** 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.

(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.

(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.
 

(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.

(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.

(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.

(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.

(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.

(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.

(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.

(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.

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

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:

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.

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

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