United States securities and exchange commission logo
August 29, 2023
Rui Chen
Chief Executive Officer
Bilibili Inc.
Building 3, Guozheng Center
No. 485 Zhengli Road, Yangpu District
Shanghai, 200433
People s Republic of China
Re: Bilibili Inc.
Form 20-F for the
Fiscal Year Ended December 31, 2022
Filed April 27,
2023
File No. 001-38429
Dear Rui Chen:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 3. Key Information, page 5
1. Please provide a
detailed legal analysis regarding whether the company and each of its
subsidiaries meet the
definition of an investment company under Section 3(a)(1)(A) of
the 1940 Act. In your
response, please address, in detail, each of the factors outlined in
Tonapah Mining Company
of Nevada, 26 SEC 426 (1947) and provide legal and factual
support for your
analysis of each such factor.
2. Please provide a legal
analysis of whether the company and each of its subsidiaries meets
the definition of an
investment company under Section 3(a)(1)(C) of the 1940 Act.
Please include in your
analysis all relevant calculations under Section 3(a)(1)(C) as of the
most recent fiscal
quarter end, identifying each constituent part of the numerator(s) and
Rui Chen
FirstName
Bilibili Inc.LastNameRui Chen
Comapany
August 29, NameBilibili
2023 Inc.
August
Page 2 29, 2023 Page 2
FirstName LastName
denominator(s). Please also describe and discuss any other substantive
determinations
and/or characterizations of assets that are material to your
calculations.
3. Without limiting the generality of the foregoing question, please
provide factual details
and a detailed legal analysis regarding whether the Company views the
following assets of
the Company and its subsidiaries identified in Item. 5. Operating and
Financial Review
and Prospects, Selected Condensed Consolidating Balance Sheets Data,
to be investment
securities as defined under Section 3(a)(2) of the 1940 Act:
Amounts due from Group companies (which the notes to the
balance sheet indicate
represent the elimination of intercompany balances among Bilibili
Inc., other
subsidiaries, primary beneficiaries of VIEs, and VIEs and VIEs
subsidiaries)
Cash and cash equivalents
Time deposits
Restricted cash
Accounts receivable
Amount due from related parties
Prepayments and other current assets
Short-term investments
Long-term investments
Investment in subsidiaries and net assets of VIEs and VIEs
subsidiaries
Other non-current assets
4. Please provide a detailed legal analysis regarding whether the company
views any of the
VIEs to be a majority-owned subsidiary under section 2(a)(24) of
the 1940 Act,
wholly-owned subsidiary under section 2(a)(43) of the 1940
Act or, to the extent
applicable, as a company controlled primarily by the wholly
foreign-owned enterprise
( WFOE ) under Rule 3a-1 under the 1940 Act, as applicable.
Permissions Required from the PRC Authorities for Our Operations, page 7
5. Please confirm whether you: (i) have been required to obtain any
permission from or
complete any filing with the CRSC, and (ii) have been required to go
through a
cybersecurity review by the CAC. If so, state affirmatively whether
you have received all
requisite permissions or approvals, or whether any have been denied.
If you have
determined that no permissions are required, please clarify your basis
for such
determination, including whether you relied on the opinion of counsel.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections,
page 174
6. We note your statement that you reviewed your register of members and
public EDGAR
filings made by your shareholders in connection with your required
submission under
paragraph (a). Please supplementally describe any additional materials
that were reviewed
and tell us whether you relied upon any legal opinions or third party
certifications such as
affidavits as the basis for your submission. In your response, please
provide a similarly
detailed discussion of the materials reviewed and legal opinions or
third party
Rui Chen
FirstName
Bilibili Inc.LastNameRui Chen
Comapany
August 29, NameBilibili
2023 Inc.
August
Page 3 29, 2023 Page 3
FirstName LastName
certifications relied upon in connection with the required disclosures
under paragraphs
(b)(2) and (3).
7. In order to clarify the scope of your review, please supplementally
describe the steps you
have taken to confirm that none of the members of your board or the
boards of your
consolidated foreign operating entities are officials of the Chinese
Communist Party. For
instance, please tell us how the board members current or prior
memberships on, or
affiliations with, committees of the Chinese Communist Party factored
into your
determination. In addition, please tell us whether you have relied
upon third party
certifications such as affidavits as the basis for your disclosure.
8. We note that your disclosures pursuant to Items 16I(b)(2), (b)(3) and
(b)(5) are provided
for Bilibili, Inc. or the VIEs. We also note that your list of
subsidiaries in Exhibit 8.1
appears to indicate that you have subsidiaries in Hong Kong and Japan
that are not
included in your VIEs. Please note that Item 16I(b) requires that you
provide disclosures
for yourself and your consolidated foreign operating entities,
including variable interest
entities or similar structures.
With respect to (b)(2), please supplementally clarify the
jurisdictions in which your
consolidated foreign operating entities are organized or
incorporated and provide the
percentage of your shares or the shares of your consolidated
operating entities owned
by governmental entities in each foreign jurisdiction in which
you have consolidated
operating entities in your supplemental response.
With respect to (b)(3) and (b)(5), please provide the required
information for you and
all of your consolidated foreign operating entities in your
supplemental response.
9. With respect to your disclosure pursuant to Item 16I(b)(5), we note
that you have included
language that such disclosure is to our knowledge. Please
supplementally confirm
without qualification, if true, that your articles and the articles of
your consolidated
foreign operating entities do not contain wording from any charter of
the Chinese
Communist Party.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Laura Veator, Senior Staff Accountant, at
(202)-551-3716 or Stephen
Krikorian, Accounting Branch Chief, at (202)-551-3488 with any questions.
Contact Austin
Pattan at (202) 551-6756 or Andrew Mew at (202) 551-3377 if you have any
questions about
comments related to your status as a Commission-Identified Issuer during your
most recently
completed fiscal year.
Rui Chen
Bilibili Inc.
August 29, 2023
Page 4
Sincerely,
FirstName LastNameRui Chen
Division of Corporation Finance
Comapany NameBilibili Inc.
Office of Technology
August 29, 2023 Page 4
cc: Haiping Li
FirstName LastName