Bilibili Inc.
For the period ended Sep 8, 2026. Filed Sep 8, 2026.
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Sep 8, 2026 · Filed Sep 8, 2026
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BILI$14.66+2.9%Stored close · as of Nov 6, 2026
Contents
EX-99.2 · THE NOTES
THE NOTES
The principal terms of the Notes are set out below:
| Issuer: | The Company |
|---|---|
| Issue size: | US$700 million aggregate principal amount of the Notes. |
| Form and denomination: | The Notes will be in denominations of US$200,000 and integral multiples of US$1,000 in excess thereof. |
| Issue price: | 100% of the principal amount of the Notes. |
| Interest: | The Notes will not bear regular interest, and the principal amount of the Notes will not accrete. |
|---|---|
| Conversion rights: | Holders may convert all or any portion of their Notes, in principal amounts of US$200,000 or any amount in excess thereof which is an integral multiple of US$1,000, at their option at any time prior to the close of business on the seventh scheduled trading day immediately preceding the maturity date. |
| Settlement upon conversion: | Conversions will be settled in Class Z Ordinary Shares and cash in lieu of any fractional Class Z Ordinary Share. |
| Class Z Ordinary Shares deliverable upon conversion of the Notes (the “Conversion Shares”) will be issued under the General Mandate. | |
| Conversion price: | The initial conversion price (the “Conversion Price”) (subject to adjustment), is approximately HK$155.79 per Conversion Share, which represents: |
| (i) a premium of approximately 28.2% to the closing price of US$15.50 per ADS on the Nasdaq on September 3, 2026, being the previous trading day on the Nasdaq immediately prior to the date of the Purchase Agreement, converted at a pre-determined exchange rate for Hong Kong dollars; | |
| (ii) a premium of approximately 28.3% to the closing price of HK$121.40 per Class Z Ordinary Share on the Stock Exchange on September 4, 2026, being the date of the Purchase Agreement; | |
| (iii) a premium of approximately 26.2% to the average closing price of approximately HK$123.46 per Class Z Ordinary Share on the Stock Exchange for the last five consecutive trading days immediately prior to the date of the Purchase Agreement; and | |
| (iv) a premium of approximately 35.0% to the clearing share price of the Concurrent Equity Placement of HK$115.38 per Class Z Ordinary Share. | |
| The Conversion Price for each Conversion Share will not be less than the benchmark price set out in Rule 13.36(5) of the Listing Rules. |
| The Conversion Price was determined after arm’s length negotiations between the parties with reference to the Reference Price. The Conversion Price is subject to adjustment upon the occurrence of customary prescribed events, including: cash or share dividend distribution, share split, share combination, rights issues of Class Z Ordinary Shares or options over Class Z Ordinary Shares (directly or in the form of ADSs), payment for Class Z Ordinary Shares (directly or in the form of ADSs) in respect of a tender or exchange offer, and other events as stipulated in the terms of the Notes. | |
| The net price of each Conversion Share to the Company, based on the estimated net proceeds of approximately US$690.4 million and 35,236,180 Conversion Shares that are issuable under the Notes (excluding adjustment and make-whole adjustments) (based on the initial conversion rate of 50.3374 Shares per US$1,000 principal amount of Notes), is expected to be approximately US$19.5921, converted at a pre-determined exchange rate for U.S. dollars. The Conversion Shares have an aggregate nominal value of US$3,523.62 and a market value of US$545,572,749, converted at a pre-determined exchange rate for U.S. dollars, based on the closing price of HK$121.40 per Class Z Ordinary Share on the Stock Exchange on the date of the Purchase Agreement. | |
| Maturity: | The Notes will mature on September 15, 2031, unless earlier converted, redeemed or repurchased. |
|---|---|
| Redemption: | The terms of the Notes specify circumstances in which the Notes may be redeemed. |
| Redemption by the Noteholders: | |
| Noteholders have the right, at their option, to require the Company to repurchase for cash all or any part of their Notes on September 15, 2029, or in the event of certain fundamental changes, at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased. |
| Redemption by Company: | |
| (i) Optional redemption: The Company may redeem the Notes for cash, at its option, in whole or in part, on or after September 28, 2029 if the last reported sale price of the Class Z Ordinary Shares (converted into U.S. dollars at the prevailing rate as of such trading day) has been at least 130% of the conversion price for the notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed. | |
| (ii) Cleanup redemption: The Company may redeem the Notes for cash all but not part of the Notes at any time if less than 10% of the aggregate principal amount of Notes originally issued remain outstanding at such time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed. | |
| (iii) Tax redemption: The Company may redeem all but not part of the Notes upon occurrence of certain tax-related events, at a redemption price equal to 100% of the principal amount thereof. | |
| Transfer restrictions: | Neither the notes nor the Class Z ordinary shares deliverable upon conversion have been registered under the Securities Act. Prior to the date that is 40 days after the earlier of (i) the last date of original issuance of the Notes and (ii) the 90th day following September 9, 2026 (such earlier date, the “distribution compliance period start date” and such date that is 40 days thereafter, the “distribution compliance period end date”), holders may only resell or otherwise transfer any of the Notes to, or for the account or benefit of, non-U.S. persons that are “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) outside the United States. On or after the distribution compliance period end date and prior to the date that is one year after the distribution compliance period start date, holders may only resell or otherwise transfer any of the Notes to, or for the account or benefit of, persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A). |
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| Ranking: | The Notes will be the Group’s general unsecured obligations that rank senior in right of payment to all of its indebtedness that is expressly subordinated in right of payment to the Notes. The Notes will rank equal in right of payment with all of the Group’s liabilities that are not so subordinated, including its obligations under the December 2026 Notes, the 2027 Notes and the 2030 Notes. |
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The Notes will not be offered or sold in Hong Kong to the “public” within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Notes have been offered only tonon-U.S. persons that are “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) outside the United States in compliance with Regulation S under the Securities Act. There can be no assurance that the Notes Offerings will be completed.
None of the purchasers of the Notes (including the Convertible Arbitrage Investors, defined below) is expected to be a connected person of the Company and none of the sellers of the Class Z Ordinary Shares under the Concurrent Repurchases (as defined below) is a connected person of the Company.
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