| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION |
||
| Washington, D.C. 20549 |
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Bilibili Inc.
(Name of Issuer)
Class Z Ordinary Shares, par value $0.0001 per share
American Depositary Shares, each representing one Class Z Ordinary Share
(Title of Class of Securities)
G10970112**
090040106***
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
** CUSIP number G10970112 has been assigned to the Class Z Ordinary Shares of the Issuer, par value US$0.0001 per share.
***CUSIP number 090040106 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer, which are listed on the Nasdaq Global Select Market under the symbol “BILI”. Each ADS represents one Class Z Ordinary Share, par value US$0.0001 per share.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
13G
| CUSIP No. G10970112; 090040106 | |||||||
| 1 | Name of Reporting Persons Alibaba Group Holding Limited | ||||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||||
| (a) | o | ||||||
| (b) | x | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizenship or Place of Organization Cayman Islands | ||||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power 30,845,657(1) | |||||
| 6 | Shared Voting Power 0 | ||||||
| 7 | Sole Dispositive Power 30,845,657(1) | ||||||
| 8 | Shared Dispositive Power 0 | ||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 30,845,657(1) | ||||||
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||||||
| 11 | Percent of Class Represented by Amount in Row (9) 10.2%(2) | ||||||
| 12 | Type of Reporting Person (See Instructions) CO | ||||||
(1) Consists of 20,845,657 Class Z Ordinary Shares and 10,000,000 ADSs (as defined in Item 2(d)) held by Taobao China Holding Limited, a wholly-owned subsidiary of Taobao Holding Limited, which is a wholly-owned subsidiary of Alibaba Group Holding Limited.
(2) Percent of class calculated based on 303,872,227 Class Z Ordinary Shares of the Issuer outstanding as of September 30, 2021, as set forth in the Form 6-K filed by the Issuer on November 18, 2021.
2
13G
| CUSIP No. G10970112; 090040106 | |||||||
| 1 | Name of Reporting Persons Taobao Holding Limited | ||||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||||
| (a) | o | ||||||
| (b) | x | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizenship or Place of Organization Cayman Islands | ||||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power 30,845,657(1) | |||||
| 6 | Shared Voting Power 0 | ||||||
| 7 | Sole Dispositive Power 30,845,657(1) | ||||||
| 8 | Shared Dispositive Power 0 | ||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 30,845,657(1) | ||||||
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||||||
| 11 | Percent of Class Represented by Amount in Row (9) 10.2%(2) | ||||||
| 12 | Type of Reporting Person (See Instructions) CO | ||||||
(1) Consists of 20,845,657 Class Z Ordinary Shares and 10,000,000 ADSs (as defined in Item 2(d)) held by Taobao China Holding Limited, a wholly-owned subsidiary of Taobao Holding Limited, which is a wholly-owned subsidiary of Alibaba Group Holding Limited.
(2) Percent of class calculated based on 303,872,227 Class Z Ordinary Shares of the Issuer outstanding as of September 30, 2021, as set forth in the Form 6-K filed by the Issuer on November 18, 2021.
3
13G
| CUSIP No. G10970112; 090040106 | |||||||
| 1 | Name of Reporting Persons Taobao China Holding Limited | ||||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||||
| (a) | o | ||||||
| (b) | x | ||||||
| 3 | SEC Use Only | ||||||
| 4 | Citizenship or Place of Organization Hong Kong | ||||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power 30,845,657(1) | |||||
| 6 | Shared Voting Power 0 | ||||||
| 7 | Sole Dispositive Power 30,845,657(1) | ||||||
| 8 | Shared Dispositive Power 0 | ||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 30,845,657(1) | ||||||
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||||||
| 11 | Percent of Class Represented by Amount in Row (9) 10.2%(2) | ||||||
| 12 | Type of Reporting Person (See Instructions) CO | ||||||
(1) Consists of 20,845,657 Class Z Ordinary Shares and 10,000,000 ADSs (as defined in Item 2(d)) held by Taobao China Holding Limited, a wholly-owned subsidiary of Taobao Holding Limited, which is a wholly-owned subsidiary of Alibaba Group Holding Limited.
(2) Percent of class calculated based on 303,872,227 Class Z Ordinary Shares of the Issuer outstanding as of September 30, 2021, as set forth in the Form 6-K filed by the Issuer on November 18, 2021.
4
| Item 1(a). | Name of Issuer: Bilibili Inc. (the “Issuer”) | |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: Building 3, Guozheng Center, No. 485 Zhengli Road, Yangpu District, Shanghai, People’s Republic of China | |
| Item 2(a). |
Name of Person Filing: 1. Alibaba Group Holding Limited 2. Taobao Holding Limited 3. Taobao China Holding Limited | |
| Item 2(b). |
Address of Principal Business Office or, if none, Residence: c/o Alibaba Group Services Limited, 26/F Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong | |
| Item 2(c). |
Citizenship: 2. Taobao Holding Limited — Cayman Islands 3. Taobao China Holding Limited — Hong Kong | |
| Item 2(d). |
Title of Class of Securities: American Depositary Shares (“ADSs”) of the Issuer, each representing one Class Z Ordinary Share, par value US$0.0001 per share. | |
| Item 2(e). |
CUSIP Number: CUSIP number 090040106 has been assigned to ADSs of the Issuer, each representing one Class Z Ordinary Share. | |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| Not applicable. | ||
| Item 4. | Ownership. | |
| Reporting Person (1) |
Amount beneficially owned |
Percent of class (2) |
Sole power to vote or direct the vote (1) |
Shared power to vote or direct the vote |
Sole power to dispose or to direct the disposition (1) |
Shared power to dispose or to direct the disposition |
|||||||
| Alibaba Group Holding Limited | 30,845,657 | 10.2 | % | 30,845,657 | 0 | 30,845,657 | 0 | ||||||
| Taobao Holding Limited | 30,845,657 | 10.2 | % | 30,845,657 | 0 | 30,845,657 | 0 | ||||||
| Taobao China Holding Limited | 30,845,657 | 10.2 | % | 30,845,657 | 0 | 30,845,657 | 0 |
(1) Taobao China Holding Limited is the holder of 20,845,657 Class Z Ordinary Shares and 10,000,000 ADSs, each representing one Class Z Ordinary Share, of the Issuer and is a wholly-owned subsidiary of Taobao Holding Limited, which is a wholly-owned subsidiary of Alibaba Group Holding Limited. Accordingly, Taobao Holding Limited and Alibaba Group Holding Limited may be deemed to beneficially own the securities of the Issuer held by Taobao China Holding Limited.
(2) Percent of class calculated based on 303,872,227 Class Z Ordinary Shares of the Issuer outstanding as of September 30, 2021, as set forth in the Form 6-K filed by the Issuer on November 18, 2021.
5
|
Item 5. |
Ownership of Five Percent or Less of a Class. |
| Not applicable. | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
| Not applicable. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
| Not applicable. | |
| Item 8. | Identification and Classification of Members of the Group. |
| Not applicable. | |
| Item 9. | Notice of Dissolution of Group. |
| Not applicable. | |
| Item 10. | Certifications. |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | |
6
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Dated: February 10, 2022 | ALIBABA GROUP HOLDING LIMITED |
| /s/ Jinwei Zhang | |
| Name: Jinwei Zhang | |
| Title: Authorized Signatory | |
| TAOBAO HOLDING LIMITED | |
| /s/ Jinwei Zhang | |
| Name: Jinwei Zhang | |
| Title: Director | |
| TAOBAO CHINA HOLDING LIMITED | |
| /s/ Jinwei Zhang | |
| Name: Jinwei Zhang | |
| Title: Director |