Bilibili to Seek Shareholder Nod for Director Re-election, 20% Issuance Capacity and 10% Buyback at 17 June AGM

Bulletin Express04-16

Bilibili Inc. (BILIBILI-W) has issued a circular convening its 2026 annual general meeting (AGM) for 17 June 2026 in Shanghai.

Key resolutions up for approval:

1. Financials and Audit • Adoption of the audited consolidated financial statements for the year ended 31 December 2025. • Re-appointment of PricewaterhouseCoopers and PwC Zhong Tian LLP as Hong Kong and U.S. auditors for 2026, with the Board authorised to set remuneration.

2. Board Composition • Re-election of Chairman & CEO Rui Chen and independent directors Eric He and Guoqi Ding. All retire by rotation under Article 89(g)(i) and are eligible for re-election. • The Nomination Committee confirms that both independent nominees meet Rule 3.13 independence criteria.

3. Capital Management Proposals • Share Issue Mandate: authority to issue, allot or transfer out of treasury up to 20% of issued shares, representing a maximum of 83.32 million Class Z ordinary shares based on 416.62 million shares outstanding as of 8 April 2026. • Share Repurchase Mandate: authority to buy back up to 10% of issued shares, or 41.66 million Class Z shares/ADSs. Repurchased shares may be cancelled or held as treasury shares; subsequent sales from treasury will count toward the 20% issue limit. • Extension Mandate: conditional increase of the 20% issuance limit by the number of shares actually repurchased.

4. Governance Update • Adoption of a ninth amended and restated Articles of Association to embed HKEX weighted-voting-rights provisions (Rule 8A.44) and other housekeeping changes.

Key timetable:

• Share/ADS Record Date: 7 May 2026 • ADS voting cut-off: 5 June 2026, 10:00 a.m. (New York) • Proxy form deadline (shares): 15 June 2026, 4:30 p.m. (Hong Kong)

All AGM resolutions will be decided by poll. As of the latest practicable date, Bilibili had 416.62 million shares in issue; WVR beneficiaries hold 70.29% of voting rights on non-reserved matters. The company states that exercising the repurchase mandate will not trigger a mandatory general offer under the Hong Kong Takeovers Code.

Disclaimer: Investing carries risk. This is not financial advice. The above content should not be regarded as an offer, recommendation, or solicitation on acquiring or disposing of any financial products, any associated discussions, comments, or posts by author or other users should not be considered as such either. It is solely for general information purpose only, which does not consider your own investment objectives, financial situations or needs. TTM assumes no responsibility or warranty for the accuracy and completeness of the information, investors should do their own research and may seek professional advice before investing.

Comments

We need your insight to fill this gap
Leave a comment