Bilibili Inc. (BILIBILI-W, 09626) has released its latest Company Information Sheet (dated 17 June 2026), detailing regulatory waivers, corporate governance enhancements and constitutional amendments linked to its dual-primary listing on Hong Kong’s Main Board.
Key waivers approved by HKEX
• Joint company secretaries – Rules 3.28 & 8.17: CFO Xin Fan continues as joint company secretary alongside Anita Chau (Vistra Corporate Services) for a three-year period ending 2027, subject to ongoing compliance.
• US GAAP reporting – Rule 19.25A / Appendix 16: Bilibili may keep US GAAP for its financial statements, provided it discloses key differences versus IFRS and supplies audited reconciliation statements. Reversion to HKFRS/IFRS will be required if US listing obligations cease.
• VIE connected-transaction regime – Rules 14A.35, 14A.36, 14A.52 & 14A.53: Transactions under Bilibili’s variable interest entity structures (Shanghai Kuanyu, Hode Information Technology, Chaodian Culture and subsidiaries) are exempt from annual caps, shareholder approval and three-year term limits, subject to enhanced INED oversight, ongoing disclosure and audit review.
• Share option exercise price – Rule 17.03E: Options under the Second Amended & Restated 2018 Share Incentive Plan may use the higher of (i) the per-share closing price of Bilibili’s Nasdaq-listed ADSs on grant date or (ii) the five-day average, both in US dollars.
Weighted voting rights (WVR) framework
• Each Class Y share carries 10 votes; each Class Z share carries 1 vote. • Class Y shares are restricted to the three founders (or their wholly-controlled vehicles) and auto-convert to Class Z upon death, departure from the board, loss of eligibility or transfer to non-founder parties. • No further Class Y shares can be issued without HKEX approval and only in limited pro rata circumstances. • On a poll, each share (Class Y or Class Z) has one vote on amendments to the Memorandum & Articles, appointment/removal of INEDs or auditors, and any voluntary liquidation.
Corporate governance and compliance
• A nomination committee (majority INEDs) and a corporate governance committee (all INEDs) oversee board composition, WVR safeguards, connected-transaction monitoring and continuous engagement with shareholders. • A Compliance Adviser will remain in place on a permanent basis, with the board required to consult on specified matters including WVR risks and connected transactions.
Constitutional update
• Adoption of Ninth Amended & Restated Memorandum & Articles of Association dated 17 June 2026. • Authorised share capital: US$1 million divided into 10 billion shares – 100 million Class Y, 9.8 billion Class Z, and 100 million undesignated shares.
Other provisions
• Bilibili confirms rights of inspection for Hong Kong branch register during trading hours. • Share certificates will bear the legend “A company controlled through weighted voting rights” as required by HKEX. • The deposit agreement for ADSs (Nasdaq: BILI) is unchanged; Deutsche Bank Trust Company Americas remains depositary.
This disclosure aligns with HKEX requirements and underlines Bilibili’s commitment to US GAAP reporting, its WVR structure, and strengthened governance controls under the dual-primary listing regime.