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Bilibili closes $200M Tencent convertible note deal

The two payment obligations were discharged by set-off, and all 13,591,090 repurchased Class Z shares were designated for cancellation.

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Form Type
6-K

Rhea-AI Filing Summary

Bilibili Inc. completed the concurrent closing of Tencent’s subscription for US$200 million aggregate principal amount of convertible senior notes and Bilibili’s repurchase from Tencent, through subsidiaries, of a portion of its existing Class Z Ordinary Shares and ADSs for US$200 million. Closing took place November 5, 2026, after Hong Kong trading hours. The subscription price payable by Tencent and the repurchase price payable by Bilibili were discharged by set-off.

Bilibili repurchased 13,591,090 Class Z Ordinary Shares on November 4, 2026, at HKD 115.38 per share, for an aggregate HKD 1,568,140,000 through a private arrangement; those shares were designated for cancellation. The illustrative ownership table, assuming no other shareholding changes, shows Tencent’s Class Z holding at 13,639,108 shares before completion and 48,018 immediately afterward, assuming no note conversion. A separate full-conversion scenario at the initial Conversion Price, after the Rule 8A.15 cancellation adjustment, shows 434,984,296 total shares excluding treasury shares.

Filing Explained

The return also records an earlier repurchase of 6,795,540 Class Z shares on September 4, 2026 at HKD 115.38 as not cancelled; unlike the 13,591,090 shares designated for cancellation in the November transaction, this earlier tranche is not reported as cancelled.

Convertible senior notes subscription principal US$200 million Tencent subscription completed November 5, 2026
Concurrent Tencent repurchase amount US$200 million Repurchase completed November 5, 2026
Class Z Ordinary Shares repurchased 13,591,090 shares Repurchased November 4, 2026, for cancellation
Repurchase price per share HKD 115.38 November 4, 2026 private arrangement
Aggregate repurchase price HKD 1,568,140,000 November 4, 2026 repurchase
Tencent Class Z Ordinary Shares after completion 48,018 shares Illustrative table assuming no note conversion
Total shares excluding treasury shares 434,984,296 shares Illustrative full-conversion scenario after the Rule 8A.15 cancellation adjustment
convertible senior notes financial
"offering of convertible senior notes"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
set-off financial
"were satisfied and discharged by set-off against each other"
A set-off is a legal or contractual right to cancel or reduce two parties' mutual debts by netting them against each other so only the balance is payable. It works when each party both owes and is owed money under agreements that allow netting; the smaller obligation is deducted from the larger instead of making two separate payments. Whether set-off can be used depends on the contract terms and applicable law—requirements often include that the obligations are mutual, due, and certain, and some insolvency or regulatory rules can restrict or prohibit set-off.
initial Conversion Price financial
"full conversion of the Notes at the initial Conversion Price"
The initial conversion price is the fixed price per share used when a convertible security (such as a bond or preferred share) is first issued to determine how many common shares the holder can receive on conversion. It sets the conversion ratio at issuance (conversion ratio = principal or par value ÷ initial conversion price) and therefore affects how much ownership dilution conversion will create for existing shareholders, similar to an exchange rate between two currencies.
Rule 8A.15 Adjustment regulatory
"Rule 8A.15 Adjustment resulting from the cancellation of Repurchased Shares"
weighted voting rights regulatory
"controlled through weighted voting rights"
A system where some shares carry more voting power than others so certain owners can control corporate decisions with fewer shares. Think of it like tickets to a meeting where some tickets count for five votes and others for one: it lets founders or insiders steer strategy and board picks even if they don't own most of the stock. For investors this affects corporate governance, the protection of minority shareholders, and how much influence public holders have over major decisions.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did BILI complete with Tencent?

Bilibili completed Tencent’s subscription for US$200 million aggregate principal amount of convertible senior notes alongside a US$200 million repurchase from Tencent. Closing occurred November 5, 2026, after Hong Kong trading hours.

How many BILI shares were repurchased from Tencent?

Bilibili repurchased 13,591,090 Class Z Ordinary Shares on November 4, 2026, at HKD 115.38 per share, for an aggregate HKD 1,568,140,000 through a private arrangement. The shares were designated for cancellation.

What does BILI’s full-conversion scenario show?

At full conversion of the Notes at the initial Conversion Price, following the Rule 8A.15 adjustment for cancellation, the illustrative table shows 434,984,296 total shares excluding treasury shares. It lists 25,168,700 Class Z Ordinary Shares for conversion holders other than Tencent and 10,115,498 Class Z Ordinary Shares held by Tencent.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2026

Commission File Number: 001-38429

 

 

Bilibili Inc.

 

 

Building 3, Guozheng Center, No. 485 Zhengli Road

Yangpu District, Shanghai, 200433

People’s Republic of China

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒   Form 40-F ☐

 

 
 


Exhibit Index

 

Exhibit 99.1    –    Announcement with The Stock Exchange of Hong Kong Limited – Completion of the Tencent Notes Subscription and the Concurrent Tencent Repurchase
Exhibit 99.2    –    Next Day Disclosure Return dated November 6, 2026


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

BILIBILI INC.
By   :  

/s/ Xin Fan

Name   :   Xin Fan
Title   :   Chief Financial Officer

Date: November 6, 2026

Exhibit 99.1

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

 

LOGO

Bilibili Inc.

(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)

(Stock Code: 9626)

COMPLETION OF THE TENCENT NOTES SUBSCRIPTION AND THE CONCURRENT TENCENT REPURCHASE

Reference is made to the announcements of Bilibili Inc. (“Bilibili” or the “Company”) dated September 4, 2026, the circular of the Company dated September 25, 2026 (the “Circular”) and the poll results announcement of the Company dated October 28, 2026 in relation to, among others, (i) the subscription by Tencent (through its subsidiary) for US$200 million in aggregate principal amount of the Notes (the “Tencent Notes Subscription”) and (ii) the repurchase by the Company of a portion of the existing Class Z Ordinary Shares and ADSs held by Tencent (through its subsidiaries) for US$200 million (the “Concurrent Tencent Repurchase”). Unless otherwise defined, capitalized terms used in this announcement shall have the same meanings as those defined in the Circular.

The Company is pleased to announce that the concurrent closing of the Tencent Notes Subscription and the Concurrent Tencent Repurchase took place on November 5, 2026 (after Hong Kong trading hours).

EFFECTS ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

Assuming there being no other change in the shareholding structure of the Company since the Shares Record Date, the following table sets out, for illustrative purposes only, the shareholding structure of the Company (i) immediately before the completion of the Concurrent Tencent Repurchase and the Tencent Notes Subscription; (ii) immediately after the completion of the Concurrent Tencent Repurchase and the Tencent Notes Subscription, assuming no conversion of the Notes; (iii) immediately after the completion of the Concurrent Tencent Repurchase and the Tencent Notes Subscription and Rule 8A.15 Adjustment resulting from the cancellation of Repurchased Shares under the Concurrent Tencent Repurchase, assuming no conversion of the Notes; and (iv) immediately after the completion of the Concurrent Tencent Repurchase and the Tencent Notes Subscription, Rule 8A.15 Adjustment resulting from the cancellation of Repurchased Shares under the Concurrent Tencent Repurchase and the full conversion of the Notes at the initial Conversion Price:

 

1


   

Immediately before

completion of

the Concurrent Tencent

Repurchase

and the Tencent Notes

Subscription

   

Immediately after

completion of

the Concurrent Tencent

Repurchase

and the Tencent Notes

Subscription,

assuming no conversion

of the Notes

   

Immediately after

completion of

the Concurrent Tencent

Repurchase and

the Tencent Notes

Subscription and

Rule 8A.15

Adjustment resulting from

the cancellation of

Repurchased

Shares under

the Concurrent Tencent

Repurchase,

assuming no conversion

of the Notes

   

Immediately after

completion of

the Concurrent Tencent

Repurchase and

the Tencent

Notes Subscription,

Rule 8A.15 Adjustment

resulting from

the cancellation of

Repurchased

Shares under

the Concurrent

Tencent

Repurchase and

the full conversion of the Notes at

the initial Conversion Price

 
   

Number

and class
of
Shares(1)(2)

   

Approx.

% of

beneficial
ownership(1)

   

Approx.

% of

voting
power(1)

   

Number

and class
of
Shares(3)(4)

   

Approx.

% of

beneficial
ownership(4)

   

Approx.

% of

voting
power(4)

   

Number

and class
of
Shares(3)(5)

   

Approx.

% of

beneficial
ownership(4)(5)

   

Approx.

% of

voting

power(4)(5)

   

Number

and class
of
Shares(3)(5)

   

Approx.

% of

beneficial
ownership(4)(5)

   

Approx.

% of

voting

power(4)(5)

 

Shareholders

                       

Mr. Rui Chen (including his associates)(6)

   


47,255,888
Class Y
Ordinary
Shares
 
 
 
 
    11.4 %      42.2 %     


47,255,888
Class Y
Ordinary
Shares
 
 
 
 
    11.8 %      42.7 %     


45,702,057
Class Y
Ordinary
Shares
 
 
 
 
    11.4 %      42.2 %     


45,702,057
Class Y
Ordinary
Shares
 
 
 
 
    10.5 %      40.9 % 
   


776,914
Class Z
Ordinary
Shares
 
 
 
 
    0.2 %      0.1 %     


776,914
Class Z
Ordinary
Shares
 
 
 
 
    0.2 %      0.1 %     


2,330,745
Class Z
Ordinary
Shares
 
 
 
 
    0.6 %      0.2 %     


2,330,745
Class Z
Ordinary
Shares
 
 
 
 
    0.5 %      0.2 % 

Ms. Ni Li (including her associates)(6)

   


7,083,542
Class Y
Ordinary
Shares
 
 
 
 
    1.7 %      6.3 %     


7,083,542
Class Y
Ordinary
Shares
 
 
 
 
    1.8 %      6.4 %     


6,850,627
Class Y
Ordinary
Shares
 
 
 
 
    1.7 %      6.3 %     


6,850,627
Class Y
Ordinary
Shares
 
 
 
 
    1.6 %      6.1 % 
   


116,458
Class Z
Ordinary
Shares
 
 
 
 
    0.0 %      0.0 %     


116,458
Class Z
Ordinary
Shares
 
 
 
 
    0.0 %      0.0 %     


349,373
Class Z
Ordinary
Shares
 
 
 
 
    0.1 %      0.0 %     


349,373
Class Z
Ordinary
Shares
 
 
 
 
    0.1 %      0.0 % 

Mr. Yi Xu (including his associates)(6)

   


24,071,459
Class Y
Ordinary
Shares
 
 
 
 
    5.8 %      21.5 %     


24,071,459
Class Y
Ordinary
Shares
 
 
 
 
    6.0 %      21.8 %     


23,279,960
Class Y
Ordinary
Shares
 
 
 
 
    5.8 %      21.5 %     


23,279,960
Class Y
Ordinary
Shares
 
 
 
 
    5.4 %      20.8 % 
   


3,340,749
Class Z
Ordinary
Shares
 
 
 
(7) 
    0.8 %      0.3 %     


3,340,749
Class Z
Ordinary
Shares
 
 
 
(7) 
    0.8 %      0.3 %     


4,132,248
Class Z
Ordinary
Shares
 
 
 
(7) 
    1.0 %      0.4 %     


4,132,248
Class Z
Ordinary
Shares
 
 
 
(7) 
    0.9 %      0.4 % 

Holder(s) of the Conversion Shares (other than Tencent)

    —        —        —        —        —        —        —        —        —       


25,168,700
Class Z
Ordinary
Shares
 
 
 
 
    5.8 %      2.3 % 

 

2


   

Immediately before

completion of

the Concurrent Tencent

Repurchase

and the Tencent Notes

Subscription

   

Immediately after

completion of

the Concurrent Tencent

Repurchase

and the Tencent Notes

Subscription,

assuming no conversion

of the Notes

   

Immediately after

completion of

the Concurrent Tencent

Repurchase and

the Tencent Notes

Subscription and

Rule 8A.15

Adjustment resulting from

the cancellation of

Repurchased

Shares under

the Concurrent Tencent

Repurchase,

assuming no conversion

of the Notes

   

Immediately after

completion of

the Concurrent Tencent

Repurchase and

the Tencent

Notes Subscription,

Rule 8A.15 Adjustment

resulting from

the cancellation of

Repurchased

Shares under

the Concurrent

Tencent

Repurchase and

the full conversion of the Notes at

the initial Conversion Price

 
   

Number

and class of
Shares(1)(2)

   

Approx.

% of

beneficial
ownership(1)

   

Approx.

% of

voting
power(1)

   

Number

and class of
Shares(3)(4)

   

Approx.

% of

beneficial
ownership(4)

   

Approx.

% of

voting
power(4)

   

Number

and class of
Shares(3)(5)

   

Approx.

% of

beneficial
ownership(4)(5)

   

Approx.

% of

voting

power(4)(5)

   

Number

and class of
Shares(3)(5)

   

Approx.

% of

beneficial
ownership(4)(5)

   

Approx.

% of

voting

power(4)(5)

 

Tencent (including its subsidiaries)

   


13,639,108
Class Z
Ordinary
Shares
 
 
 
 
    3.3 %      1.2 %     


48,018
Class Z
Ordinary
Shares
 
 
 
 
    0.0 %      0.0 %     


48,018
Class Z
Ordinary
Shares
 
 
 
 
    0.0 %      0.0 %     


10,115,498
Class Z
Ordinary
Shares
 
 
 
 
    2.3 %      0.9 % 

Other Shareholders

   


317,055,088
Class Z
Ordinary
Shares
 
 
 
 
    76.7 %      28.3 %     


317,055,088
Class Z
Ordinary
Shares
 
 
 
 
    79.3 %      28.7 %     


317,055,088
Class Z
Ordinary
Shares
 
 
 
 
    79.3 %      29.3 %     


317,055,088
Class Z
Ordinary
Shares
 
 
 
 
    72.9 %      28.4 % 

Repurchased Shares(1)

   


6,795,540
Class Z
Ordinary
Shares
 
 
 
 
    —        —       


20,386,630
Class Z
Ordinary
Shares
 
 
 
 
    —        —       


20,386,630
Class Z
Ordinary
Shares
 
 
 
 
    —        —       


20,386,630
Class Z
Ordinary
Shares
 
 
 
 
    —        —   

Total (excluding treasury shares)

   
413,339,206
Shares
 
 
    100 %      100 %     
399,748,116
Shares
 
 
    100 %      100 %     
399,748,116
Shares
 
 
    100 %      100 %     
434,984,296
Shares
 
 
    100 %      100 % 

Notes:

 

(1)

Assuming there is no other change in the shareholding structure of the Company since the Shares Record Date. As at the date of this announcement, (i) the Repurchased Shares from the Concurrent Delta Repurchase were pending cancellation; and (ii) the Rule 8A.15 Adjustment to result from the cancellation of the Repurchased Shares from the Concurrent Delta Repurchase also remained pending. But for illustrative purposes, the shareholding structure immediately before completion of the Concurrent Tencent Repurchase and the Tencent Notes Subscription has assumed that both of the aforementioned events have been completed.

 

3


(2)

On the basis of note (1) above, the calculation is based on the total number of 413,339,206 Shares issued and outstanding (comprising 78,410,889 Class Y Ordinary Shares and 334,928,317 Class Z Ordinary Shares), assuming both the cancellation of the Repurchased Shares from the Concurrent Delta Repurchase and the Rule 8A.15 Adjustment to result from the cancellation of the Repurchased Shares from the Concurrent Delta Repurchase have been completed and without taking into account the Bulk Issuance Shares.

(3)

Including Class Z Ordinary Shares underlying ADSs where applicable.

(4)

Assuming there is no change in the total number of Shares issued and outstanding from the Shares Record Date (which has assumed that (i) the Repurchased Shares from the Concurrent Delta Repurchase have been cancelled and (ii) the Rule 8A.15 Adjustment to result from the cancellation of the Repurchased Shares from the Concurrent Delta Repurchase has been completed) to the date immediately after the completion of the Concurrent Tencent Repurchase and the Tencent Notes Subscription.

(5)

Upon the completion of the Concurrent Tencent Repurchase, since the reduction in the number of issued and outstanding Shares would result in an increase in the proportion of the Company’s Shares that carry weighted voting rights (Class Y Ordinary Shares), the WVR Beneficiaries will reduce their total weighted voting rights in the Company proportionately (through conversion of a proportion of their shareholding with those rights into shares without those rights) pursuant to Rule 8A.15 of the Listing Rules. For illustrative purposes, assuming the WVR Beneficiaries will convert a total of 2,578,245 Class Y Ordinary Shares to Class Z Ordinary Shares for the Rule 8A.15 Adjustment, on a pro rata basis, following completion of the Concurrent Tencent Repurchase, and assuming there is no other change in the total number of Shares issued and outstanding from the Shares Record Date to the date immediately after the completion of the Concurrent Tencent Repurchase and the completion of the full conversion of the Notes at the initial Conversion Price.

(6)

The WVR Beneficiaries are not related. Mr. Rui Chen has served as chairman of the board of directors and chief executive officer of the Company since November 2014. Ms. Ni Li has served as the Company’s chief operating officer since November 2014 and vice chairwoman of the Company’s board of directors since January 2015. Mr. Yi Xu founded the Company’s website in 2009 (which culminated in the commencement of the Group’s commercial operations in 2011 and the founding of the Company in 2013) and has served as the Company’s director and president since December 2013.

(7)

2,900,000 Class Z Ordinary Shares out of Mr. Yi Xu’s shareholding are subject to a prepaid variable share forward transaction with a stock lending arrangement, so that he is not entitled to exercise the voting rights attached to those shares while retaining the economic ownership of those shares.

 

By order of the Board
Bilibili Inc.
Rui Chen
Chairman

Hong Kong, November 6, 2026

As of the date of this announcement, the Board comprises Mr. Rui Chen as the chairman, Ms. Ni Li and Mr. Yi Xu as Directors, Mr. JP Gan, Mr. Eric He, Mr. Feng Li and Mr. Guoqi Ding as independent Directors.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

 

4

Exhibit 99.2

FF305

Next Day Disclosure Return

(Equity issuer - changes in issued shares or treasury shares, share buybacks and/or on-market sales of treasury shares)

 

Instrument:   

Equity issuer

   Status:   

New Submission    

Name of Issuer:   

Bilibili Inc

Date Submitted:    06 November 2026             

Section I must be completed by a listed issuer where there has been a change in its issued shares or treasury shares which is discloseable pursuant to rule 13.25A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”) (the “Main Board Rules”) or rule 17.27A of the Rules Governing the Listing of Securities on GEM of the Exchange (the “GEM Rules”).

 

Section I                              
1. Class of shares    WVR ordinary shares    Type of shares    Other type (specify in description)     Listed on the Exchange     Yes     
Stock code (if listed)    09626    Description    Class Z Ordinary Shares
                               
A. Changes in issued shares or treasury shares
Events

Changes in issued shares

(excluding treasury shares)

Changes in treasury
shares
Issue/ selling price per
share (Note 4)
 Total number of  issued 
shares
 Number of issued 
shares (excluding
treasury shares)
As a % of existing
number of issued
shares (excluding
 treasury shares) before 
the relevant event
(Note 3)
 Number of treasury 
shares

Opening balance as at (Note 1) 31 October 2026

340,437,788   0 

340,437,788

1).   Other (please specify)

 

See Part B

 

   Date of changes   04 November 2026

 % 

Closing balance as at (Notes 5 and 6)

04 November 2026

340,437,788   0 

340,437,788

 

Page 1 of 7


FF305

 

 
B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6)

1).   Repurchase of shares (or other securities) but not cancelled

 

Date of changes   04 September 2026

     6,795,540        
 % 
 
          HKD     115.38           

2).   Repurchase of shares (or other securities) but not cancelled

 

Date of changes   04 November 2026

     13,591,090        
3.23 % 
 
          HKD     115.38           

 

Remarks:   

1)  The percentages as stated in the above “changes in issued shares (excluding treasury shares) as a % of existing number of issued shares (excluding treasury shares) before the relevant event” column were calculated based on the Company’s total number of issued shares of 420,137,798 shares (comprising 79,700,010 Class Y ordinary shares and 340,437,788 Class Z ordinary shares).

 

2)  The balance of Class Z ordinary shares excludes 4,896,312 Class Z ordinary shares issued and reserved for future issuance upon the exercise or vesting of awards granted under the Company’s share incentive plans.

 

3)  The Company conducted a concurrent delta repurchase in connection with an offering of convertible senior notes on 4 September 2026. For details, please refer to the announcements of the Company dated 4 September 2026.

 

4)  The Company conducted a concurrent repurchase from Tencent (the “Concurrent Tencent Repurchase”) in connection with an offering of convertible senior notes to Tencent (the “Tencent Notes Subscription”). The closings of the Concurrent Tencent Repurchase and the Tencent Notes Subscription are concurrent (i.e. if the Tencent Notes Subscription does not proceed to closing, the Concurrent Tencent Repurchase would not proceed to closing either and vice versa). As the Tencent Notes Subscription was completed on 5 November 2026, the closing of the Concurrent Tencent Repurchase and the Tencent Notes Subscription only took place on 5 November 2026. For details, please refer to the announcements of the Company dated 4 September 2026, 28 October 2026 and 6 November 2026 and the circular of the Company dated 25 September 2026.

 

   Page 2 of 7  


FF305

 

Confirmation

Pursuant to Main Board Rule 13.25C / GEM Rule 17.27C, we hereby confirm to the best knowledge, information and belief that, in relation to each issue of shares or sale or transfer of treasury shares as set out in Section I, it has been duly authorised by the board of directors of the listed issuer and carried out in compliance with all applicable listing rules, laws and other regulatory requirements and, insofar as applicable:

(Note 7)

 

  (i)

all money due to the listed issuer in respect of the issue of shares, or sale or transfer of treasury shares has been received by it;

 

  (ii)

all pre-conditions for the listing imposed by the Main Board Rules / GEM Rules under “Qualifications of listing” have been fulfilled;

 

  (iii)

all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;

 

  (iv)

all the securities of each class are in all respects identical (Note 8);

 

  (v)

all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with all other legal requirements;

 

  (vi)

all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue, sale or transfer;

 

  (vii)

completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and

 

  (viii)

the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies.

Notes to Section I:

 

1.

Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to Main Board Rule 13.25A / GEM Rule 17.27A or Monthly Return pursuant to Main Board Rule 13.25B / GEM Rule 17.27B, whichever is the later.

 

2.

Please set out all changes in issued shares or treasury shares requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of changes. Each category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer’s Monthly Return. For example, multiple issues of shares as a result of multiple exercises of share options under the same share option scheme or of multiple conversions under the same convertible note must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share option schemes or conversions of 2 convertible notes, these must be disclosed as 2 separate categories.

 

3.

The percentage change in the number of issued shares (excluding treasury shares) of the listed issuer is to be calculated by reference to the opening balance of the number of issued shares (excluding treasury shares) being disclosed in this Next Day Disclosure Return.

 

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FF305

 

4.

In the case of a share repurchase or redemption, the “issue/ selling price per share” shall be construed as “repurchase price per share” or “redemption price per share”.

Where shares have been issued/ sold/ repurchased/ redeemed at more than one price per share, a volume-weighted average price per share should be given.

 

5.

The closing balance date is the date of the last relevant event being disclosed.

 

6.

For repurchase or redemption of shares, disclosure is required when the relevant event has occurred (subject to the provisions of Main Board Rules 10.06(4)(a), 13.25A and 13.31 / GEM Rules 13.13(1), 17.27A and 17.35), even if the repurchased or redeemed shares have not yet been cancelled.

If repurchased or redeemed shares are to be cancelled upon settlement of such repurchase or redemption after the closing balance date, they shall remain part of the issued shares as at the closing balance date in Part A. Details of these repurchased or redeemed shares shall be disclosed in Part B.

 

7.

Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases.

 

8.

“Identical” means in this context:

 

  -

the securities are of the same nominal value with the same amount called up or paid up;

 

  -

they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and

 

  -

they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

 

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FF305

 

Section II must also be completed by a listed issuer where it has made a repurchase of shares which is discloseable under Main Board
Rule 10.06(4)(a) / GEM Rule 13.13(1).

Repurchase report

 

Section II                              
1. Class of shares    WVR ordinary shares    Type of shares    Other type (specify in description)     Listed on the Exchange     Yes     
Stock code (if listed)    09626    Description    Class Z Ordinary Shares
A. Repurchase report
Trading date Number of shares
repurchased

Method of repurchase

(Note 1)

Repurchase price per share
or
highest repurchase
price per
share $

Lowest repurchase

price per share $

Aggregate price paid $

1).   04 November 2026

13,591,090

By private arrangement

HKD    115.38 HKD    115.38 HKD    1,568,140,000
              
Total number of shares repurchased         13,591,090         Aggregate price paid $     HKD   1,568,140,000  
    

 

 

         

 

 

 
Number of shares repurchased for cancellation         13,591,090            
    

 

 

           
Number of shares repurchased for holding as treasury shares             
    

 

 

           

B. Additional information for issuer who has a primary listing on the Exchange

 

1).   Date of the resolution granting the repurchase mandate

       17 June 2026  
      

 

 

 
   

2).   Total number of shares which the issuer is authorised to repurchase under the repurchase mandate

       41,693,146  
      

 

 

 
   

3).   Number of shares repurchased on the Exchange or another stock exchange under the repurchase mandate

     (a )      0  
      

 

 

 
   

4).   As a % of number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate (a) x 100 / number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate

       0 % 
      

 

 

 
   

5).   Moratorium period for any issue of new shares, or sale or transfer of treasury shares after the share repurchase(s) set out in Part A (Note 2)

     Up to       04 December 2026  
      

 

 

 
                  

 

The subscription price payable by Tencent to the Company in connection with an offering of convertible senior notes, on the one hand, and the aggregate repurchase price payable by the Company to Tencent in connection with the concurrent repurchase from Tencent, on the other hand, were satisfied and discharged by set-off against each other.

 

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FF305

 

Notes to Section II:

 

1.

Please state whether the repurchase was made on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer.

 

2.

Subject to the carve-out set out in Main Board Rule 10.06(3)(a)/ GEM Rule 13.12, an issuer may not (i) make a new issue of shares, or a sale or transfer of any treasury shares; or (ii) announce a proposed new issue of shares, or a sale or transfer of any treasury shares, for a period of 30 days after any purchase by it of shares, whether on the Exchange or otherwise, without the prior approval of the Exchange.

 

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FF305

 

Section III must also be completed by a listed issuer where it has made a sale of treasury shares on the Exchange or any other stock exchange on which the issuer is listed which is discloseable under Main Board Rule 10.06B / GEM Rule 13.14B.

 

Report of on-market sale of treasury shares      

Not applicable

Submitted by:

 

Xin Fan

     
 

(Name)

     

Title:

 

Joint Company Secretary

     
  (Director, Secretary or other Duly Authorised Officer)      

 

   Page 7 of 7  

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