates. “Average monthly payinguser” for a period is calculated by dividing the sum of monthly paying users during the specified period by the number of months in suchperiod; “professional user generated videos” or “PUGV” are to videos generated by users that exhibits creativity as wel

45、l as a certain level ofprofessional production and editing capabilities; “retention rate”, as applied to any cohort of users who visit our platform in a given period, are to the percentage of these users who make atleast one repeat visit after a certain duration; the “12th-month retention rate” for

46、any cohort of users in a given month is the retention ratein the twelfth month after the applicable month; “premium members” are to members who have subscribed to our premium membership, which allows these members to enjoy exclusive oradvance access to our premium content. We calculate premium membe

47、rs based on the number of members whose premium package is stillvalid by the last day of a given month; “RMB” and “Renminbi” are to the legal currency of China; 2Table of Contents “shares” or “ordinary shares” are to our Class Y and Class Z ordinary shares, par value US$0.0001 per share; “US$,” “U.S

48、. dollars,” “$,” and “dollars” are to the legal currency of the United States; “VAS” are to value-added services, including premium membership, live broadcasting, Bilibili Comic, Maoer and other value-addedservices; “video-based content” are to, for the purposes of this annual report only, video con

49、tent on video-centric platforms and non-video-centricplatforms as well as mobile games. Non-video-centric platforms include social media, instant messaging, e-commerce, browser, and otherkind of platforms; and “videolization” are to the trend of video integrating into the scenarios of everyday life,

50、Our reporting currency is the Renminbi because our business is mainly conducted in China and a substantial majority of our revenues isdenominated in Renminbi. This annual report contains translations of Renminbi amounts into U.S. dollars at specific rates solely for the convenience ofthe reader. The

51、 conversion of Renminbi into U.S. dollars in this annual report is based on the exchange rate set forth in the H.10 statistical release of theBoard of Governors of the Federal Reserve System. Unless otherwise noted, all translations from Renminbi to U.S. dollars and from U.S. dollars toRenminbi in t

52、his annual report were made at a rate of RMB6.3726 to US$1.00, the exchange rate on December 30, 2021 set forth in the H.10 statisticalrelease of the Board of Governors of the Federal Reserve System. We make no representation that any Renminbi or U.S. dollar amounts could havebeen, or could be, conv

53、erted into U.S. dollars or Renminbi, as the case may be, at any particular rate, or at all. The PRC government imposes controlover its foreign currency reserves in part through direct regulation of the conversion of Renminbi into foreign exchange and through restrictions onforeign trade. 3Table of C

54、ontentsFORWARD-LOOKING STATEMENTSThis annual report on Form 20-F contains forward-looking statements that reflect our current expectations and views of future events.These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or ac

55、hievements tobe materially different from those expressed or implied by the forward-looking statements. These statements are made under the “safe harbor”provisions of the U.S. Private Securities Litigations Reform Act of 1995.You can identify some of these forward-looking statements by words or phra

56、ses such as “may,” “will,” “expect,” “anticipate,” “aim,”“estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-lookingstatements largely on our current expectations and projections about future events that we be

57、lieve may affect our financial condition, results ofoperations, business strategy and financial needs. These forward-looking statements include statements relating to: our goals and strategies; our future business development, financial conditions and results of operations; the expected growth of th

58、e online entertainment and mobile games industries in China; our expectations regarding demand for and market acceptance of our products and services; our expectations regarding our relationships with users, content providers, game developers and publishers, advertisers and other partners; competiti

59、on in our industry; relevant government policies and regulations relating to our industry; the outcome of any current and future litigation or legal or administrative proceedings; and other factors described under “Item 3. Key InformationD. Risk Factors.”You should read this annual report and the do

60、cuments that we refer to in this annual report and have filed as exhibits to this annual reportcompletely and with the understanding that our actual future results may be materially different from what we expect. Other sections of this annualreport discuss factors which could adversely impact our bu

61、siness and financial performance. Moreover, we operate in an evolving environment. Newrisk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors onour business or the extent to which any factor, or combinat

62、ion of factors, may cause actual results to differ materially from those contained in anyforward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.You should not rely upon forward-looking statements as predictions of future events. The forward-lookin

63、g statements made in this annualreport relate only to events or information as of the date on which the statements are made in this annual report. Except as required by law, we undertakeno obligation to update or revise publicly any forward-looking statements, whether as a result of new information,

64、 future events or otherwise, after thedate on which the statements are made or to reflect the occurrence of unanticipated events. 4Table of ContentsPART I.ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERSNot applicable.ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLENot applicable.ITEM 3.

65、 KEY INFORMATIONOur Holding Company Structure and Contractual Arrangements with the VIEsBilibili Inc. is not a Chinese operating company but a Cayman Islands holding company with no equity ownership in its VIEs. We conduct ouroperations primarily through our PRC subsidiaries, the VIEs and their subs

66、idiaries in China. PRC laws and regulations prohibit foreign investment ininternet cultural business (except for music), the internet audio-visual program business, the radio and television program production and operationbusiness, and the production of audio-visual products and/or electronic public

67、ations. Accordingly, we operate these businesses in China through theVIEs, and rely on contractual arrangements among our PRC subsidiaries, the VIEs and their shareholders, as applicable, to control the businessoperations of the VIEs. Revenues contributed by the VIEs accounted for 97.2%, 86.0% and 7

68、4.5% of our total revenues for the years of 2019, 2020 and2021, respectively. As used in this annual report, “we,” “us,” “our company” and “our” refers to Bilibili Inc., its subsidiaries, and, in the context ofdescribing our operations and consolidated financial information, the VIEs and their subsi

69、diaries in China (collectively referred to as consolidatedaffiliated entities), including but not limited to, Hode Information Technology, which was established in May 2013 to expand our operations; andShanghai Kuanyu, whose control was obtained by us in July 2014 to further expand our operations, a

70、nd their subsidiaries.The following chart illustrates our companys organizational structure, including our principal subsidiaries and consolidated affiliated entities as ofthe date of this annual report: 5Table of Contents Notes: (1)Mr. Rui Chen holds 100% equity interests in Shanghai Kuanyu. He is

71、also the chairman of our board of directors and our chief executive officer.(2)Shanghai Kuanyu has four subsidiaries.(3)Mr. Rui Chen, Mr. Yi Xu and Ms. Ni Li hold 52.3%, 44.3%, and 3.4% equity interests in Hode Information Technology, respectively, as of the date of this annual report. Mr. Chen isou

72、r controlling shareholder, the chairman of our board of directors and our chief executive officer. Mr. Xu is our founder, director and president. Ms. Li is the vice chairwoman of ourboard of directors and chief operating officer.(4)Hode Information Technology has 35 subsidiaries.(5)Chaodian (Shangha

73、i) Technology Co., Ltd., or “Chaodian Technology”, has entered into a series of contractual arrangements with Shanghai Chaodian Culture Communication Co.,Ltd., or “Chaodian Culture”, and its individual shareholders, through which we obtained control over the operations of, and enjoyed all economic b

74、enefits of Chaodian Culture.Mr. Rui Chen, Mr. Yi Xu, Ms. Ni Li, Mr. Xujun Chai, Shanghai Kuanyu and Hode Information Technology hold 31.2%, 9.5%, 6.8%, 5.1%, 44.6% and 2.8% equity interests inChaodian Culture, respectively, as of the date of this annual report. Mr. Xujun Chai is an employee of our c

75、ompany.Holders of our Class Z ordinary shares or the ADSs hold equity interest in Bilibili Inc., our Cayman Islands holding company, and do not havedirect or indirect equity interests in the VIEs and their subsidiaries.A series of contractual agreements, including powers of attorney, equity pledgeag

76、reements, letter of undertakings, exclusive business cooperation agreements, and exclusive option agreements, have been entered into by and amongour subsidiaries, the VIEs and their respective shareholders, as applicable. Terms contained in each set of contractual arrangements with the VIEs andtheir

77、 respective shareholders are substantially similar. As a result of the contractual arrangements, we have effective control over and are considered theprimary beneficiary of these companies, and we have consolidated the financial results of these companies in our consolidated financial statements. Fo

78、rmore details of these contractual arrangements, see “Item 4. Information on the CompanyC. Organizational StructureAgreements that provide useffective control over the relevant VIEs.” 6Table of ContentsHowever, the contractual arrangements may not be as effective as direct ownership in providing us

79、with control over the VIEs and we may incursubstantial costs to enforce the terms of the arrangements. In addition, these agreements have not been tested in PRC courts. See “Item 3. KeyInformationD. Risk FactorsRisks Related to Our Corporate StructureWe rely on contractual arrangements with the VIEs

80、 and their shareholdersfor our operations in China, which may not be as effective in providing operational control as direct ownership” and “The shareholders of the VIEsmay have potential conflicts of interest with us, which may materially and adversely affect our business.”There are also substantia

81、l uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules regardingthe status of the rights of Bilibili, a Cayman Islands holding company, with respect to its contractual arrangements with the VIEs and their individualshareholders. It is uncer

82、tain whether any new PRC laws or regulations relating to VIE structures will be adopted or if adopted, what they would provide.If we or any of the existing or past VIEs is found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any ofthe required per

83、mits or approvals, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations orfailures. See “Item 3. Key InformationD. Risk FactorsRisks Related to Our Corporate StructureIf the PRC government finds that the agreementsthat establish the struc

84、ture for operating our businesses in China do not comply with PRC regulations on foreign investment in internet and other relatedbusinesses, or if these regulations or their interpretation change in the future, we could be subject to severe penalties or be forced to relinquish ourinterests in those

85、operations” and “Substantial uncertainties exist with respect to how the Foreign Investment Law may impact the viability of ourcurrent corporate structure and operations.”Our corporate structure is subject to risks associated with our contractual arrangements with the VIEs. If the PRC government dee

86、ms that ourcontractual arrangements with the VIEs do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if theseregulations or the interpretation of existing regulations change or are interpreted differently in the future, we could be subject to severe p

87、enalties or beforced to relinquish our interests in those operations. Bilibili, its PRC subsidiaries and VIEs, and investors of Bilibili face uncertainty about potentialfuture actions by the PRC government that could affect the enforceability of the contractual arrangements with the VIEs and, conseq

88、uently, significantlyaffect the financial performance of the VIEs and our company as a whole. For a detailed description of the risks associated with our corporate structure,please refer to risks disclosed under “Item 3. Key InformationD. Risk FactorsRisks Related to Our Corporate Structure.”PRC gov

89、ernments significant authority in regulating our operations and its oversight and control over offerings conducted overseas by, andforeign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors.Implementatio

90、n of industry-wide regulations, including data security or anti-monopoly related regulations, in this nature may cause the value of suchsecurities to significantly decline or be of little or no value. For more details, see “Item 3. Key InformationD. Risk FactorsRisks Related to DoingBusiness in Chin

91、aThe PRC governments significant oversight over our business operation could result in a material adverse change in our operationsand the value of our Class Z ordinary shares and the ADSs.”Risks and uncertainties arising from the legal system in China, including risks and uncertainties regarding the

92、 enforcement of laws and quicklyevolving rules and regulations in China, could result in a material adverse change in our operations and the value of our securities. For more details, see“Item 3. Key InformationD. Risk FactorsRisks Related to Doing Business in ChinaUncertainties in the interpretatio

93、n and enforcement of PRClaws and regulations could limit the legal protections available to you and us.”Permissions Required from the PRC Authorities for Our OperationsWe conduct our business primarily through our subsidiaries and VIEs in China. Our operations in China are governed by PRC laws andre

94、gulations. As of the date of this annual report, our PRC subsidiaries and VIEs have obtained the requisite licenses and permits from the PRCgovernment authorities that are material for the business operations of Bilibili, its PRC subsidiaries and VIEs in China, including, among others, Value-added T

95、elecommunication Business Licenses, License for Online Transmission of Audio-Visual Programs, Online Culture Operating Permits andLicense for Production and Operation of Radio and Television Program. Given the uncertainties of interpretation and implementation of relevant lawsand regulations and the

96、 enforcement practice by relevant government authorities, we may be required to obtain additional licenses, permits, filings orapprovals for the functions and services of our platform in the future. For more detailed information, see “Item 3. Key InformationD. Risk FactorsRisks Related to Our Busine

97、ss and IndustryWe face uncertainties with respect to the enactment, interpretation and implementation of Notice 78 andNotice 3.” and “If we fail to obtain and maintain the licenses and approvals required within the complex regulatory environment applicable to ourbusinesses in China, or if we are req

98、uired to take compliance actions that are time-consuming or costly, our business, financial condition and results ofoperations may be materially and adversely affected.” 7Table of ContentsFurthermore, the PRC government has recently indicated an intent to exert more oversight and control over offeri

99、ngs that are conducted overseasand/or foreign investment in China-based issuers. On December 24, 2021, the CSRC issued a draft of the Provisions of the State Council on theAdministration of Overseas Securities Offering and Listing by Domestic Companies, and a draft of Administration Measures for the

100、 Filing of OverseasSecurities Offering and Listing by Domestic Companies, for public comments, according to which, the issuer or its affiliated major domestic operatingcompany, as the case may be, shall file with the CSRC and report the relevant information for its follow-on offshore offering and ot

101、her equivalentoffshore offering activities. As of the date of this annual report, the aforementioned draft provisions have not been adopted and there still existssubstantial uncertainties surrounding the CSRC requirements at this stage. The approval of, or report and filing with the CSRC, or other g

102、overnmentalauthorities may be required in connection with our future offshore offerings, and, if required, we cannot predict if we will be able to obtain suchapproval or complete such report and filing process.For more detailed information, see “Item 3. Key InformationD. Risk FactorsRisks Related to

103、 Doing Business in ChinaThe approval of, orreport and fillings with the CSRC 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 suc

104、h filing and report process.”The Holding Foreign Companies Accountable ActThe Holding Foreign Companies Accountable Act, or the HFCAA, was enacted on December 18, 2020. The HFCAA states if the SEC determinesthat we have filed audit reports issued by a registered public accounting firm that has not b

105、een subject to inspection by the Public Company AccountingOversight Board (United States), or the PCAOB, for three consecutive years beginning in 2021, the SEC shall prohibit our shares or ADSs from beingtraded on a national securities exchange. Since our auditor is located in China, a jurisdiction

106、where the PCAOB has been unable to conduct inspectionswithout the approval of the Chinese authorities, our auditor is not currently inspected by the PCAOB, which may impact our ability to remain listed on aUnited States exchange. The related risks and uncertainties could cause the value of the ADSs

107、to significantly decline. For more details, see “Item 3.Key InformationD. Risk FactorsRisks Related to Doing Business in ChinaThe PCAOB is currently unable to inspect our auditor in relation totheir audit work performed for our financial statements and the inability of the PCAOB to conduct inspectio

108、ns over our auditor deprives our investorswith the benefits of such inspections” and “Item 3. Key InformationD. Risk FactorsRisks Related to Doing Business in ChinaThe ADSs will beprohibited from trading in the United States under the Holding Foreign Companies Accountable Act, or the HFCAA, in 2024

109、if the PCAOB is unable toinspect or fully investigate auditors located in China, or in 2023 if proposed changes to the law are enacted. The delisting of the ADSs, or the threat oftheir being delisted, may materially and adversely affect the value of your investment.”Cash and Asset Flows through Our

110、OrganizationBilibili Inc. transfers cash to its wholly-owned Hong Kong subsidiaries, by making capital contributions or providing loans, and the Hong Kongsubsidiaries transfer cash to the subsidiaries in China by making capital contributions or providing loans to them. Because Bilibili Inc. and itss

111、ubsidiaries control the VIEs through contractual arrangements, they are not able to make direct capital contribution to the VIEs and their subsidiaries.However, they may transfer cash to the VIEs by loans or by making payments to the VIEs for inter-group transactions.Prior to December 31, 2019, Bili

112、bili Inc., through its intermediate holding companies, had provided capital contribution and loans of aggregatelyRMB4.1billion to its subsidiaries in China. For the years ended December 31, 2020 and 2021, Bilibili Inc., through its intermediate holding companies,had provided capital contribution and

113、 loans of aggregately RMB5.3 billion and RMB7.6 billion (US$1,201.5 million) to its subsidiaries in China. Forthe years ended December 31, 2019, 2020 and 2021, the VIEs received financings of RMB1.3 billion, RMB990.3 million and RMB3.3 billion(US$519.0 million) from WFOEs, respectively. 8Table of Co

114、ntentsThe VIEs may transfer cash to our WFOEs by paying consulting and services charges according to the exclusive business cooperation agreement,and the VIEs may receive cash from our WFOEs under business agreements. For the years ended December 31, 2019 and 2020, the VIEs paid ofaggregately RMB 55

115、1.8 million and 488.9 million to WFOEs. For the years ended December 31, 2021, the VIEs received of aggregately RMB1.0 billion from WFOEs.For the years ended December 31, 2019, 2020 and 2021, no dividends or distributions were made to Bilibili Inc. by our subsidiaries. Under PRClaws and regulations,

116、 our PRC subsidiaries and VIEs are subject to certain restrictions with respect to paying dividends or otherwise transferring any oftheir net assets to us. Remittance of dividends by a wholly foreign-owned enterprise out of China is also subject to examination by the banks designatedby SAFE. The amo

117、unts restricted include the paid-up capital and the statutory reserve funds of our PRC subsidiaries and VIEs, in a total ofRMB1.8 billion, RMB1.2 billion and RMB3.8 billion (US$598.2 million) as of December 31, 2019, 2020 and 2021, respectively. Furthermore, cashtransfers from our PRC subsidiaries t

118、o entities outside of China are subject to PRC government control of currency conversion. Shortages in theavailability of foreign currency may temporarily delay the ability of our PRC subsidiaries and VIEs to remit sufficient foreign currency to pay dividendsor other payments to us, or otherwise sat

119、isfy their foreign currency denominated obligations. For risks relating to the fund flows of our operations inChina, see “Item 3. Key InformationRisk FactorsRisks Relating to Doing Business in ChinaWe may rely on dividends paid by our PRCsubsidiaries to fund cash and financing requirements. Any limi

120、tation on the ability of our PRC subsidiaries to pay dividends to us could have a materialadverse effect on our ability to conduct our business and to pay dividends to our shareholders and ADS holders.”In the years ended December 31, 2019, 2020 and 2021, no assets other than cash were transferred th

121、rough our organization.Bilibili Inc. has not declared or paid any cash dividends, nor does it have any present plan to pay any cash dividends on its ordinary shares in theforeseeable future. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and

122、 expand our business. See“Item 8. Financial InformationA. Consolidated Statements and Other Financial InformationDividend Policy.” For the Cayman Islands, PRC andU.S. federal income tax considerations applicable to an investment in our Class Z ordinary shares or the ADSs, see “Item 10. Additional In

123、formationE. Taxation.” For purposes of illustration, the following discussion reflects the hypothetical taxes that might be required to be paid within China andHong Kong, assuming that: (i) we have taxable earnings, and (ii) we determine to pay a dividend in the future: Taxation Calculation(1) Hypot

124、hetical pre-tax earnings(2) 100.0% Tax on earnings at statutory rate of 25%(3) (25.0)% Net earnings available for distribution 75.0% Withholding tax at standard rate of 10%(4) (7.5)% Net distribution to Parent/Shareholders 67.5% Notes: (1)For purposes of this example, the tax calculation has been si

125、mplified. The hypothetical book pre-tax earnings amount, not considering timing differences, is assumed to equal Chinesetaxable income.(2)Under the terms of VIE agreements, our PRC subsidiaries may charge the VIEs for services provided to VIEs. These fees shall be recognized as expenses of the VIEs,

126、 with acorresponding amount as service income by our PRC subsidiaries and eliminate in consolidation. For income tax purposes, our PRC subsidiaries and VIEs file income tax returns on aseparate company basis. The fees paid are recognized as a tax deduction by the VIEs and as income by our PRC subsid

127、iaries and are tax neutral.(3)Certain of our subsidiaries and VIEs qualifies for a 15% preferential income tax rate in China. However, such rate is subject to qualification, temporary in nature, and may not beavailable in a future period when distributions are paid. For purposes of this hypothetical

128、 example, the table above reflects a maximum tax scenario under which the full statutory ratewould be effective.(4)PRC Enterprise Income Tax Law imposes a withholding income tax of 10% on dividends distributed by a Foreign Invested Enterprises (“FIE”) to its immediate holding companyoutside of China

129、. A lower withholding income tax rate of 5% is applied if the FIEs immediate holding company is registered in Hong Kong or other jurisdictions that have a tax treatyarrangement with China, subject to specific qualification requirements at the time of the distribution. For purposes of this hypothetic

130、al example, the table above assumes a maximumtax scenario under which the full withholding tax would be applied even though we have Hong Kong subsidiaries and would likely make any dividends through them. 9Table of ContentsThe table above has been prepared under the assumption that all profits of th

131、e VIEs will be distributed as fees to our PRC subsidiaries under taxneutral contractual arrangements. If in the future, the accumulated earnings of the VIEs exceed the fees paid to our PRC subsidiaries (or if the currentand contemplated fee structure between the intercompany entities is determined t

132、o be non-substantive and disallowed by Chinese tax authorities), theVIEs could, as a matter of last resort, make a non-deductible transfer to our PRC subsidiaries for the amounts of the stranded cash in the VIEs. Thiswould result in such transfer being non-deductible expenses for the VIEs but still

133、taxable income for the PRC subsidiaries. Such a transfer and therelated tax burdens would reduce our after-tax income to approximately 50.6% of the pre-tax income. Our management believes that there is only aremote possibility that this scenario would happen.Financial Information Related to Our Cons

134、olidated Affiliated EntitiesThe following table presents the condensed consolidating schedule of financial information of Bilibili Inc., its wholly owned subsidiaries that are theprimary beneficiaries of the VIEs, and our other subsidiaries, the VIEs and the VIEs subsidiaries as of the dates present

135、ed.Selected Condensed Consolidated Statements of Operations and Comprehensive Loss Data For the Year Ended December 31, 2021 Bilibili Inc. Other Subsidiaries Primary Beneficiaries of VIEs VIEs and VIEs Subsidiaries Eliminating adjustments Consolidated Totals (RMB, in thousands) Third-party revenues

136、258,686 6,257,462 12,867,536 19,383,684 Inter-company consulting and services revenues (1) 590,905 2,367 (593,272) Other inter-company revenues(2) 2,054,227 403,379 1,574,896 (4,032,502) Total revenues 2,903,818 6,663,208 14,442,432 (4,625,774) 19,383,684 Third-party costs and expenses (12,405) (5,4

137、48,830) (4,068,228) (16,283,295) (25,812,758) Inter-company consulting and services costs and expenses (1) (593,272) 593,272 Other inter-company costs and expenses(2) (515,329) (3,246,077) (271,096) 4,032,502 Total costs and expenses (12,405) (5,964,159) (7,314,305) (17,147,663) 4,625,774 (25,812,75

138、8) Loss from subsidiaries and VIEs(3) (6,713,764) (3,518,404) (2,897,007) 13,129,175 (Loss)/Gain from non-operations (63,059) (110,321) 52,150 (163,146) (284,376) Loss before income tax expenses (6,789,228) (6,689,066) (3,495,954) (2,868,377) 13,129,175 (6,713,450) Income tax expenses (33,842) (22,4

139、50) (38,997) (95,289) Net loss (6,789,228) (6,722,908) (3,518,404) (2,907,374) 13,129,175 (6,808,739) Net loss attributable to noncontrolling interests 9,144 10,367 19,511 Net loss attributable to Bilibili Inc.s shareholders (6,789,228) (6,713,764) (3,518,404) (2,897,007) 13,129,175 (6,789,228) For

140、the Year Ended December 31, 2020 Bilibili Inc. Other Subsidiaries Primary Beneficiaries of VIEs VIEs and VIEs Subsidiaries Eliminating adjustments Consolidated Totals (RMB, in thousands) Third-party revenues 92,898 2,254,871 9,651,207 11,998,976 Inter-company consulting and services revenues (1) 1,0

141、07,741 13,855 (1,021,596) Other inter-company revenues(2) 1,059,370 166,860 667,765 (1,893,995) Total revenues 2,160,009 2,435,586 10,318,972 (2,915,591) 11,998,976 Third-party costs and expenses (44,090) (3,318,462) (1,846,340) (9,931,047) (15,139,939) Inter-company consulting and services costs an

142、d expenses (1) (1,021,596) 1,021,596 Other inter-company costs and expenses(2) (256,902) (1,435,506) (201,587) 1,893,995 Total costs and expenses (44,090) (3,575,364) (3,281,846) (11,154,230) 2,915,591 (15,139,939) Loss from subsidiaries and VIEs(3) (2,940,906) (1,632,936) (845,469) 5,419,311 (Loss)

143、/Gain from non-operations (26,708) 79,138 79,517 8,368 140,315 Loss before income tax expenses (3,011,704) (2,969,153) (1,612,212) (826,890) 5,419,311 (3,000,648) Income tax expenses (5,565) (20,724) (27,080) (53,369) Net loss (3,011,704) (2,974,718) (1,632,936) (853,970) 5,419,311 (3,054,017) Net l

144、oss attributable to noncontrolling interests 38,104 8,501 46,605 Accretion to redeemable noncontrolling Interests (4,292) (4,292) Net loss attributable to Bilibili Inc.s shareholders (3,011,704) (2,940,906) (1,632,936) (845,469) 5,419,311 (3,011,704) 10Table of Contents For the Year Ended December 3

145、1, 2019 Bilibili Inc. Other Subsidiaries Primary Beneficiaries of VIEs VIEs and VIEs Subsidiaries Eliminating adjustments Consolidated Totals (RMB, in thousands) Third-party revenues 5,010 716,580 6,056,332 6,777,922 Inter-company consulting and services revenues (1) 1,266,411 (1,266,411) Other inte

146、r-company revenues(2) 301,674 88,174 531,830 (921,678) Total revenues 1,573,095 804,754 6,588,162 (2,188,089) 6,777,922 Third-party costs and expenses (14,762) (1,774,197) (688,312) (5,795,826) (8,273,097) Inter-company consulting and services costs and expenses(1) (1,266,411) 1,266,411 Other inter-

147、company costs and expenses(2) (320,724) (525,402) (75,552) 921,678 Total costs and expenses (14,762) (2,094,921) (1,213,714) (7,137,789) 2,188,089 (8,273,097) Loss from subsidiaries and VIEs(3) (1,311,565) (859,014) (446,178) 2,616,757 Gain/(Loss) from non-operations 37,354 71,878 (3,876) 122,116 22

148、7,472 Loss before income tax expenses (1,288,973) (1,308,962) (859,014) (427,511) 2,616,757 (1,267,703) Income tax expenses (15,264) (20,603) (35,867) Net loss (1,288,973) (1,324,226) (859,014) (448,114) 2,616,757 (1,303,570) Net loss attributable to noncontrolling interests 12,661 1,936 14,597 Net

149、loss attributable to Bilibili Inc.s shareholders (1,288,973) (1,311,565) (859,014) (446,178) 2,616,757 (1,288,973) Selected Condensed Consolidated Balance Sheets Data As of December 31, 2021 Bilibili Inc. Other Subsidiaries Primary Beneficiaries of VIEs VIEs and VIEs Subsidiaries Eliminating adjustm

150、ents Consolidated Totals (RMB, in thousands) Cash and cash equivalents 1,748,896 4,956,403 440,695 377,114 7,523,108 Time deposits 7,625,337 6,997 7,632,334 Accounts receivable, net 79,350 778,667 524,311 1,382,328 Amounts due from Group companies(4) 23,306,176 9,329,586 8,680,893 391,951 (41,708,60

151、6) Amount due from related parties 1,937,592 1,741 101,983 2,041,316 Prepayments and other current assets 11,773 280,689 708,401 1,806,185 2,807,048 Short-term investments 13,107,720 767,935 257,943 927,124 15,060,722 Long-term investments, net 1,448,100 2,038,157 270,801 1,745,466 5,502,524 Other n

152、on-current assets 3,711,745 1,465,037 4,926,989 10,103,771 Total assets 47,248,002 23,101,457 12,604,178 10,808,120 (41,708,606) 52,053,151 Accounts payable 244,808 951,797 3,164,301 4,360,906 Salary and welfare payables 641,560 10,883 343,008 995,451 Taxes payable 55,575 19,378 128,817 203,770 Shor

153、t-term loans 688,448 143,658 400,000 1,232,106 Deferred revenue 40,167 962 411,800 2,192,460 2,645,389 Accrued liabilities and other payables 126,512 807,547 298,373 1,184,523 2,416,955 Amounts due to Group companies(4) 24,009,991 10,484,469 7,214,146 (41,708,606) Amounts due to related parties 98,2

154、07 326 117,901 216,434 Other long-term payable 17,784,092 259,161 102 222,719 18,266,074 Deficit in subsidiaries and VIEs(3) 7,593,564 3,887,067 4,170,459 (15,651,090) Total liabilities 25,544,335 30,693,326 16,491,245 14,967,875 (57,359,696) 30,337,085 Total Bilibili Incs Shareholders equity/(defic

155、it)(3) 21,703,667 (7,593,564) (3,887,067) (4,170,459) 15,651,090 21,703,667 Noncontrolling interests 1,695 10,704 12,399 Total shareholders equity/(deficit) 21,703,667 (7,591,869) (3,887,067) (4,159,755) 15,651,090 21,716,066 Total liabilities and shareholders equity/(deficit) 47,248,002 23,101,457

156、12,604,178 10,808,120 (41,708,606) 52,053,151 11Table of Contents As of December 31, 2020 Bilibili Inc. Other Subsidiaries Primary Beneficiaries of VIEs VIEs and VIEs Subsidiaries Eliminating adjustments Consolidated Totals (RMB, in thousands) Cash and cash equivalents 159,040 3,574,397 595,482 349,

157、190 4,678,109 Time deposits 4,697,928 22,161 4,720,089 Accounts receivable, net 28,123 682,419 343,099 1,053,641 Amounts due from Group companies(4) 12,559,285 5,889,341 3,640,606 173,596 (22,262,828) Amount due from related parties 105,602 13 59,117 164,732 Prepayments and other current assets 80,2

158、46 70,025 231,868 1,383,648 1,765,787 Short-term investments 716,658 318,273 1,146,949 1,175,309 3,357,189 Long-term investments, net 935,594 61,076 12,325 1,223,943 2,232,938 Other non-current assets 2,736,729 972,983 2,183,411 5,893,123 Total assets 19,148,751 12,783,566 7,282,645 6,913,474 (22,26

159、2,828) 23,865,608 Accounts payable 114,301 627,625 2,332,372 3,074,298 Salary and welfare payables 430,030 15,660 288,686 734,376 Taxes payable 9,015 11,685 106,492 127,192 Short-term loans 100,000 100,000 Deferred revenue 30,646 12,412 304,956 1,769,992 2,118,006 Accrued liabilities and other payab

160、les 84,539 656,345 47,422 449,370 1,237,676 Amounts due to Group companies(4) 12,357,299 6,152,556 3,752,973 (22,262,828) Other long-term payable 8,340,922 331,294 19,640 8,691,856 Deficit in subsidiaries and VIEs(3) 3,092,444 1,818,983 1,941,724 (6,853,151) Total liabilities 11,548,551 15,729,679 9

161、,101,628 8,819,525 (29,115,979) 16,083,404 Total Bilibili Incs Shareholders equity/(deficit)(3) 7,600,200 (3,092,444) (1,818,983) (1,941,724) 6,853,151 7,600,200 Noncontrolling interests 146,331 35,673 182,004 Total shareholders equity/(deficit) 7,600,200 (2,946,113) (1,818,983) (1,906,051) 6,853,15

162、1 7,782,204 Total liabilities and shareholders equity/(deficit) 19,148,751 12,783,566 7,282,645 6,913,474 (22,262,828) 23,865,608 Selected Condensed Consolidated Cash Flows Data For the Year Ended December 31, 2021 Bilibili Inc. Other Subsidiaries Primary Beneficiaries of VIEs VIEs and VIEs Subsidia

163、ries Eliminating adjustments Consolidated Totals (RMB, in thousands) Consulting and services charges from/(to) Groupcompanies 637,787 (637,787) Other operating cashflow from/(to) Group companies 854,325 (2,538,232) 1,683,907 Operating cashflow (to)/from third-parties (104,672) (3,382,667) 2,569,410

164、(1,729,079) (2,647,008) Net cash (used in)/provided by operating activities (104,672) (1,890,555) 31,178 (682,959) (2,647,008) Investments in and loans to subsidiaries, VIEs and VIEssubsidiaries(3)(4) (11,168,671) (2,409,051) (3,012,727) 16,590,449 Purchase of short-term investments (48,781,106) (3,

165、643,036) (6,714,400) (12,610,305) (71,748,847) Maturities of short-term investments 36,744,305 3,224,958 7,601,200 12,954,425 60,524,888 Placements of time deposits (10,658,126) (39,318) (10,697,444) Maturities of time deposits 7,600,828 54,319 7,655,147 Other investing activities (1,153,850) (4,811

166、,039) (1,081,210) (3,265,756) (10,311,855) Net cash used in investing activities (27,416,620) (7,638,168) (3,207,137) (2,906,635) 16,590,449 (24,578,111) Investments and loans from subsidiaries, VIEs and VIEssubsidiaries(3)(4) 10,407,294 2,875,929 3,307,226 (16,590,449) Proceeds from issuance of ord

167、inary shares, net of issuancecosts of HKD337,143 19,288,423 19,288,423 Proceeds from issuance of convertible senior notes, net ofissuance costs of US$13,857 10,085,520 10,085,520 Other financing activities 3 571,548 143,658 300,000 1,015,209 Net cash provided by financing activities 29,373,946 10,97

168、8,842 3,019,587 3,607,226 (16,590,449) 30,389,152 12Table of Contents For the Year Ended December 31, 2020 Bilibili Inc. Other Subsidiaries Primary Beneficiaries of VIEs VIEs and VIEs Subsidiaries Eliminating adjustments Consolidated Totals (RMB, in thousands)Consulting and services charges from/(to

169、) Group companies 1,074,899 (1,074,899) Other operating cashflow from/(to) Group companies 503,109 (1,089,126) 586,017 Operating cashflow (to)/from third-parties (113,574) (1,950,786) 852,087 1,965,376 753,103 Net cash (used in)/provided by operating activities (113,574) (372,778) (237,039) 1,476,49

170、4 753,103 Investments in and loans to subsidiaries, VIEs and VIEssubsidiaries (3)(4) (5,102,250) (2,728,972) (1,257,779) 9,089,001 Purchase of short-term investments (455,347) (6,342,424) (5,959,501) (13,973,904) (26,731,176) Maturities of short-term investments 465,726 6,083,275 4,874,052 13,498,48

171、5 24,921,538 Placements of time deposits (9,604,228) (1,277,553) (25,515) (10,907,296) Maturities of time deposits 4,925,241 2,737,236 7,896 7,670,373 Other investing activities (600,067) (973,590) (358,478) (1,928,125) (3,860,260) Net cash used in investing activities (10,370,925) (2,502,028) (2,70

172、1,706) (2,421,163) 9,089,001 (8,906,821) Investments and loans from subsidiaries, VIEs and VIEssubsidiaries (3)(4) 4,922,860 3,175,854 990,287 (9,089,001) Proceeds from issuance of ordinary shares, net of issuancecosts of US$563 2,817,458 2,817,458 Proceeds from issuance of convertible senior notes,

173、 net ofissuance costs of US$13,857 5,594,779 5,594,779 Other financing activities 3 (176,821) 100,000 (76,818) Net cash provided by financing activities 8,412,240 4,746,039 3,175,854 1,090,287 (9,089,001) 8,335,419 For the Year Ended December 31, 2019 Bilibili Inc. Other Subsidiaries Primary Benefic

174、iaries of VIEs VIEs and VIEs Subsidiaries Eliminating adjustments Consolidated Totals (RMB, in thousands) Consulting and services charges from/(to) Group companies 1,510,512 68,700 (1,579,212) Other operating cashflow (to)/from Group companies (542,315) (485,077) 1,027,392 Operating cashflow (to)/fr

175、om third-parties (17,418) (1,516,853) 905,703 823,119 194,551 Net cash (used in)/provided by operating activities (17,418) (548,656) 489,326 271,299 194,551 Investments in and loans to subsidiaries, VIEs and VIEssubsidiaries(3)(4) (4,731,748) (1,518,767) (551,137) 6,801,652 Purchase of short-term in

176、vestments (101,003) (2,399,107) (938,100) (6,535,669) (9,973,879) Maturities of short-term investments 69,762 2,895,102 914,800 6,113,861 9,993,525 Placements of time deposits (2,552,392) (2,360,123) (7,584) (4,920,099) Maturities of time deposits 2,267,265 1,602,309 7,584 3,877,158 Other investing

177、activities (440,026) (826,161) (571,672) (1,097,123) (2,934,982) Net cash used in investing activities (5,488,142) (2,606,747) (1,146,109) (1,518,931) 6,801,652 (3,958,277) Investments and loans from subsidiaries, VIEs and VIEssubsidiaries(3)(4) 4,493,163 1,007,749 1,300,740 (6,801,652) Proceeds fro

178、m issuance of ordinary shares, net of issuancecosts of US$9,376 1,647,711 1,647,711 Proceeds from issuance of convertible senior notes, net ofissuance costs of US$11,805 3,356,106 3,356,106 Other financing activities 531,237 (456,212) 75,025 Net cash provided by financing activities 5,535,054 4,036,

179、951 1,007,749 1,300,740 (6,801,652) 5,078,842 (1)It represents the elimination of the intercompany consulting and services charges at the consolidation level.(2)It mainly includes technical support services provided by other subsidiaries and VIEs to the primary beneficiaries of VIEs.(3)It represents

180、 the elimination of the investment among Bilibili Inc., other subsidiaries, primary beneficiaries of VIEs, and VIEs and VIEs subsidiaries.(4)It represents the elimination of intercompany balances among Bilibili Inc., other subsidiaries, primary beneficiaries of VIEs, and VIEs and VIEs subsidiaries.

181、13Table of ContentsA.Reserved B.Capitalization and IndebtednessNot applicable. C.Reasons for the Offer and Use of ProceedsNot applicable. D.Risk FactorsSummary Risk FactorsOur business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may

182、adversely affectour business, financial condition, results of operations, cash flows, and prospects. These risks are discussed more fully below and include, but are notlimited to, risks related to:Risks Related to Our Business and Industry We operate in a fast-evolving industry. We cannot guarantee

183、that we will successfully implement our commercialization strategies or develop newones, or generate sustainable revenues and profit. We have incurred significant losses and we may continue to experience losses in the future. If we fail to anticipate user preferences and provide products and service

184、s to attract and retain users, or if we fail to keep up with rapid changes intechnologies and their impact on user behavior, we may not be able to attract sufficient user traffic to remain competitive, and our business andprospects may be materially and adversely affected. Our business depends on ou

185、r ability to provide users with interesting and useful content, which in turn depends on the content contributed by thecontent 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 toprivacy an

186、d cybersecurity. The improper use or disclosure of data could have a material and adverse effect on our business and prospects. Any compromise of cybersecurity of our platform could materially and adversely affect our business, operations and reputation. Increases in the costs of content on our plat

187、form 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 PRClaws or regulations, our business, financial condition and re

188、sults 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 oroffensive, our business, financial condition and results of operations may be materially and

189、adversely affected. We face uncertainties with respect to the enactment, interpretation and implementation of Notice 78 and Notice 3.Risks Related to Our Corporate Structure We are a Cayman Islands holding company conducting our operations primarily through our PRC subsidiaries, the VIEs and their s

190、ubsidiaries inChina; we have no equity ownership in the VIEs and their subsidiaries. Holders of our Class Z ordinary shares or the ADSs hold equity interest inBilibili Inc., our Cayman Islands holding company, and do not have direct or indirect equity interests in the VIEs and their subsidiaries. If

191、 the PRCgovernment finds that the agreements that establish the structure for operating our business do not comply with PRC laws and regulations, or ifthese regulations or their interpretations change in the future, we could be subject to severe penalties or be forced to relinquish our interests int

192、hose operations. Bilibili, its PRC subsidiaries and VIEs, and investors of Bilibili face uncertainty about potential future actions by the PRCgovernment that could affect the enforceability of the contractual arrangements with the VIEs and, consequently, significantly affect the financialperformance

193、 of the VIEs and our company as a whole. 14Table of Contents If the PRC government finds that the agreements that establish the structure for operating our businesses in China do not comply with PRCregulations on foreign investment in internet and other related businesses, or if these regulations or

194、 their interpretation change in the future, wecould be subject to severe penalties or be forced to relinquish our interests in those operations.Risks Related to Doing Business in China The PRC governments significant authority in regulating our operations and its oversight and control over offerings

195、 conducted overseas by, andforeign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities toinvestors. Implementation of industry-wide regulations in this nature may cause the value of such securities to significantly de

196、cline. Uncertaintiesin 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 EconomySector and oth

197、er anti-monopoly and competition laws and how it may impact our business operations. The PCAOB is currently unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of thePCAOB to conduct inspections over our auditor deprives our investor

198、s with the benefits of such inspections. The ADSs will be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, or the HFCAA, in 2024 ifthe PCAOB is unable to inspect or fully investigate auditors located in China, or in 2023 if proposed changes to the law

199、 are enacted. The delistingof 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 fillings with the CSRC or other PRC government authorities may be required in connection with our offshoreofferings under PR

200、C law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete suchfiling and report process. Regulation and censorship of information disseminated over the mobile and internet in China may adversely affect our business and subject us toliabili

201、ty for content posted on our platform.Risks Related to Our Listed Securities The trading price of our listed securities have been and are likely to continue to be volatile, regardless of our operating performance, which couldresult in substantial losses to our investors. We adopt different practices

202、 as to certain matters as compared with many other companies listed on the Hong Kong Stock Exchange.Risks Related to Our Business and IndustryWe operate in a fast-evolving industry. We cannot guarantee that we will successfully implement our commercialization strategies or develop newones, or genera

203、te sustainable revenues and profit.We operate in a fast-evolving industry, and our commercialization model is evolving. We generate revenues primarily by providing our users withvaluable content, such as videos, mobile games and live broadcasting. We also generate revenues from advertising, e-commer

204、ce and other services. Wecannot assure you that we can successfully implement the existing commercialization strategies to sustainably generate growing revenues, or that wewill be able to develop new commercialization strategies to grow our revenues. If our strategic initiatives do not enhance our a

205、bility to commercialize orenable us to develop new commercialization approaches, we may not be able to maintain or increase our revenues or recover any associated costs. Inaddition, we may introduce new products and services to expand our revenue streams, including products and services with which w

206、e have little or noprior development or operating experience. If these new or enhanced products or services fail to engage users, content creators or business partners, wemay fail to diversify our revenue streams or generate sufficient revenues to justify our investments and costs, and our business

207、and operating results maysuffer as a result. 15Table of ContentsWe have incurred significant losses and we may continue to experience losses in the future.We have incurred significant losses in the past. In 2019, 2020 and 2021, respectively, we had loss from operations of RMB1,495.2 million,RMB3,141

208、.0 million, and RMB6,429.1 million (US$1,008.9 million), respectively. We cannot assure you that we will be able to generate profits in thefuture. Our ability to achieve profitability depends in large part on our ability to manage our costs and expenses. We intend to manage and control ourcosts and

209、expenses as a proportion of our total revenues, but there can be no assurance that we will achieve this goal. We may experience losses in thefuture due to our continued investments in technology, talent, content, brand recognition, expanding user base and other initiatives. In addition, ourability t

210、o achieve and sustain profitability is affected by various factors, some of which are beyond our control, such as changes in macroeconomic andregulatory environment or competitive dynamics in the industry. Accordingly, you should not rely on our financial results of any prior period as anindication

211、of our future performance.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 intechnologies and their impact on user behavior, we may not be able to attract sufficient user traffic to remain competitive

212、, and our business andprospects may be materially and adversely affected.Our ability to retain, grow and engage our user base depends heavily on our ability to provide a superior user experience. We must offer qualitycontent covering a wide range of interests and formats, introduce successful new pr

213、oducts and services, develop user-friendly platform features, andpush effective content feeds recommendations. In particular, we must encourage content creators to upload more appealing professional user generatedcontent and we must source more popular licensed content. We must also keep providing o

214、ur users with features and functions that could enable superiorcontent viewing and social interaction experience. If we are unable to provide a superior user experience, our user base and user engagement maydecline, which may materially and adversely affect our business and growth prospects.We maint

215、ain a large content library primarily consisting of PUGV and OGV, and are developing new features to attract and retain our users. Inorder to expand our content library, we must continue to work with our content creators and incentivize them to produce content that reflects culturaltrends and mainta

216、in good business relationships with licensors of premium copyrighted content to renew our licenses and source new professionallyproduced content. Our content creators and licensors may choose to work with other large online video platforms to distribute their content if suchplatforms can offer bette

217、r products, services or terms than we do. We cannot assure you that we will be able to attract our content creators to upload theircontent to our platform or renew or enter into license agreements on commercially reasonable terms with our licensors or at all.In addition, the industry in which we ope

218、rate is characterized by rapidly changing technologies and changing user expectations. To remaincompetitive, we must adapt our products and services to evolving industry standards and improve the performance and reliability of our products andservices to be able to adapt to these changes and innovat

219、e in response to evolving user expectations. Developing and integrating new content, products,services and technologies into our existing platform could be expensive and time-consuming, and these efforts may not yield the benefits we expect. Ifwe fail to develop new products, services or innovative

220、technologies on a timely basis, or our new products, services or technologies are not accepted byour users, our business, financial performance and prospects could be materially and adversely affected. We cannot assure you that we can anticipateuser preferences and industry changes and respond to su

221、ch changes in a timely and effective manner. In addition, changes in user behavior resultingfrom technological developments may also adversely affect us. For example, the number of people accessing the internet through mobile devices,including mobile phones, tablets and other hand-held devices, has

222、increased in recent years, and we expect this trend to continue while 4G, 5G and moreadvanced mobile communications technologies are broadly implemented. If we fail to develop products and technologies that are compatible with allmobile devices, or if the products and services we develop are not wid

223、ely accepted and used by users of various mobile devices, we may not be able topenetrate the mobile markets. In addition, the widespread adoption of new internet, networking or telecommunications technologies or othertechnological changes could require substantial expenditures to modify or integrate

224、 our products, services or infrastructure. If we fail to keep up withrapid technological changes to remain competitive, our future success may be adversely affected. 16Table of ContentsOur business depends on our ability to provide users with interesting and useful content, which in turn depends on

225、the content contributed by thecontent creators on our platform.The quality of the content offered on our platform and our users level of engagement are critical to our success. In order to attract and retain usersand compete effectively, we must offer interesting and useful content and enhance our u

226、sers viewing experience. It is vital to our operations that weremain sensitive to and responsive to evolving user preferences and offer content that appeals to our users. In 2021, 92.7% of the total video views are ofPUGV, as compared to 91.4% in 2020. Thus far, we have been generally able to encour

227、age our content creators to create and upload PUGV that areappealing to our users. We have also been providing our content creators with support and guidance in various forms, including tools and products tohelp realize their commercial values and technical support for content distribution, editing

228、and uploading. However, we cannot assure you that ourcontent creators can contribute to create popular PUGV for our platform. If our content creators cease to contribute content, or their uploaded contentfails to attract or retain our users, we may experience a decline in user traffic and user engag

229、ement. If the number of users or the level of userengagement declines, we may suffer a reduction in revenue.Our business generates and processes a large amount of data, and we are required to comply with PRC and other applicable laws relating to privacyand cybersecurity. The improper use or disclosu

230、re of data could have a material and adverse effect on our business and prospects.Our business generates and processes a large quantity of data. We face risks inherent in handling and protecting large volume of data. In particular,we face a number of challenges relating to data from transactions and

231、 other activities on our platforms, including: protecting the data in and hosted on our system, including against attacks on our system by outside parties or fraudulent behavior or improper useby our employees; addressing concerns related to privacy and sharing, safety, security and other factors; a

232、nd complying with applicable laws, rules and regulations relating to the collection, use, storage, transfer, disclosure and security of personalinformation, including any requests from regulatory and government authorities relating to these data.In general, we expect that data security and data prot

233、ection compliance will receive greater attention and focus from regulators, both domesticallyand globally, as well as attract continued or greater public scrutiny and attention going forward, which could increase our compliance costs and subjectus to heightened risks and challenges associated with d

234、ata security and protection. If we are unable to manage these risks, we could become subject topenalties, including fines, suspension of business and revocation of required licenses, and our reputation and results of operations could be materiallyand adversely affected.The PRC regulatory and enforce

235、ment regime with regard to data security and data protection is evolving and may be subject to differentinterpretations or significant changes. Moreover, different PRC regulatory bodies, including the Standing Committee of the National Peoples Congress,or the SCNPC, the Ministry of Industry and Info

236、rmation Technology, or the MIIT, the Cyberspace Administration of China, the CAC, the Ministry ofPublic Security, or the MPS and State Administration of Market Regulation, or the SAMR, have enforced data privacy and protections laws andregulations with varying standards and applications. See “Item 4

237、. Information on the CompanyB. Business OverviewRegulationRegulationsRelated to Internet Information Security and Privacy Protection.” The following are examples of certain recent PRC regulatory activities in this area: 17Table of ContentsData Security In June 2021, the SCNPC promulgated the Data Se

238、curity Law, which took effect in September 2021. The Data Security Law, among other things,provides for security review procedure for data-related activities that may affect national security. In July 2021, the state council promulgated theRegulations on Protection of Critical Information Infrastruc

239、ture, which became effective on September 1, 2021. Pursuant to this regulation, criticalinformation infrastructure means key network facilities or information systems of critical industries or sectors, such as public communication andinformation service, energy, transportation, water conservation, f

240、inance, public services, e-government affairs and national defense science, thedamage, malfunction or data leakage of which may endanger national security, peoples livelihoods and the public interest. In December 2021, theCAC, together with other authorities, jointly promulgated the Cybersecurity Re

241、view Measures, which became effective on February 15, 2022 andreplaces its predecessor regulation. Pursuant to the Cybersecurity Review Measures, critical information infrastructure operators that procureinternet products and services must be subject to the cybersecurity review if their activities a

242、ffect or may affect national security. TheCybersecurity Review Measures further stipulates that network platform operators that hold personal information of over one million users shallapply with the Cybersecurity Review Office for a cybersecurity review before any public listing in a foreign countr

243、y. As of the date of this annualreport, no detailed rules or implementation rules have been issued by any authority and we have not been informed that we are a criticalinformation infrastructure operator by any government authorities. Furthermore, the exact scope of “critical information infrastruct

244、ure operators”under the current regulatory regime remains unclear, and the PRC government authorities may have wide discretion in the interpretation andenforcement of the applicable laws. Therefore, it is uncertain whether we would be deemed to be a critical information infrastructure operatorunder

245、PRC law. If we are deemed to be a critical information infrastructure operator under the PRC cybersecurity laws and regulations, we may besubject to obligations in addition to what we have fulfilled under the PRC cybersecurity laws and regulations. In November 2021, the CAC released the Regulations

246、of Internet Data Security Management (Draft for Comments), or the Draft Regulations. TheDraft Regulations provide that data processors refer to individuals or organizations that, during their data processing activities such as datacollection, storage, utilization, transmission, publication and delet

247、ion, have autonomy over the purpose and the manner of data processing. Inaccordance with the Draft Regulations, data processors shall apply for a cybersecurity review for certain activities, including, among other things,(i) the listing in a foreign country of data processors that process the person

248、al information of more than one million users and (ii) any dataprocessing activity that affects or may affect national security. However, there have been no clarifications from the relevant authorities as of thedate of this annual report as to the standards for determining whether an activity is one

249、 that “affects or may affect national security.” In addition,the Draft Regulations requires that data processors that process “important data” or are listed overseas must conduct an annual data securityassessment by itself or commission a data security service provider to do so, and submit the asses

250、sment report of the preceding year to themunicipal cybersecurity department by the end of January each year. As of the date of this annual report, the Draft Regulations was released forpublic comment only, and their respective provisions and anticipated adoption or effective date may be subject to c

251、hange with substantialuncertainty.Personal Information and Privacy In October 2020, the SCNPC revised and promulgated the Law of the PRC on the Protection of Minors (2020 Revision), which took effect onJune 1, 2021, according to which, information processors must follow the principles of legality, l

252、egitimacy and necessity when processingpersonal information of minors via internet, and must obtain consent from minors parents or other guardians when processing personalinformation of minors under age of 14. Internet service providers must also promptly alert upon the discovery of publishing priva

253、te information byminors via the internet and take necessary protective measures. In August 2021, the SCNPC promulgated the Personal Information Protection Law, which integrates the scattered rules with respect to personalinformation rights and privacy protection and took effect on November 1, 2021.

254、We update our privacy policies from time to time to meet thelatest regulatory requirements of PRC government authorities and adopt technical measures to protect data and ensure cybersecurity in asystematic way. Nonetheless, the Personal Information Protection Law elevates the protection requirements

255、 for personal information processing,and many specific requirements of this law remain to be clarified by the regulatory authorities, and courts in practice. We may be required to makefurther adjustments to our business practices to comply with the personal information protection laws and regulation

256、s. 18Table of ContentsMany of the data-related legislations are relatively new and certain concepts thereunder remain subject to interpretation by the regulators. If anydata that we possess belongs to data categories that are subject to heightened scrutiny, we may be required to adopt stricter measu

257、res for protection andmanagement of such data. The Cybersecurity Review Measures and the Draft Regulations remain unclear on whether the relevant requirements will beapplicable to companies that are already listed in the United States, such as us. We cannot predict the impact of the Cybersecurity Re

258、view Measures andthe Draft Regulations, if any, at this stage, and we will closely monitor and assess any development in the rule-making process. If the CybersecurityReview Measures and the enacted version of the Draft Regulations mandate clearance of cybersecurity review and other specific actions

259、to be taken byissuers like us, we face uncertainties as to whether these additional procedures can be completed by us timely, or at all, which may subject us togovernment enforcement actions and investigations, fines, penalties, suspension of our non-compliant operations, or removal of our app from

260、therelevant application stores, and materially and adversely affect our business and results of operations. As of the date of this annual report, we have notbeen involved in any formal investigations on cybersecurity review made by the CAC on such basis.In general, compliance with the existing PRC l

261、aws and regulations, as well as additional laws and regulations that PRC regulatory bodies mayenact in the future, related to data security and personal information protection, may be costly and result in additional expenses to us, and subject us tonegative publicity, which could harm our reputation

262、 and business operations. There are also uncertainties with respect to how such laws and regulationswill be implemented and interpreted in practice.In addition, regulatory authorities around the world have adopted or are considering a number of legislative and regulatory proposals concerningdata pro

263、tection. These legislative and regulatory proposals, if adopted, and the uncertain interpretations and application thereof could, in addition to thepossibility of fines, result in an order requiring that we change our data practices and policies, which could have an adverse effect on our business an

264、dresults of operations. The European Union General Data Protection Regulation (“GDPR”), which came into effect on May 25, 2018, includesoperational requirements for companies that receive or process personal data of residents of the European Economic Area. The GDPR establishes newrequirements applic

265、able to the processing of personal data, affords new data protection rights to individuals and imposes penalties for serious databreaches. Individuals also have a right to compensation under the GDPR for financial or non-financial losses. Although we do not conduct any businessin the European Econom

266、ic Area, in the event that residents of the European Economic Area access our website or our mobile platform and inputprotected information, we may become subject to provisions of the GDPR.Any compromise of the cybersecurity of our platform could materially and adversely affect our business, operati

267、ons and reputation.Our products and services involve the storage and transmission of users and other customers information, and security breaches expose us to arisk of loss of this information, litigation and potential liability. We experience cyber-attacks of varying degrees from time to time, and

268、we have beenable to rectify attacks without significant impact to our operations in the past. Our security measures may also be breached due to employee error,malfeasance or otherwise. Additionally, outside parties may attempt to fraudulently induce employees, users or other customers to disclose se

269、nsitiveinformation in order to gain access to our data or our users or other customers data or accounts, or may otherwise obtain access to such data oraccounts. Because the techniques used to obtain unauthorized access, disable or degrade service or sabotage systems change frequently and often are n

270、otrecognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. If an actualor perceived breach of our security occurs, the market perception of the effectiveness of our security measures could be harmed, we could lose use

271、rs andother customers, and may be exposed to significant legal and financial risks, including legal claims and regulatory fines and penalties. Any of theseactions could have a material and adverse effect on our business, reputation and results of operations. 19Table of ContentsIncreases in the costs

272、 of content on our platform may have an adverse effect on our business, financial condition and results of operations.We need to acquire or produce popular content to provide our users with an engaging and satisfying viewing experience. The acquisition of suchcontent depends on our ability to retain

273、 our content creators, OGV partners and hosts of our live broadcasting programs. We recorded content costs inour cost of revenue of RMB1,001.6 million, RMB1,875.5 million, and RMB2,694.8 million (US$422.9 million) in 2019, 2020 and 2021, respectively.As our business develops, we may incur increasing

274、 costs to produce or license OGV content and obtain live broadcasting right. Increases in marketprices for licensed content and live broadcasting rights may also have an adverse effect on our business, financial condition and results of operations.For example, in September 2020, we formed a strategi

275、c partnership with Riot Games, the developer of leading MOBA League of Legends, amongothers, for granting us a three-year exclusive license for live broadcasting the League of Legends Esports global events (in Mandarin only), including theworld renowned League of Legends World Championship, Mid-Seas

276、on Invitational, and All-Star Event in China beginning in 2020 through the 2023Mid-Season Invitational, at an aggregate purchase price of RMB800 million (US$125.5 million). If we are not able to procure licensed content atcommercially acceptable costs, our business and results of operations will be

277、adversely impacted. In addition, if we are unable to generate sufficientrevenues to outpace the increase in market prices for licensed content, our business, financial condition and results of operations may be adverselyaffected. We rely on our in-house team to generate creative ideas for original O

278、GV content and to supervise the original content origination andproduction process, and we intend to continue to invest resources in content production. If we are not able to compete effectively for talent or attract andretain top talent at reasonable costs, our original content production capabilit

279、ies would be negatively impacted.If the content contained within videos, live broadcasting, games, audios and other content formats on our platform is deemed to violate any PRClaws or regulations, our business, financial condition and results of operations may be materially and adversely affected.Th

280、e PRC government and regulatory authorities have adopted regulations governing content contained within videos, live broadcasting, games,audios and other information over the internet. Under these regulations, internet content providers are prohibited from posting or displaying content that,among ot

281、her things, violates PRC laws and regulations, impairs the national dignity of China or the public interest, or is obscene, superstitious,fraudulent, violent or defamatory on the internet. Internet content providers are also prohibited from displaying content that may be deemed by relevantgovernment

282、 authorities as “socially destabilizing” or leaking “state secrets” of China. The PRC government and regulatory authorities strengthen theregulations on internet content from time to time, such as the Opinion on Strictly Regulating Online Game Market Management jointly adopted by a fewauthorities in

283、 December 2017, the Regulations on Administration of Network Short Video Platforms, promulgated in January 2019 by China NetcastingServices Association, or the CNSA, the Censoring Criteria for Network Short Video Content promulgated in January 2019 and last amended inDecember 2021, the Administrativ

284、e Provisions on Online Audio-Visual Information Services, effective from January 1, 2020 and the Notice onStrengthening the Administration of Live Broadcasting of Game-Playing on the Online Audio-Visual Program Platform, issued in April 2022 by theOnline Audio-Visual Program Administration Division

285、of the National Radio and Television Administration of the PRC, or the NRTA (the successor ofthe State Administration of Press, Publication, Radio, Film and Television of China, or the SAPPRFT) and the Publishing Bureau of the PropagandaDepartment of the Central Committee of the Communist Party of C

286、hina. The enactment of these regulations may significantly increase our compliancecosts in recruiting additional content reviewers and training them to identify the prohibited content timely and accurately. Any failure to comply withthese regulations may subject us to liability. In November 2020, th

287、e NRTA further promulgated the Notice on Strengthening the Management of OnlineShow Live Broadcasting and E-commerce Live Broadcasting (“Notice 78”) which requests the live broadcasting platforms for online shows tostrengthen positive value guidance and to prevent the spread of the trends of wealth

288、flaunting, money worshiping and vulgarity. In February 2021, theNotice on Promulgation of the Guiding Opinions on Strengthening the Standardized Administration of Online Live Broadcasting, or Notice 3, wasissued by the CAC and other governmental authorities, which further requires live broadcasting

289、platforms to ensure correct orientation and contentsafety. On September 15, 2021, the CAC promulgated the Opinions on Further Compacting the Main Responsibility of the Website Platform onInformation Content Management, which regulates the content and quality of the information and further requires t

290、he website platform to improve thecontent review mechanism. On October 26, 2021, the Office of the Central Cyberspace Affairs Commission, or the OCCAC, issued the Notice onFurther Strengthening the Regulation on Online Information of Entertainment Celebrities. For more information, see “Item 4. Info

291、rmation on theCompanyB. Business OverviewRegulationRegulations Related to Online Transmission of Audio-Visual Programs” and “Item 4. Information onthe CompanyB. Business OverviewRegulationRegulations Related to Online Live Broadcasting Services.” 20Table of ContentsIn addition to licensed content pr

292、ovided by copyright owners, we allow our users to upload content to our platform. Our users can upload all typesof content including self-created and professionally produced content and certain graphical files for the purpose of updating user biographies and contentcovers. Currently only registered

293、users are allowed to upload content to our platform. We maintain two levels of content management and reviewprocedures to monitor the content uploaded to our platform to ensure that no content that may be deemed to be prohibited by government rules andregulations is posted and to promptly remove any

294、 infringing content. Our content screening team screens and monitors the content uploaded on ourplatform on a 24-hour, 7-day basis. For more details relating to our content monitoring procedures, see “Item 4. Information on the CompanyB.Business OverviewContent Management and Review.” However, there

295、 can be no assurance that we can identify all the videos or other content thatmay violate relevant laws and regulations due to the large amount of content uploaded by our users every day.If the content contained within videos, live broadcasting, games, audios and other content formats on our platfor

296、m is considered inappropriate oroffensive, our business, financial condition and results of operations may be materially and adversely affected.Failure to identify and prevent illegal or inappropriate content from being uploaded and/or streamed on our platform may subject us to liability. Tothe exte

297、nt that PRC regulatory authorities find any content on our platform objectionable, they may require us to limit or eliminate the dissemination ofsuch content on our platform in the form of take-down orders, cause our app to be temporarily removed from app stores, or temporarily disable certainfuncti

298、ons on our platform, or otherwise. For example, the CAC conducted a nationwide inspection of major internet platforms providing short-videocontent, and we were notified by certain smartphone app stores in China that our mobile app had been temporarily removed from July 26, 2018 untilAugust 25, 2018.

299、 We implemented the required measures promptly and reinstated the mobile app downloads from those app stores on August 26, 2018.We thereafter conducted a self-inspection by taking a comprehensive review of the content on our platform and have hired more content monitoringpersonnel. Our app may be re

300、moved from app stores again in the future, and such removal could materially and adversely affect our business operations.On December 3, 2020, in response to the reported vulgar content on our platform, the Shanghai Municipal Office of Anti-Pornography and IllegalPublication, the Shanghai Municipal

301、Internet Information Office and the Shanghai Municipal Culture and Tourism Bureau made inquiries with us andrequested us to rectify within two weeks and strengthen the content review of videos, live broadcasting, anime, bullet chatting and other content on ourplatform. We have completed the required

302、 rectification and submitted the final rectification report to the Shanghai Municipal Office of Anti-Pornography and Illegal Publication and the Shanghai Municipal Internet Information Office on December 22, 2020 and our rectification report has beenaccepted by the relevant competent authorities.In

303、addition, PRC laws and regulations are subject to interpretation by the relevant authorities, and it may not be possible to determine in all casesthe types of content that could result in our liability as a platform operator. We may also face liability for copyright or trademark infringement, fraud

304、andother claims based on the nature and content of the materials that are delivered, shared or otherwise accessed through or displayed on our platform.Furthermore, reports or publicity of violence and crimes related to our PUGV, OGV, online games, live broadcasting programs or any claims ofour PUGV,

305、 OGV, online game or live broadcasting content to be considered, among others, obscene, superstitious, fraudulent, defamatory, inappropriate,offensive or impairing public interest, may result in negative publicity, harm to our brand or a regulatory response that might have a material andadverse impa

306、ct on our business. Any claim of us failing to identify any content a viewer may find objectionable may result in negative publicity, harm toour brand or regulatory actions, which in turn might have a material and adverse impact on our business. We generate a portion of our revenues fromadvertising.

307、 Our advertising revenues might be materially and adversely affected by any decision by advertisers to reduce their advertising as a result ofadverse media reports, user complaints or other negative publicity involving us or, content on our platform. In addition, reductions of advertising byadvertis

308、ers due to allegedly objectionable content made available on our platform by content creators, licensors, or other third parties, concerns aboutour content management practices, concerns about brand reputation or potential liability, or uncertainty regarding their own legal and complianceobligations

309、, may also materially and adversely affect our advertising revenues. 21Table of ContentsWe face uncertainties with respect to the enactment, interpretation and implementation of Notice 78 and Notice 3.According to Notice 78, platforms providing online show live broadcasting or e-commerce live broadc

310、asting services shall, among other things,register their information and business operations by November 30, 2020, ensure real-name registration for all live broadcasting hosts and virtual giftingusers, prohibit users that are minors or without real-name registration from virtual gifting, and set a

311、limit on the maximum amount of virtual gifting pertime, per day, and per month.As advised by our PRC counsel, Tian Yuan Law Firm, there is currently no explicit provisions as to what limits on virtual gifting will be imposedby the NRTA pursuant to Notice 78 and it is unclear how and to what degree a

312、ny such limits would be imposed on different platforms. Currently, userswho can be identified as minors are not allowed to make virtual gifts. However, given there is no explicit provisions on how to set the limit on virtualgifting, we have not been able to set such limit on our platform. We recorde

313、d revenues generated from our live broadcasting business under VAS. Wederived 24.2%, 32.0% and 35.8% of our revenues from VAS in 2019, 2020 and 2021, respectively. Any such limits ultimately imposed may negativelyimpact our revenues derived from virtual gifting and our results of operations.Notice 7

314、8 also requests the live broadcasting platforms for online shows to register in the National Internet Audio-Visual Platforms InformationManagement System, however, in our communication with Shanghai Municipal Administration of Radio and Television, we were informed thatcurrently we are not required

315、to register in this system. We cannot guarantee that we will not be required to register in the National Internet Audio-Visual Platform Information Management System in the future, and if so required, whether we will be able to complete the registration in a timelymanner, or at all. Notice 78 also s

316、ets forth requirements for certain live broadcasting businesses with respect to real-name registration, limits on userspending on virtual gifting, restrictions on minors on virtual gifting, live broadcasting review personnel requirements, content tagging requirements, andother requirements. For more

317、 information on Notice 78, see “Item 4. Information on the CompanyB. Business OverviewRegulationRegulationsRelated to Online Live Broadcasting Services.”In February 2021, CAC and certain other governmental authorities issued Notice 3, according to which, online live broadcasting platformsproviding o

318、nline live broadcasting information services shall strictly abide by laws, regulations and regulatory requirements of the PRC, and shallstrictly perform their statutory duties and obligations, implement the list of primary responsibilities of online live broadcasting platforms and ensurecorrect orie

319、ntation and content safety. Meanwhile, Notice 3 sets forth requirements for certain live broadcasting businesses with respect to real-nameregistration, restrictions on minors on virtual gifting and other requirements, and further strengthens the industry admittance filing management. Forexample, a l

320、ive broadcasting platform that carries out business-oriented network performance activities must hold an internet cultural business licenseand complete ICP filing; and a live broadcasting platform that carries out online audio-visual program services must hold a License for OnlineTransmission of Aud

321、io-Visual Programs or complete registration with the National Internet Audio-Visual Platforms Information Management System,and complete ICP filing.Since Notice 78 and Notice 3 were newly issued and some of the requirements in them are unclear and have no explicit provisions orimplementation standar

322、ds, we are still in the process of getting further guidance from regulatory authorities and evaluating the applicability and effect ofthe various requirements under these notices on our business. Any further rulemaking under these notices or other intensified regulation with respect tolive broadcast

323、ing may increase our compliance burden in the live broadcasting business, and may have an adverse impact on our business and results ofoperations.We may not be able to effectively manage our growth and the increased complexity of our business, which could negatively impact our brand andfinancial per

324、formance.We have experienced rapid growth since our inception in 2011. Our financial performance has been and will continue to be influenced by ourability to add, retain and engage active users of our products. Our user acquisition and engagement may fluctuate depending on factors beyond ourcontrol,

325、 such as the shelter-in-place restrictions due to the COVID-19 pandemic. We have experienced a significant increase in the size and engagementof our active user base during the first quarter of 2020 partly due to the shelter-in-place restrictions in China. Although we have been able to maintainthe m

326、omentum of user growth and engagement since then as China gradually relaxed its shelter-in-place restrictions, we may not be able to maintain thegrowth of our active user base or user acquisition and the level of engagement in the long term. 22Table of ContentsAs we grow our user base and increase t

327、he level of user engagement, we may incur increasing costs, such as licensing fees and royalties forlicensed content and hosts compensation to further expand our content library to meet the growing and diversified demands of our users. If suchexpansion is not properly managed, it may adversely affec

328、t our financial and operating resources without achieving the desired effects. The marketprices for licensing fees and royalties for licensed content, such as license for live broadcasting popular e-sport events, have increased significantly inChina during the past few years. Online video broadcasti

329、ng programs are competing aggressively to license popular content titles and events, drivinglicensing fees up in general. As the market further grows, copyright owners, distributors and industry participants may demand higher licensing fees forsuch content. Furthermore, as our content library expand

330、s, we expect the costs of licensed content to continue to increase. If we are unable to generatesufficient revenues to outpace the increase in costs, we may incur more losses and our business, financial condition and results of operations may beadversely affected. See “Increases in the costs of cont

331、ent on our platform may have an adverse effect on our business, financial condition and resultsof operations.”We also anticipate further expansion in global markets. Such expansion will increase the complexity of our operations and might place asignificant strain on our management, operational and f

332、inancial resources. We are also exposed to the political, social or economic instability in overseasmarkets or regions in which we operate, and such tensions may impact our successful expansion into the overseas market. See also “We face variouschallenges and risks in connection with our expansion i

333、nto overseas markets.”As we only have a limited history of operating our business at its current scale, it is difficult to evaluate our current business and future prospects,including our ability to grow in the future. In addition, our costs and expenses may increase rapidly as we expand our business and continue to invest inour infrastructure to enhance the performance and reliability of our plat