UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 
 
Bilibili Inc.
(Name of Issuer)
 
 
Class Z ordinary shares, par value US$0.0001 per share
(Title of Class of Securities)
 
 
090040106**
(CUSIP Number)
 
 
December 31, 2018
(Date of Event which Requires Filing of this Statement)
 
 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

 o Rule 13d-1(b)

o Rule 13d-1(c)

þRule 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 the disclosures provided in a prior cover page.
The information required in 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).
 

 

 

 

** CUSIP number 090040106 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer, which are listed on Nasdaq Global Select Market under the symbol “BILI.” Each ADS represents one Class Z ordinary share, par value US$0.0001 per share.

 

 

 


CUSIP No.

 

090040106
1.

Names of Reporting Persons

IDG-Accel China Growth Fund III L.P.

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) o

 

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

11,355,224 Class Z ordinary shares (1)

 

6.

 

Shared Voting Power

3,228,530 Class Z ordinary shares (2)

 

7.

 

Sole Dispositive Power

11,355,224 Class Z ordinary shares (1)

 

8.

 

Shared Dispositive Power

3,228,530 Class Z ordinary shares (2)

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

14,583,754 Class Z ordinary shares

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

o

11.

Percent of Class Represented by Amount in Row (9)

6.7% (3)

 

12.

Type of Reporting Person (See Instructions)

PN

 

         

(1) The reporting person is the record owner of these shares. By virtue of being the general partner of the reporting person, IDG-Accel China Growth Fund III Associates L.P. may be deemed to have sole voting and dispositive power with respect to these shares. By virtue of being the general partner of IDG-Accel China Growth Fund III Associates L.P., IDG-Accel China Growth Fund GP III Associates Ltd. may be deemed to have sole voting and dispositive power with respect to these shares. By virtue of being shareholders and the two directors of IDG-Accel China Growth Fund GP III Associates Ltd., Quan Zhou and Chi Sing Ho may be deemed to have shared voting and dispositive power with respect to these shares. IDG-Accel China Growth Fund GP III Associates Ltd. is also the general partner of IDG-Accel China III Investors L.P., which may be deemed to have shared voting and dispositive power with respect to these shares. Chi Sing Ho is a director and a shareholder of IDG China Media Fund GP Associates Ltd., which is the general partner of IDG China Media Fund Associates II L.P., which in turn is the general partner of IDG China Media Fund II L.P. By virtue of such relationships, each of IDG China Media Fund GP Associates Ltd., IDG China Media Fund Associates II L.P., and IDG China Media Fund II L.P. may be deemed to have shared voting and dispositive power with respect to these shares.

 

(2) IDG-Accel China III Investors L.P. and IDG China Media Fund II L.P. are the record owners of these shares. The reporting person and these entities have the same ultimate general partner or controlling person(s). By virtue of such relationships, the reporting person may be deemed to share the voting and dispositive power with respect to these shares.

 

(3) Percent of class is calculated based on an aggregate of 218,181,421 Class Z ordinary shares, being the sum of 193,117,970 Class Z ordinary shares outstanding after the initial public offering of the Issuer as disclosed on Form 424B4 filed by the Issuer on March 28, 2018 and 25,063,451 Class Z ordinary shares issued to Tencent Holdings Limited as disclosed on Form 6-K furnished by the Issuer on October 3, 2018.

Page 2 of 17

 

 

 CUSIP No.

 

090040106
1.

Names of Reporting Persons

IDG-Accel China Growth Fund III Associates L.P.

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) o

 

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

11,355,224 Class Z ordinary shares (1)

 

6.

 

Shared Voting Power

3,228,530 Class Z ordinary shares (2)

 

7.

 

Sole Dispositive Power

11,355,224 Class Z ordinary shares (1)

 

8.

 

Shared Dispositive Power

3,228,530 Class Z ordinary shares (2)

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

14,583,754 Class Z ordinary shares

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

o

11.

Percent of Class Represented by Amount in Row (9)

6.7% (3)

 

12.

Type of Reporting Person (See Instructions)

PN

 

         

(1) IDG-Accel China Growth Fund III L.P. is the record owner of these shares. By virtue of being the general partner of IDG-Accel China Growth Fund III L.P., the reporting person may be deemed to have sole voting and dispositive power with respect to these shares.

 

(2) IDG-Accel China III Investors L.P. and IDG China Media Fund II L.P. are the record owners of these shares. The reporting person and these entities have the same ultimate general partner or controlling person. By virtue of such relationships, the reporting person may be deemed to share the voting and dispositive power with respect to these shares.

 

(3) Percent of class is calculated based on an aggregate of 218,181,421 Class Z ordinary shares, being the sum of 193,117,970 Class Z ordinary shares outstanding after the initial public offering of the Issuer as disclosed on Form 424B4 filed by the Issuer on March 28, 2018 and 25,063,451 Class Z ordinary shares issued to Tencent Holdings Limited as disclosed on Form 6-K furnished by the Issuer on October 3, 2018.
 

Page 3 of 17

 

 

 CUSIP No.

 

090040106
1.

Names of Reporting Persons

IDG-Accel China III Investors L.P.

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) o

 

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

805,007 Class Z ordinary shares (1)

 

6.

 

Shared Voting Power

13,778,747 Class Z ordinary shares (2)

 

7.

 

Sole Dispositive Power

805,007 Class Z ordinary shares (1)

 

8.

 

Shared Dispositive Power

13,778,747 Class Z ordinary shares (2)

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

14,583,754 Class Z ordinary shares

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

o

11.

Percent of Class Represented by Amount in Row (9)

6.7% (3)

 

12.

Type of Reporting Person (See Instructions)

PN

 

         

(1) The reporting person is the record owner of these shares. By virtue of being the general partner of the reporting person, IDG-Accel China Growth Fund GP III Associates Ltd. may be deemed to have sole voting and dispositive power with respect to these shares. By virtue of being shareholders and the two directors of IDG-Accel China Growth Fund GP III Associates Ltd., Quan Zhou and Chi Sing Ho may be deemed to have shared voting and dispositive power with respect to these shares. IDG-Accel China Growth Fund GP III Associates Ltd. is also the general partner of IDG-Accel China Growth Fund III Associates L.P., which is the general partner of IDG-Accel China Growth Fund III L.P. By virtue of such relationships, each of IDG-Accel China Growth Fund III Associates L.P. and IDG-Accel China Growth Fund III L.P. may be deemed to have shared voting and dispositive power with respect to these shares. Chi Sing Ho is a director and a shareholder of IDG China Media Fund GP Associates Ltd., which is the general partner of IDG China Media Fund Associates II L.P., which in turn is the general partner of IDG China Media Fund II L.P. By virtue of such relationships, each of IDG China Media Fund GP Associates Ltd., IDG China Media Fund Associates II L.P., and IDG China Media Fund II L.P. may be deemed to have shared voting and dispositive power with respect to these shares.

 

(2) IDG-Accel China Growth Fund III L.P. and IDG China Media Fund II L.P. are the record owners of these shares. The reporting person and these entities have the same ultimate general partner or controlling person. By virtue of such relationships, the reporting person may be deemed to share the voting and dispositive power with respect to these shares.

 

(3) Percent of class is calculated based on an aggregate of 218,181,421 Class Z ordinary shares, being the sum of 193,117,970 Class Z ordinary shares outstanding after the initial public offering of the Issuer as disclosed on Form 424B4 filed by the Issuer on March 28, 2018 and 25,063,451 Class Z ordinary shares issued to Tencent Holdings Limited as disclosed on Form 6-K furnished by the Issuer on October 3, 2018.

Page 4 of 17

 

 

CUSIP No.

 

090040106
1.

Names of Reporting Persons

IDG-Accel China Growth Fund GP III Associates Ltd.

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) o

 

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

12,160,231 Class Z ordinary shares (1)

 

6.

 

Shared Voting Power

2,423,523 Class Z ordinary shares (2)

 

7.

 

Sole Dispositive Power

12,160,231 Class Z ordinary shares (1)

 

8.

 

Shared Dispositive Power

2,423,523 Class Z ordinary shares (2)

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

14,583,754 Class Z ordinary shares

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

o

11.

Percent of Class Represented by Amount in Row (9)

6.7% (3)

 

12.

Type of Reporting Person (See Instructions)

CO

 

         

(1) IDG-Accel China Growth Fund III L.P. and IDG-Accel China III Investors L.P. are the record owners of these shares. The reporting person is the general partner of IDG-Accel China III Investors L.P. and IDG-Accel China Growth Fund III Associates L.P., which is the general partner of IDG-Accel China Growth Fund III L.P. By virtue of such relationships, the reporting person may be deemed to have sole voting and dispositive power with respect to these shares.

 

(2) IDG China Media Fund II L.P. is the record owner of these shares. The reporting person and IDG China Media Fund II L.P. have the same ultimate controlling person. By virtue of such relationship, the reporting person may be deemed to share the voting and dispositive power with respect to these shares.

 

(3) Percent of class is calculated based on an aggregate of 218,181,421 Class Z ordinary shares, being the sum of 193,117,970 Class Z ordinary shares outstanding after the initial public offering of the Issuer as disclosed on Form 424B4 filed by the Issuer on March 28, 2018 and 25,063,451 Class Z ordinary shares issued to Tencent Holdings Limited as disclosed on Form 6-K furnished by the Issuer on October 3, 2018.

 

Page 5 of 17

 

 

CUSIP No.

 

090040106
1.

Names of Reporting Persons

IDG China Media Fund II L.P.

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) o

 

3. SEC Use Only
4.

Citizenship or Place of Organization

Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5.

Sole Voting Power

2,423,523 Class Z ordinary shares (1)

 

6.

 

Shared Voting Power

12,160,231 Class Z ordinary shares (2)

 

7.

 

Sole Dispositive Power

2,423,523 Class Z ordinary shares (1)

 

8.

 

Shared Dispositive Power

12,160,231 Class Z ordinary shares (2)

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

14,583,754 Class Z ordinary shares

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

o

11.

Percent of Class Represented by Amount in Row (9)

6.7% (3)

 

12.

Type of Reporting Person (See Instructions)

PN

 

         

(1) The reporting person is the record owner of these shares. By virtue of being the general partner of the reporting person, IDG China Media Fund Associates II L.P. may be deemed to have sole voting and dispositive power with respect to these shares. By virtue of being the general partner of IDG China Media Fund Associates II L.P., IDG China Media Fund GP Associates Ltd. may be deemed to have sole voting and dispositive power with respect to these shares. By virtue of being the controlling persons of IDG China Media Fund GP Associates Ltd., Chi Sing Ho and Hugo Shong may be deemed to have shared voting and dispositive power with respect to these shares. Chi Sing Ho is also a shareholder and a director of IDG-Accel China Growth Fund GP III Associates Ltd., which is the general partner of IDG-Accel China III Investors L.P. and IDG-Accel China Growth Fund III Associates L.P., which in turn is the general partner of IDG-Accel China Growth Fund III L.P. By virtue of such relationships, each of IDG-Accel China Growth Fund GP III Associates Ltd., IDG-Accel China III Investors L.P., IDG-Accel China Growth Fund III Associates L.P. and IDG-Accel China Growth Fund III L.P. may be deemed to have shared voting and dispositive power with respect to these shares.

 

(2) IDG-Accel China Growth Fund III L.P. and IDG-Accel China III Investors L.P. are the record owners of these shares. The reporting person and these entities have the same ultimate controlling person. By virtue of such relationship, the reporting person may be deemed to share the voting and dispositive power with respect to these shares.

 

(3) Percent of class is calculated based on an aggregate of 218,181,421 Class Z ordinary shares, being the sum of 193,117,970 Class Z ordinary shares outstanding after the initial public offering of the Issuer as disclosed on Form 424B4 filed by the Issuer on March 28, 2018 and 25,063,451 Class Z ordinary shares issued to Tencent Holdings Limited as disclosed on Form 6-K furnished by the Issuer on October 3, 2018.

 

Page 6 of 17

 

 

CUSIP No.

 

090040106
1.

Names of Reporting Persons

IDG China Media Fund Associates II L.P.

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) o

 

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

2,423,523 Class Z ordinary shares (1)

 

6.

 

Shared Voting Power

12,160,231 Class Z ordinary shares (2)

 

7.

 

Sole Dispositive Power

2,423,523 Class Z ordinary shares (1)

 

8.

 

Shared Dispositive Power

12,160,231 Class Z ordinary shares (2)

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

14,583,754 Class Z ordinary shares

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

o

11.

Percent of Class Represented by Amount in Row (9)

6.7% (3)

 

12.

Type of Reporting Person (See Instructions)

PN

 

         

(1) IDG China Media Fund II L.P. is the record owner of these shares. By virtue of being the general partner of IDG China Media Fund II L.P., the reporting person may be deemed to have sole voting and dispositive power with respect to these shares.

 

(2) IDG-Accel China Growth Fund III L.P. and IDG-Accel China III Investors L.P. are the record owners of these shares. The reporting person and these entities have the same ultimate controlling person. By virtue of such relationship, the reporting person may be deemed to share the voting and dispositive power with respect to these shares.

 

(3) Percent of class is calculated based on an aggregate of 218,181,421 Class Z ordinary shares, being the sum of 193,117,970 Class Z ordinary shares outstanding after the initial public offering of the Issuer as disclosed on Form 424B4 filed by the Issuer on March 28, 2018 and 25,063,451 Class Z ordinary shares issued to Tencent Holdings Limited as disclosed on Form 6-K furnished by the Issuer on October 3, 2018.

 

Page 7 of 17

 

CUSIP No.

 

090040106
1.

Names of Reporting Persons

IDG China Media Fund GP Associates Ltd.

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) o

 

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

2,423,523 Class Z ordinary shares (1)

 

6.

 

Shared Voting Power

12,160,231 Class Z ordinary shares (2)

 

7.

 

Sole Dispositive Power

2,423,523 Class Z ordinary shares (1)

 

8.

 

Shared Dispositive Power

12,160,231 Class Z ordinary shares (2)

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

14,583,754 Class Z ordinary shares

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

o

11.

Percent of Class Represented by Amount in Row (9)

6.7% (3)

 

12.

Type of Reporting Person (See Instructions)

CO

 

         

(1) IDG China Media Fund II L.P. is the record owner of these shares. The reporting person is the general partner of IDG China Media Fund Associates II L.P., which is the general partner of IDG China Media Fund II L.P. By virtue of this relationship, the reporting person may be deemed to have sole voting and dispositive power with respect to these shares.

 

(2) IDG-Accel China Growth Fund III L.P. and IDG-Accel China III Investors L.P. are the record owners of these shares. The reporting person and these entities have the same ultimate controlling person. By virtue of such relationship, the reporting person may be deemed to share the voting and dispositive power with respect to these shares.

 

(3) Percent of class is calculated based on an aggregate of 218,181,421 Class Z ordinary shares, being the sum of 193,117,970 Class Z ordinary shares outstanding after the initial public offering of the Issuer as disclosed on Form 424B4 filed by the Issuer on March 28, 2018 and 25,063,451 Class Z ordinary shares issued to Tencent Holdings Limited as disclosed on Form 6-K furnished by the Issuer on October 3, 2018.

 

Page 8 of 17

 

CUSIP No.

 

090040106
1.

Names of Reporting Persons

Quan Zhou

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) o

 

3. SEC Use Only
4.

Citizenship or Place of Organization

The United States of America

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5.

Sole Voting Power

0 Class Z ordinary shares

 

6.

 

Shared Voting Power

14,583,754 Class Z ordinary shares (1)

 

7.

 

Sole Dispositive Power

0 Class Z ordinary shares

 

8.

 

Shared Dispositive Power

14,583,754 Class Z ordinary shares (1)

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

14,583,754 Class Z ordinary shares

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

o

11.

Percent of Class Represented by Amount in Row (9)

6.7% (2)

 

12.

Type of Reporting Person (See Instructions)

IN

 

         

(1) Including 2,423,523 Class Z ordinary shares of which the record owner is IDG China Media Fund II L.P., 11,355,224 Class Z ordinary shares of which the record owner is IDG-Accel China Growth Fund III L.P. and 805,007 Class Z ordinary shares of which the record owner is IDG-Accel China III Investors L.P. The general partner of IDG-Accel China Growth Fund III L.P. is IDG-Accel China Growth Fund III Associates L.P., of which the general partner is IDG-Accel China Growth Fund GP III Associates Ltd., of which the reporting person and Chi Sing Ho are shareholders and the two directors. IDG-Accel China Growth Fund GP III Associates Ltd. is also the general partner of IDG-Accel China III Investors L.P. The general partner of IDG China Media Fund II L.P. is IDG China Media Fund Associates II L.P., of which the general partner is IDG China Media Fund GP Associates Ltd. Chi Sing Ho and Hugo Shong are shareholders and the two directors of IDG China Media Fund GP Associates Ltd. By virtue of such relationships, the reporting person may be deemed to have shared voting and dispositive power with respect to these shares.

 

(2) Percent of class is calculated based on an aggregate of 218,181,421 Class Z ordinary shares, being the sum of 193,117,970 Class Z ordinary shares outstanding after the initial public offering of the Issuer as disclosed on Form 424B4 filed by the Issuer on March 28, 2018 and 25,063,451 Class Z ordinary shares issued to Tencent Holdings Limited as disclosed on Form 6-K furnished by the Issuer on October 3, 2018.

Page 9 of 17

 

 

CUSIP No.

 

090040106
1.

Names of Reporting Persons

Chi Sing Ho

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) o

 

3. SEC Use Only
4.

Citizenship or Place of Organization

Canada

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

5.

Sole Voting Power

0 Class Z ordinary shares

 

6.

 

Shared Voting Power

14,583,754 Class Z ordinary shares (1)

 

7.

 

Sole Dispositive Power

0 Class Z ordinary shares

 

8.

 

Shared Dispositive Power

14,583,754 Class Z ordinary shares (1)

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

14,583,754 Class Z ordinary shares

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

o

11.

Percent of Class Represented by Amount in Row (9)

6.7% (2)

 

12.

Type of Reporting Person (See Instructions)

IN

 

         

(1) Including 2,423,523 Class Z ordinary shares of which the record owner is IDG China Media Fund II L.P., 11,355,224 Class Z ordinary shares of which the record owner is IDG-Accel China Growth Fund III L.P. and 805,007 Class Z ordinary shares of which the record owner is IDG-Accel China III Investors L.P. The general partner of IDG-Accel China Growth Fund III L.P. is IDG-Accel China Growth Fund III Associates L.P., of which the general partner is IDG-Accel China Growth Fund GP III Associates Ltd., of which the reporting person and Quan Zhou are shareholders and the two directors. IDG-Accel China Growth Fund GP III Associates Ltd. is also the general partner of IDG-Accel China III Investors L.P. The general partner of IDG China Media Fund II L.P. is IDG China Media Fund Associates II L.P., of which the general partner is IDG China Media Fund GP Associates Ltd. The reporting person and Hugo Shong are shareholders and the two directors of IDG China Media Fund GP Associates Ltd. By virtue of such relationships, the reporting person may be deemed to have shared voting and dispositive power with respect to these shares.

 

(2) Percent of class is calculated based on an aggregate of 218,181,421 Class Z ordinary shares, being the sum of 193,117,970 Class Z ordinary shares outstanding after the initial public offering of the Issuer as disclosed on Form 424B4 filed by the Issuer on March 28, 2018 and 25,063,451 Class Z ordinary shares issued to Tencent Holdings Limited as disclosed on Form 6-K furnished by the Issuer on October 3, 2018.

 

Page 10 of 17

 

CUSIP No.

 

090040106
1.

Names of Reporting Persons

Hugo Shong

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) o

 

3. SEC Use Only
4.

Citizenship or Place of Organization

The United States of America

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

5.

Sole Voting Power

0 Class Z ordinary shares

 

6.

 

Shared Voting Power

14,583,754 Class Z ordinary shares (1)

 

7.

 

Sole Dispositive Power

0 Class Z ordinary shares

 

8.

 

Shared Dispositive Power

14,583,754 Class Z ordinary shares (1)

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

14,583,754 Class Z ordinary shares

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

o

11.

Percent of Class Represented by Amount in Row (9)

6.7% (2)

 

12.

Type of Reporting Person (See Instructions)

IN

 

         

(1) Including 2,423,523 Class Z ordinary shares of which the record owner is IDG China Media Fund II L.P., 11,355,224 Class Z ordinary shares of which the record owner is IDG-Accel China Growth Fund III L.P. and 805,007 Class Z ordinary shares of which the record owner is IDG-Accel China III Investors L.P. The general partner of IDG-Accel China Growth Fund III L.P. is IDG-Accel China Growth Fund III Associates L.P., of which the general partner is IDG-Accel China Growth Fund GP III Associates Ltd., of which Quan Zhou and Chi Sing Ho are shareholders and the two directors. IDG-Accel China Growth Fund GP III Associates Ltd. is also the general partner of IDG-Accel China III Investors L.P. The general partner of IDG China Media Fund II L.P. is IDG China Media Fund Associates II L.P., of which the general partner is IDG China Media Fund GP Associates Ltd. Chi Sing Ho and the reporting person are shareholders and the two directors of IDG China Media Fund GP Associates Ltd. By virtue of such relationships, the reporting person may be deemed to have shared voting and dispositive power with respect to these shares.

 

(2) Percent of class is calculated based on an aggregate of 218,181,421 Class Z ordinary shares, being the sum of 193,117,970 Class Z ordinary shares outstanding after the initial public offering of the Issuer as disclosed on Form 424B4 filed by the Issuer on March 28, 2018 and 25,063,451 Class Z ordinary shares issued to Tencent Holdings Limited as disclosed on Form 6-K furnished by the Issuer on October 3, 2018.

 

Page 11 of 17

 

 

Item 1(a).  Name of Issuer

 

Bilibili Inc.

 

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 Persons Filing

 

  1. IDG-Accel China Growth Fund III L.P.
  2. IDG-Accel China Growth Fund III Associates L.P.
  3. IDG-Accel China III Investors L.P.
  4. IDG-Accel China Growth Fund GP III Associates Ltd.
  5. IDG China Media Fund II L.P.
  6. IDG China Media Fund Associates II L.P.
  7. IDG China Media Fund GP Associates Ltd.
  8. Quan Zhou
  9. Chi Sing Ho
  10. Hugo Shong

 

Item 2(b).  Address of Principal Business Office or, If None, Residence

 

For all reporting persons:

 

c/o IDG Capital Management (HK) Limited.

Unit 5505, The Center

99 Queen’s Road Central

Hong Kong

 

Item 2(c).  Citizenship

 

Quan Zhou is a citizen of the United States of America. Chi Sing Ho is a citizen of Canada. Hugo Shong is a citizen of the United States of America. Each of IDG-Accel China Growth Fund III L.P., IDG-Accel China Growth Fund III Associates L.P., IDG-Accel China III Investors L.P., IDG-Accel China Growth Fund GP III Associates Ltd., IDG China Media Fund Associates II L.P. and IDG China Media Fund GP Associates Ltd. is organized under the laws of the Cayman Islands. IDG China Media Fund II L.P. is organized under the laws of the State of Delaware.

 

Item 2(d).  Title of Class of Securities

 

Class Z ordinary shares, US$0.0001 par value per share

 

Item 2(e).  CUSIP Number

 

CUSIP number 090040106 has been assigned to the ADSs of the Issuer.

 

Item 3.   If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

  (a) o  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

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  (b) o  Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

  (c) o  Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

  (d) o  Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

  (e) o  An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

  (f) o  An employee benefit plan or endowment fund in accordance with Rule 13d–1(b)(1)(ii)(F);

 

  (g) o  A parent holding company or control person in accordance with Rule 13d–1(b)(1)(ii)(G);

 

  (h) o  A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

  (i) o  A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

  (j) o  A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

 

  (k) o  Group, in accordance with Rule 13d–1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J), please specify the type of institution: ____.

 

Item 4.  Ownership.

 

The information for each reporting person contained in Items 5-11 of the cover pages is incorporated herein by reference.

 

Item 5.  Ownership of Five Percent or Less of a Class.

 

N/A.

 

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

 

 N/A.

 

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

N/A.

 

Item 8.  Identification and Classification of Members of the Group.

 

N/A.

 

Item 9.  Notice of Dissolution of Group.

 

N/A.

 

Item 10.  Certifications.

 

N/A.

 

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SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 11, 2019

 

 

IDG-Accel China Growth Fund III L.P.

By: IDG-Accel China Growth Fund III Associates L.P.,

its General Partner

By: IDG-Accel China Growth Fund GP III Associates Ltd.,

General Partner of IDG-Accel China Growth Fund III Associates L.P.

 
     
     
  By:  /s/ Quan ZHOU  
    Name: Quan ZHOU  
    Title: Authorized Signatory  
     
     
 

IDG-Accel China III Investors L.P.

By: IDG-Accel China Growth Fund GP III Associates Ltd.,

its General Partner

 
     
     
  By:  /s/ Quan ZHOU  
    Name: Quan ZHOU  
    Title: Authorized Signatory  
     
     
 

IDG China Media Fund II L.P.

By: IDG China Media Fund

Associates II L.P.,

its General Partner

By: IDG China Media Fund GP Associates Ltd.

its General Partner

 
     
       
  By:  /s/ Chi Sing HO  
    Name: Chi Sing HO  
    Title: Authorized Signatory  
       

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IDG-Accel China Growth Fund III Associates L.P.

By: IDG-Accel China Growth Fund GP III Associates Ltd.,

its General Partner

 
     
     
  By:  /s/ Quan ZHOU  
    Name: Quan ZHOU  
    Title: Authorized Signatory  
     
     
  IDG-Accel China Growth Fund GP III Associates Ltd.  
     
     
  By:  /s/ Quan ZHOU  
    Name: Quan ZHOU  
    Title: Authorized Signatory  
     
     
 

IDG China Media Fund

Associates II L.P.

By: IDG China Media Fund GP Associates Ltd.

its General Partner

 
     
     
  By:  /s/ Chi Sing HO  
    Name: Chi Sing HO  
    Title: Authorized Signatory  
       
       
  IDG China Media Fund GP Associates Ltd.  
     
     
  By:   /s/ Chi Sing HO  
    Name: Chi Sing HO  
    Title: Authorized Signatory  
       
       
  QUAN ZHOU  
     
   /s/ Quan ZHOU  
     
     
  CHI SING HO  
     
   /s/ Chi Sing HO  
     
     
  HUGO SHONG  
     
   /s/ Hugo SHONG  

 

 

Page 15 of 17

 

Exhibit 1

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing, on behalf of each of them, of a statement on Schedule 13G (including amendments thereto) with respect to Class Z ordinary shares, par value US$0.0001 per share of Bilibili Inc., a Cayman Islands company; and (ii) that this joint filing agreement may be included as an Exhibit to such joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.

 

Dated: February 11, 2019

 

 

IDG-Accel China Growth Fund III L.P.

By: IDG-Accel China Growth Fund III Associates L.P.,

its General Partner

By: IDG-Accel China Growth Fund GP III Associates Ltd.,

General Partner of IDG-Accel China Growth Fund III Associates L.P.

 
     
     
  By:  /s/ Quan ZHOU  
    Name: Quan ZHOU  
    Title: Authorized Signatory  
     
     
 

IDG-Accel China III Investors L.P.

By: IDG-Accel China Growth Fund GP III Associates Ltd.,

its General Partner

 
     
     
  By:  /s/ Quan ZHOU  
    Name: Quan ZHOU  
    Title: Authorized Signatory  
     
     
 

IDG China Media Fund II L.P.

By: IDG China Media Fund

Associates II L.P.,

its General Partner

By: IDG China Media Fund GP Associates Ltd.

its General Partner

 
     
       
  By:  /s/ Chi Sing HO  
    Name: Chi Sing HO  
    Title: Authorized Signatory  
       

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IDG-Accel China Growth Fund III Associates L.P.

By: IDG-Accel China Growth Fund GP III Associates Ltd.,

its General Partner

 
     
     
  By:  /s/ Quan ZHOU  
    Name: Quan ZHOU  
    Title: Authorized Signatory  
     
     
  IDG-Accel China Growth Fund GP III Associates Ltd.  
     
     
  By:  /s/ Quan ZHOU  
    Name: Quan ZHOU  
    Title: Authorized Signatory  
     
     
 

IDG China Media Fund

Associates II L.P.

By: IDG China Media Fund GP Associates Ltd.

its General Partner

 
     
     
  By:  /s/ Chi Sing HO  
    Name: Chi Sing HO  
    Title: Authorized Signatory  
       
       
  IDG China Media Fund GP Associates Ltd.  
     
     
  By:  
    /s/ Chi Sing HO  
    Name: Chi Sing HO  
    Title: Authorized Signatory  
       
       
  QUAN ZHOU  
     
   /s/ Quan ZHOU  
     
     
  CHI SING HO  
     
   /s/ Chi Sing HO  
     
     
  HUGO SHONG  
     
   /s/ Hugo SHONG  

 

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