SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2021
Commission File Number: 001-38429
Building 3, Guozheng Center, No. 485 Zhengli Road
Yangpu District, Shanghai, 200433
Peoples 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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INCORPORATION BY REFERENCE
Exhibit 5.1, Exhibit 8.1, Exhibit 8.2, Exhibit 23.1 and Exhibit 23.2 to this current report on Form 6-K are incorporated by reference into the registration statement on Form F-3 of Bilibili Inc. (File No. 333-230660) and Form S-8 (No. 333-226216), and shall be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
|Exhibit 5.1||Opinion of Walkers (Hong Kong) regarding the validity of the ordinary shares|
|Exhibit 8.1||Opinion of Walkers (Hong Kong) regarding certain Cayman Islands tax matters (included in Exhibit 5.1)|
|Exhibit 8.2||Opinion of Tian Yuan Law Firm regarding certain PRC tax matters|
|Exhibit 23.1||Consent of Walkers (Hong Kong) (included in Exhibit 5.1)|
|Exhibit 23.2||Consent of Tian Yuan Law Firm (included in Exhibit 8.2)|
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.
|Title||:||Chief Financial Officer|
Date: March 17, 2021
|Partners:||17 March 2021||Our Ref: JWYL/ B4480-H21619|
|Joanne Collett||*||Bilibili Inc.|
|Mark Cummings||*****||GuoZheng Center|
|Stuart DAddona||****||Building No.3|
|Nicholas Davies||***||No 485 Zhengli Road|
|Shamar Ennis||***||Yangpu District|
|James Gaden||****||Shanghai 200433|
|Kristen Kwok||**||Peoples Republic of China|
|Alice Molan||******||Dear Sir or Madam|
|Rupen Shah||*******||Bilibili Inc.|
|We have acted as Cayman Islands legal advisers to Bilibili Inc. (the Company) in connection with the Companys registration statement on Form F-3 (File No. 333-230660), including all amendments or supplements thereto (the Registration Statement), filed by the Company with the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933 (as amended), relating to the proposed offering of certain Class Z ordinary share of the Company, par value US$0.0001 per share (the Class Z Ordinary Shares). We are furnishing this opinion as exhibits 5.1, 8.1 and 23.1 to the Registration Statement.|
|For the purposes of giving this opinion, we have examined and relied upon the originals, copies or translations of the documents listed in Schedule 1.|
|In giving this opinion we have relied upon the assumptions set out in Schedule 2, which we have not independently verified.|
|We are Cayman Islands Attorneys at Law and express no opinion as to any laws other than the laws of the Cayman Islands in force and as interpreted at the date of this opinion. We have not, for the purposes of this opinion, made any investigation of the laws, rules or regulations of any other jurisdiction. Except as explicitly stated herein, we express no opinion in relation to any representation or warranty contained in any of the documents cited in this Opinion nor upon matters of fact or the commercial terms of the transactions the subject of this Opinion.|
|Based upon the foregoing examinations and assumptions and upon such searches as we have conducted and having regard to legal considerations which we consider relevant, and subject to the qualifications set out in Schedule 3, and under the laws of the Cayman Islands, we give the following opinions in relation to the matters set out below.|
1. The Company is an exempted company duly incorporated with limited liability, validly existing under the laws of the Cayman Islands and in good standing with the Registrar of Companies in the Cayman Islands (the Registrar).
2. Based on our review of the A&R M&A (as defined in Schedule 1), the authorised share capital of the Company, with effect immediately prior to the completion of the Companys initial public offering of the ADSs representing the Class Z Ordinary Shares, will be US$1,000,000 divided into 10,000,000,000 shares comprising of (i) 100,000,000 Class Y Ordinary Shares of a par value of US$0.0001 each, (ii) 9,800,000,000 Class Z Ordinary Shares of a par value of US$0.0001 each and (iii) 100,000,000 shares of a par value of US$0.0001 each of such class or classes (however designated) as the board of directors may determine in accordance with Article 9 of the A&R M&A.
Walkers (Hong Kong)
15th Floor, Alexandra House, 18 Chater Road, Central, Hong Kong
T +852 2284 4566 F +852 2284 4560 www.walkersglobal.com
Bermuda | British Virgin Islands | Cayman Islands | Dubai | Guernsey | Hong Kong | Ireland | Jersey | London | Singapore
*England and Wales; **BVI; ***Cayman Islands; ****New South Wales (Australia); *****Ireland; ******Victoria (Australia); *******Bermuda
3. The issue and allotment of the Class Z Ordinary Shares pursuant to the Registration Statement has been duly authorised. When allotted, issued and fully paid for as contemplated in the Registration Statement and when appropriate entries have been made in the Register of Members of the Company, the Class Z Ordinary Shares will be validly issued, allotted and fully paid, and there will be no further obligation on the holder of any of the Class Z Ordinary Shares to make any further payment to the Company in respect of such Class Z Ordinary Shares.
4. The statements under the caption Taxation in the prospectus forming part of the Registration Statement, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects. Such statements constitute our opinion.
|We hereby consent to the use of this opinion in, and the filing hereof, as an exhibit to the Registration Statement and to the reference to our firm under the headings Enforceability of Civil Liabilities, Taxation, Legal Matters and elsewhere in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.|
|This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein.|
|This opinion shall be construed in accordance with the laws of the Cayman Islands.|
/s/ WALKERS (HONG KONG)
WALKERS (HONG KONG)
LIST OF DOCUMENTS EXAMINED
|1.||The Certificate of Incorporation dated 23 December 2013, Fifth Amended and Restated Memorandum and Articles of Association as adopted on 1 April 2017 (the Memorandum and Articles) and Sixth Amended and Restated Memorandum and Articles of Association as conditionally adopted by special resolution on 27 February 2018 and effective immediately prior to the completion of the initial public offering of the Companys ADSs representing its Class Z Ordinary Shares (the A&R M&A), the Register of Members and Register of Directors of the Company, copies of which have been provided to us by its registered office in the Cayman Islands (together the Company Records).|
|2.||A Certificate of Good Standing dated 4 March 2021 in respect of the Company issued by the Registrar (the Certificate of Good Standing).|
|3.||A copy of executed written resolutions of the Board of Directors of the Company dated 1 April 2019 (the Board Resolutions), and a copy of executed written resolutions of the shareholders of the Company dated 27 February 2018 (the Shareholder Resolutions, together with the Board Resolutions, the Resolutions).|
|4.||A certificate from a director of the Company dated 17 March 2021, a copy of which is attached hereto (the Directors Certificate).|
|5.||The Companys registration statement on Form F-3 (File No. 333-230660), including all amendments or supplements thereto (the Registration Statement).|
|1.||The originals of all documents examined in connection with this opinion are authentic. All documents purporting to be sealed have been so sealed. All copies are complete and conform to their originals. Any translations are a true translation of the original document they purport to translate.|
|2.||The Company Records are complete and accurate and all matters required by law and the Memorandum and Articles to be recorded therein are completely and accurately so recorded.|
|3.||The contents of the Directors Certificate are true and accurate as at the date of this opinion and there is no information not contained in the Directors Certificate that will in any way affect this Opinion.|
|4.||The conversion of the any shares in the capital of the Company will be effected via legally available means under Cayman law.|
|1.||Our opinion as to good standing is based solely upon receipt of the Certificate of Good Standing issued by the Registrar. The Company shall be deemed to be in good standing under section 200A of the Companies Law on the date of issue of the certificate if all fees and penalties under the Companies Law have been paid and the Registrar has no knowledge that the Company is in default under the Companies Law.|
|2.||We accept no responsibility for any liability in relation to any opinion which was given in reliance on the Directors Certificate.|
No 485 Zhengli Road
Peoples Republic of China
17 March 2021
Walkers (Hong Kong)
18 Chater Road, Central
Bilibili Inc. (the Company) Directors Certificate
I, Rui Chen, being a director of the Company, am aware that you are being asked to provide a legal opinion (the Opinion) in relation to certain aspects of Cayman Islands law. Capitalised terms used in this certificate have the meaning given to them in the Opinion. I hereby certify that:
the A&R M&A of the Company as adopted by special resolution passed on 27 February 2018 remain in full force and effect and are otherwise unamended;
the Shareholder Resolutions were executed (and where by a corporate entity such execution has been duly authorised if so required) by and on behalf of all shareholders in the manner prescribed in the articles of association of the Company, the signatures and initials thereon are those of a person or persons in whose name the resolutions have been expressed to be signed, are in full force and effect at the date hereof and have not been amended, varied or revoked in any respect;
the Board Resolutions were executed by all the directors in the manner prescribed in the articles of association of the Company, the signatures and initials thereon are those of a person or persons in whose name the resolutions have been expressed to be signed, are in full force and effect at the date hereof and have not been amended, varied or revoked in any respect; and
there is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from issuing and allotting the Class Z Ordinary Shares.
I confirm that you may continue to rely on this Certificate as being true and correct on the day that you issue the Opinion unless I have previously notified you personally to the contrary.
[Signature Page to Follow]
Signature: /s/ Rui Chen
10/F, CPIC Plaza, No. 28 Fengsheng Lane, Xicheng District, Beijing 100032, China
Tel: 86 10 5776 3888 Fax: 86 10 5776 3777
March 17, 2021
Building 3, Guozheng Center
No. 485 Zhengli Road,
Yangpu District, Shanghai, China
as the Company
We are qualified to practice law in the Peoples Republic of China (which, for the purposes of this opinion, excludes the Hong Kong and Macau Special Administrative Regions and Taiwan) (the PRC) and as such are qualified to issue this legal opinion in respect of the laws and regulations of the PRC (the PRC Laws).
We have acted as the PRC counsel to the Company in connection with the Companys registration statement on Form F-3 (File No. 333-230660), including all amendments or supplements thereto (the Registration Statement), filed by the Company with the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933 (as amended), relating to the proposed offering of certain Class Z ordinary share of the Company, par value US$0.0001 per share. For the foregoing purpose, we have been requested to give this opinion in connection with the Section Taxation in the Registration Statement regarding PRC taxation.
In so acting, we have examined the Registration Statement and the originals or copies provided to us by or on behalf of the Company for the purpose of rendering this opinion. With respect to the facts which are important for rendering this opinion but cannot be verified or supported by any documents provided to us by the Company, or where the Company failed to provide relevant documents, we have relied solely on the confirmation made by the Company. The opinion is rendered on the basis of PRC Laws and there is no assurance that any of such laws will not be changed, amended or replaced in the immediate future or in the longer term with or without retrospective effect. We have not made any investigation of, and do not express any opinions on, the laws and regulations of any jurisdiction other than the PRC.
In our examination, we have assumed the genuineness of signatures, chops and seals, and the authenticity of all documents submitted to us as originals; the conformity to the authentic original documents of all documents submitted to us as certified, conformed, facsimile or photostatic copies; the truthfulness and accuracy of all oral and/or written information received by us from the Company and its representatives; the representatives of the Company that have delivered to us oral and/or written information were duly authorized to do so; any document submitted to us still exists and has not been varied, cancelled or superseded by some other document or agreement or action of which we are not aware after due inquiry; and any consents, licenses, and permits, approvals, exemptions or authorizations required of or by, and any required registrations or filings with, any governmental authority or regulatory body of any jurisdiction other than the PRC or any subdivision thereof in connection with the Registration Statement have been obtained or made.
Subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the statements set forth under the caption TaxationPRC Taxation in the Registration Statement, are accurate in all material respects.
This opinion is rendered to you for the purpose hereof only, and save as provided herein, this opinion shall not be quoted nor shall a copy be given to any person (apart from the addressee) without our express prior written consent except where such disclosure is required to be made by applicable law or is requested by the SEC or any other regulatory agencies.
We consent to the reference of our name under the captions Enforceability of Civil Liabilities, Taxation and Legal Matters in the Registration Statement.
We hereby consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, or under the Securities Exchange Act of 1934, in each case, as amended, or the regulations promulgated thereunder.
|Tian Yuan Law Firm|