Key Highlights

● Bilibili will hold an extraordinary general meeting October 28, 2026 to approve a $200 million off-market share buyback.

● The repurchase of 13,591,090 Class Z shares is linked to Tencent subsidiaries subscribing for $200 million in convertible notes.

● The repurchase and note subscription are inter-conditional, so rejecting either proposal halts both transactions.

● Ordinary shareholders and ADS holders have different record dates, October 9 and September 30 respectively.

Bilibili Inc. (NASDAQ:BILI) disclosed in a Form 6-K filed September 25 that it will hold an extraordinary general meeting on October 28, 2026, asking shareholders to approve a proposed off-market share buyback, a transaction structured alongside a related agreement in which Tencent Holdings subsidiaries would subscribe for $200 million of new convertible senior notes due 2031.

The Proposed Transaction

According to the filing's exhibits, Bilibili plans to repurchase 13,591,090 Class Z ordinary shares, including those represented by American depositary shares, for an aggregate $200 million, through a subscription and repurchase agreement involving subsidiaries of Tencent Holdings Limited. The filing states that this repurchase and Tencent's simultaneous $200 million subscription for the new convertible notes "are inter-conditional," meaning neither piece of the transaction closes unless shareholders approve both at the EGM.

Because the repurchase involves a specific, identified counterparty, Tencent, rather than shares bought on the open market, it is classified as an off-market buyback, which under relevant exchange and company rules typically requires the additional step of a dedicated Shareholder vote that a routine market repurchase would not need.

Record Dates and Voting Mechanics

The filing sets two separate record dates for eligibility to vote: Friday, October 9, 2026 (Hong Kong time) for holders of ordinary shares, and Wednesday, September 30, 2026 (New York time) for holders of American depositary shares. Direct shareholders must lodge transfer documents with Computershare Hong Kong Investor Services by 4:30 p.m. on October 9 to be eligible. Only holders of record as of the applicable share Record Date may attend and vote directly; ADS holders instead give voting instructions to Deutsche Bank Trust Company Americas, the depositary bank, rather than voting in person.

The company notes that further details, including the exact date and location of the EGM itself, would be set out in a formal notice of meeting and accompanying circular and proxy materials to be issued separately to shareholders and ADS holders as of their respective record dates.

Company Background

Bilibili is a Shanghai-headquartered online entertainment platform popular in China, known for user-generated video content, anime, gaming and livestreaming, and trades in the U.S. as American depositary shares under the ticker BILI. Tencent Holdings is a large existing shareholder and strategic partner of Bilibili, and transactions between the two companies of this kind are typically structured as related-party transactions requiring the added shareholder-approval safeguard being sought here.

What the Filing Does Not Say

The filing does not disclose the specific per-share price implied by the $200 million repurchase, nor does it explain the board's rationale for structuring the transaction with Tencent rather than through open-market purchases. It also does not state the interest rate, conversion price or other terms of the $200 million convertible notes Tencent is agreeing to subscribe for, details that would presumably appear in the full EGM circular referenced but not included in this filing.

Vote and Circular Timeline

The key date is October 28, 2026, when shareholders vote at the extraordinary general meeting on both the share repurchase and the related note subscription. Because the two transactions are inter-conditional, a rejection of either proposal would prevent the other from proceeding. Investors should also watch for the detailed EGM circular, which should disclose pricing, board recommendation and further rationale not present in this record-date notice.

Shareholders and ADS holders alike should also track the mailing of the formal notice of meeting, since the filing states that document, rather than this record-date announcement, will carry the actual date, time and location details needed to participate, along with the proxy materials required to vote by instruction rather than in person.