Zhihu Inc 6-K, filed Oct 11, 2022
Zhihu Inc. (ZH)
About this 6-K
Zhihu Inc filed this 6-K on October 11, 2022.
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 October 2022
Commission File Number: 001-40253
Zhihu Inc.
(Registrant’s Name)
A5 Xueyuan Road
Haidian District, Beijing 100083
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 Form 20-F or Form 40-F.
Form 20-F x 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): ¨
EXHIBIT INDEX
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.
| Zhihu Inc. | |||
| By | : |
/s/ Wei Sun | |
| Name | : | Wei Sun | |
| Title | : | Director and Chief Financial Officer | |
Date: October 11, 2022
| FF304 vPage 1 of 71.2.4Next Day Disclosure Return (Equity issuer - changes in issued share capital and/or share buybacks)Instrument: Equity issuerStatus: New SubmissionName of Issuer: Zhihu Inc. Date Submitted: 03 October 2022Section I must be completed by a listed issuer where there has been a change in its issued share capital which is discloseable pursuant to rule 13.25A of the Main Board Rules (the Main Board Listing Rules) / rule 17.27A of the GEM Rules (the GEM Listing Rules) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Exchange) Section I 1. Type of shares WVR ordinary shares Class of shares Class A Listed on SEHK (Note 11) Yes Stock code (if listed) 02390 Description Issues of shares (Notes 6 and 7) No. of shares Issued shares as a % of existing number of issued shares before relevant share issue (Notes 4, 6 and 7) Issue price per share (Notes 1 and 7) Closing market price per share of the immediately preceding business day (Note 5) % discount(-)/premium of issue price to market price (Note 7) Opening balance as at (Note 2)29 September 2022 306,581,402 1).Repurchase of shares (or other securities) but not cancelledDate of changes01 July 2022 95,150 0.0292% % 2).Repurchase of shares (or other securities) but not cancelledDate of changes05 July 2022 118,350 0.0363% % 3).Repurchase of shares (or other securities) but not cancelledDate of changes06 July 2022 116,300 0.0357% % 4).Repurchase of shares (or other securities) but not cancelledDate of changes07 July 2022 87,550 0.0269% % |
| FF304 vPage 2 of 71.2.4 5).Repurchase of shares (or other securities) but not cancelledDate of changes08 July 2022 125,000 0.0383% % 6).Repurchase of shares (or other securities) but not cancelledDate of changes11 July 2022 133,000 0.0408% % 7).Repurchase of shares (or other securities) but not cancelledDate of changes12 July 2022 142,450 0.0437% % 8).Repurchase of shares (or other securities) but not cancelledDate of changes13 July 2022 135,650 0.0416% % 9).Repurchase of shares (or other securities) but not cancelledDate of changes14 July 2022 161,650 0.0496% % 10).Repurchase of shares (or other securities) but not cancelledDate of changes15 July 2022 137,500 0.0422% % 11).Repurchase of shares (or other securities) but not cancelledDate of changes18 July 2022 44,300 0.0136% % 12).Repurchase of shares (or other securities) but not cancelledDate of changes19 July 2022 134,800 0.0413% % 13).Repurchase of shares (or other securities) but not cancelledDate of changes20 July 2022 83,150 0.0255% % 14).Repurchase of shares (or other securities) but not cancelledDate of changes21 July 2022 34,050 0.0104% % 15).Repurchase of shares (or other securities) but not cancelled 6,500 0.002% % |
| FF304 vPage 3 of 71.2.4 Date of changes22 July 2022 16).Repurchase of shares (or other securities) but not cancelledDate of changes02 September 2022 97,142 0.0298% % 17).Repurchase of shares (or other securities) but not cancelledDate of changes06 September 2022 267,100 0.082% % 18).Repurchase of shares (or other securities) but not cancelledDate of changes07 September 2022 54,958 0.0169% % 19).Repurchase of shares (or other securities) but not cancelledDate of changes08 September 2022 131,900 0.0405% % 20).Repurchase of shares (or other securities) but not cancelledDate of changes13 September 2022 195,150 0.0599% % 21).Repurchase of shares (or other securities) but not cancelledDate of changes14 September 2022 156,000 0.0479% % 22).Repurchase of shares (or other securities) but not cancelledDate of changes15 September 2022 276,550 0.0849% % 23).Repurchase of shares (or other securities) but not cancelledDate of changes16 September 2022 276,550 0.0849% % 24).Repurchase of shares (or other securities) but not cancelledDate of changes19 September 2022 157,890 0.0485% % 25).Repurchase of shares (or other securities) but not cancelledDate of changes20 September 2022 247,300 0.0759% % |
| FF304 vPage 4 of 71.2.4 26).Repurchase of shares (or other securities) but not cancelledDate of changes21 September 2022 284,850 0.0874% % 27).Repurchase of shares (or other securities) but not cancelledDate of changes22 September 2022 162,483 0.0499% % 28).Repurchase of shares (or other securities) but not cancelledDate of changes23 September 2022 142,350 0.0437% % 29).Repurchase of shares (or other securities) but not cancelledDate of changes26 September 2022 93,722 0.0288% % 30).Repurchase of shares (or other securities) but not cancelledDate of changes27 September 2022 132,815 0.0408% % 31).Repurchase of shares (or other securities) but not cancelledDate of changes28 September 2022 90,958 0.0279% % 32).Repurchase of shares (or other securities) but not cancelledDate of changes29 September 2022 107,253 0.0329% % 33).Repurchase of shares (or other securities) but not cancelledDate of changes30 September 2022 160,100 0.0491% % Closing balance as at (Note 8)30 September 2022 306,581,402 |
| FF304 vPage 5 of 71.2.4 N/ANotes to Section I: 1. Where shares have been issued at more than one issue price per share, a weighted average issue price per share should be given. 2. 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. 3. Please set out all changes in issued share capital requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of issue. 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. 4. The percentage change in the number of issued shares of listed issuer is to be calculated by reference to the listed issuer's total number of shares in issue (excluding for such purpose any shares repurchased or redeemed but not yet cancelled) as it was immediately before the earliest relevant event which has not been disclosed in a Monthly Return or Next Day Disclosure Return. 5. Where trading in the shares of the listed issuer has been suspended, closing market price per share of the immediately preceding business day should be construed as closing market price per share of the business day on which the shares were last traded. 6. In the context of a repurchase of shares: ■ issues of shares should be construed as repurchases of shares; and ■ issued shares as a % of existing number of shares before relevant share issue should be construed as repurchased shares as a % of existing number of shares before relevant share repurchase. 7. In the context of a redemption of shares: ■ issues of shares should be construed as redemptions of shares; ■ issued shares as a % of existing number of shares before relevant share issue should be construed as redeemed shares as a % of existing number of shares before relevant share redemption; and ■ issue price per share should be construed as redemption price per share. 8. The closing balance date is the date of the last relevant event being disclosed. 9. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. 10. 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. |
| FF304 vPage 6 of 71.2.411. SEHK refers to Stock Exchange of Hong Kong. |
| FF304 vPage 7 of 71.2.4Section 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).The issuer has Purchase report or additional information for issuer whose primary listing is on the Exchange Section II 1. Type of shares WVR ordinary shares Class of shares Class A Listed on SEHK (Note) Yes Stock code (if listed) 02390 Description A. Purchase report Trading date Number of securities purchased Method of purchase (Note) Price per share or highest price paid $ Lowest price paid $ Total paid $ 1).30 September 2022 160,100 On another stock exchangeNew York Stock Exchange USD2.18 USD2.11 USD346,584 Total number of securities purchased 160,100Total paid $ USD346,584 B. Additional information for issuer whose primary listing is on the Exchange 1). Number of such securities purchased on the Exchange in the year to date (since ordinary resolution)(a) 46,100 2). % of number of shares in issue at time ordinary resolution passed acquired on the Exchange since date of resolution ( (a) x 100 )/ Number of shares in issue 0.014 % We hereby confirm that the repurchases set out in A above which were made on the Exchange were made in accordance with the Main Board Listing Rules and that there have been no material changes to the particulars contained in the Explanatory Statement dated 19 May 2022 which has been filed with the Exchange. We also confirm that any purchases set out in A above which were made on another stock exchange were made in accordance with the domestic rules applying to purchases made on that other exchange.Note to Section II: Please state whether on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer.Submitted by: Wei SUN(Name) Title: Director(Director, Secretary or other Duly Authorised Officer) |
| FF304 vPage 1 of 71.2.4Next Day Disclosure Return (Equity issuer - changes in issued share capital and/or share buybacks)Instrument: Equity issuerStatus: New SubmissionName of Issuer: Zhihu Inc. Date Submitted: 05 October 2022Section I must be completed by a listed issuer where there has been a change in its issued share capital which is discloseable pursuant to rule 13.25A of the Main Board Rules (the Main Board Listing Rules) / rule 17.27A of the GEM Rules (the GEM Listing Rules) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Exchange) Section I 1. Type of shares WVR ordinary shares Class of shares Class A Listed on SEHK (Note 11) Yes Stock code (if listed) 02390 Description Issues of shares (Notes 6 and 7) No. of shares Issued shares as a % of existing number of issued shares before relevant share issue (Notes 4, 6 and 7) Issue price per share (Notes 1 and 7) Closing market price per share of the immediately preceding business day (Note 5) % discount(-)/premium of issue price to market price (Note 7) Opening balance as at (Note 2)30 September 2022 306,581,402 1).Repurchase of shares (or other securities) but not cancelledDate of changes01 July 2022 95,150 0.0292% % 2).Repurchase of shares (or other securities) but not cancelledDate of changes05 July 2022 118,350 0.0363% % 3).Repurchase of shares (or other securities) but not cancelledDate of changes06 July 2022 116,300 0.0357% % 4).Repurchase of shares (or other securities) but not cancelledDate of changes07 July 2022 87,550 0.0269% % |
| FF304 vPage 2 of 71.2.4 5).Repurchase of shares (or other securities) but not cancelledDate of changes08 July 2022 125,000 0.0383% % 6).Repurchase of shares (or other securities) but not cancelledDate of changes11 July 2022 133,000 0.0408% % 7).Repurchase of shares (or other securities) but not cancelledDate of changes12 July 2022 142,450 0.0437% % 8).Repurchase of shares (or other securities) but not cancelledDate of changes13 July 2022 135,650 0.0416% % 9).Repurchase of shares (or other securities) but not cancelledDate of changes14 July 2022 161,650 0.0496% % 10).Repurchase of shares (or other securities) but not cancelledDate of changes15 July 2022 137,500 0.0422% % 11).Repurchase of shares (or other securities) but not cancelledDate of changes18 July 2022 44,300 0.0136% % 12).Repurchase of shares (or other securities) but not cancelledDate of changes19 July 2022 134,800 0.0413% % 13).Repurchase of shares (or other securities) but not cancelledDate of changes20 July 2022 83,150 0.0255% % 14).Repurchase of shares (or other securities) but not cancelledDate of changes21 July 2022 34,050 0.0104% % 15).Repurchase of shares (or other securities) but not cancelled 6,500 0.002% % |
| FF304 vPage 3 of 71.2.4 Date of changes22 July 2022 16).Repurchase of shares (or other securities) but not cancelledDate of changes02 September 2022 97,142 0.0298% % 17).Repurchase of shares (or other securities) but not cancelledDate of changes06 September 2022 267,100 0.082% % 18).Repurchase of shares (or other securities) but not cancelledDate of changes07 September 2022 54,958 0.0169% % 19).Repurchase of shares (or other securities) but not cancelledDate of changes08 September 2022 131,900 0.0405% % 20).Repurchase of shares (or other securities) but not cancelledDate of changes13 September 2022 195,150 0.0599% % 21).Repurchase of shares (or other securities) but not cancelledDate of changes14 September 2022 156,000 0.0479% % 22).Repurchase of shares (or other securities) but not cancelledDate of changes15 September 2022 276,550 0.0849% % 23).Repurchase of shares (or other securities) but not cancelledDate of changes16 September 2022 276,550 0.0849% % 24).Repurchase of shares (or other securities) but not cancelledDate of changes19 September 2022 157,890 0.0485% % 25).Repurchase of shares (or other securities) but not cancelledDate of changes20 September 2022 247,300 0.0759% % |
| FF304 vPage 4 of 71.2.4 26).Repurchase of shares (or other securities) but not cancelledDate of changes21 September 2022 284,850 0.0874% % 27).Repurchase of shares (or other securities) but not cancelledDate of changes22 September 2022 162,483 0.0499% % 28).Repurchase of shares (or other securities) but not cancelledDate of changes23 September 2022 142,350 0.0437% % 29).Repurchase of shares (or other securities) but not cancelledDate of changes26 September 2022 93,722 0.0288% % 30).Repurchase of shares (or other securities) but not cancelledDate of changes27 September 2022 132,815 0.0408% % 31).Repurchase of shares (or other securities) but not cancelledDate of changes28 September 2022 90,958 0.0279% % 32).Repurchase of shares (or other securities) but not cancelledDate of changes29 September 2022 107,253 0.0329% % 33).Repurchase of shares (or other securities) but not cancelledDate of changes30 September 2022 160,100 0.0491% % 34).Repurchase of shares (or other securities) but not cancelledDate of changes05 October 2022 4,800 0.0015% % Closing balance as at (Note 8)05 October 2022 306,581,402 |
| FF304 vPage 5 of 71.2.4 N/ANotes to Section I: 1. Where shares have been issued at more than one issue price per share, a weighted average issue price per share should be given. 2. 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. 3. Please set out all changes in issued share capital requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of issue. 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. 4. The percentage change in the number of issued shares of listed issuer is to be calculated by reference to the listed issuer's total number of shares in issue (excluding for such purpose any shares repurchased or redeemed but not yet cancelled) as it was immediately before the earliest relevant event which has not been disclosed in a Monthly Return or Next Day Disclosure Return. 5. Where trading in the shares of the listed issuer has been suspended, closing market price per share of the immediately preceding business day should be construed as closing market price per share of the business day on which the shares were last traded. 6. In the context of a repurchase of shares: ■ issues of shares should be construed as repurchases of shares; and ■ issued shares as a % of existing number of shares before relevant share issue should be construed as repurchased shares as a % of existing number of shares before relevant share repurchase. 7. In the context of a redemption of shares: ■ issues of shares should be construed as redemptions of shares; ■ issued shares as a % of existing number of shares before relevant share issue should be construed as redeemed shares as a % of existing number of shares before relevant share redemption; and ■ issue price per share should be construed as redemption price per share. 8. The closing balance date is the date of the last relevant event being disclosed. 9. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. 10. 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. |
| FF304 vPage 6 of 71.2.411. SEHK refers to Stock Exchange of Hong Kong. |
| FF304 vPage 7 of 71.2.4Section 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).The issuer has Purchase report or additional information for issuer whose primary listing is on the Exchange Section II 1. Type of shares WVR ordinary shares Class of shares Class A Listed on SEHK (Note) Yes Stock code (if listed) 02390 Description A. Purchase report Trading date Number of securities purchased Method of purchase (Note) Price per share or highest price paid $ Lowest price paid $ Total paid $ 1).05 October 2022 4,800 On another stock exchangeNew York Stock Exchange USD2.44 USD2.44 USD11,712 Total number of securities purchased 4,800Total paid $ USD11,712 B. Additional information for issuer whose primary listing is on the Exchange 1). Number of such securities purchased on the Exchange in the year to date (since ordinary resolution)(a) 46,100 2). % of number of shares in issue at time ordinary resolution passed acquired on the Exchange since date of resolution ( (a) x 100 )/ Number of shares in issue 0.014 % We hereby confirm that the repurchases set out in A above which were made on the Exchange were made in accordance with the Main Board Listing Rules and that there have been no material changes to the particulars contained in the Explanatory Statement dated 19 May 2022 which has been filed with the Exchange. We also confirm that any purchases set out in A above which were made on another stock exchange were made in accordance with the domestic rules applying to purchases made on that other exchange.Note to Section II: Please state whether on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer.Submitted by: Wei SUN(Name) Title: Director(Director, Secretary or other Duly Authorised Officer) |
| FF304 vPage 1 of 71.2.4Next Day Disclosure Return (Equity issuer - changes in issued share capital and/or share buybacks)Instrument: Equity issuerStatus: New SubmissionName of Issuer: Zhihu Inc. Date Submitted: 06 October 2022Section I must be completed by a listed issuer where there has been a change in its issued share capital which is discloseable pursuant to rule 13.25A of the Main Board Rules (the Main Board Listing Rules) / rule 17.27A of the GEM Rules (the GEM Listing Rules) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Exchange) Section I 1. Type of shares WVR ordinary shares Class of shares Class A Listed on SEHK (Note 11) Yes Stock code (if listed) 02390 Description Issues of shares (Notes 6 and 7) No. of shares Issued shares as a % of existing number of issued shares before relevant share issue (Notes 4, 6 and 7) Issue price per share (Notes 1 and 7) Closing market price per share of the immediately preceding business day (Note 5) % discount(-)/premium of issue price to market price (Note 7) Opening balance as at (Note 2)05 October 2022 306,581,402 1).Repurchase of shares (or other securities) but not cancelledDate of changes01 July 2022 95,150 0.0292% % 2).Repurchase of shares (or other securities) but not cancelledDate of changes05 July 2022 118,350 0.0363% % 3).Repurchase of shares (or other securities) but not cancelledDate of changes06 July 2022 116,300 0.0357% % 4).Repurchase of shares (or other securities) but not cancelledDate of changes07 July 2022 87,550 0.0269% % |
| FF304 vPage 2 of 71.2.4 5).Repurchase of shares (or other securities) but not cancelledDate of changes08 July 2022 125,000 0.0383% % 6).Repurchase of shares (or other securities) but not cancelledDate of changes11 July 2022 133,000 0.0408% % 7).Repurchase of shares (or other securities) but not cancelledDate of changes12 July 2022 142,450 0.0437% % 8).Repurchase of shares (or other securities) but not cancelledDate of changes13 July 2022 135,650 0.0416% % 9).Repurchase of shares (or other securities) but not cancelledDate of changes14 July 2022 161,650 0.0496% % 10).Repurchase of shares (or other securities) but not cancelledDate of changes15 July 2022 137,500 0.0422% % 11).Repurchase of shares (or other securities) but not cancelledDate of changes18 July 2022 44,300 0.0136% % 12).Repurchase of shares (or other securities) but not cancelledDate of changes19 July 2022 134,800 0.0413% % 13).Repurchase of shares (or other securities) but not cancelledDate of changes20 July 2022 83,150 0.0255% % 14).Repurchase of shares (or other securities) but not cancelledDate of changes21 July 2022 34,050 0.0104% % 15).Repurchase of shares (or other securities) but not cancelled 6,500 0.002% % |
| FF304 vPage 3 of 71.2.4 Date of changes22 July 2022 16).Repurchase of shares (or other securities) but not cancelledDate of changes02 September 2022 97,142 0.0298% % 17).Repurchase of shares (or other securities) but not cancelledDate of changes06 September 2022 267,100 0.082% % 18).Repurchase of shares (or other securities) but not cancelledDate of changes07 September 2022 54,958 0.0169% % 19).Repurchase of shares (or other securities) but not cancelledDate of changes08 September 2022 131,900 0.0405% % 20).Repurchase of shares (or other securities) but not cancelledDate of changes13 September 2022 195,150 0.0599% % 21).Repurchase of shares (or other securities) but not cancelledDate of changes14 September 2022 156,000 0.0479% % 22).Repurchase of shares (or other securities) but not cancelledDate of changes15 September 2022 276,550 0.0849% % 23).Repurchase of shares (or other securities) but not cancelledDate of changes16 September 2022 276,550 0.0849% % 24).Repurchase of shares (or other securities) but not cancelledDate of changes19 September 2022 157,890 0.0485% % 25).Repurchase of shares (or other securities) but not cancelledDate of changes20 September 2022 247,300 0.0759% % |
| FF304 vPage 4 of 71.2.4 26).Repurchase of shares (or other securities) but not cancelledDate of changes21 September 2022 284,850 0.0874% % 27).Repurchase of shares (or other securities) but not cancelledDate of changes22 September 2022 162,483 0.0499% % 28).Repurchase of shares (or other securities) but not cancelledDate of changes23 September 2022 142,350 0.0437% % 29).Repurchase of shares (or other securities) but not cancelledDate of changes26 September 2022 93,722 0.0288% % 30).Repurchase of shares (or other securities) but not cancelledDate of changes27 September 2022 132,815 0.0408% % 31).Repurchase of shares (or other securities) but not cancelledDate of changes28 September 2022 90,958 0.0279% % 32).Repurchase of shares (or other securities) but not cancelledDate of changes29 September 2022 107,253 0.0329% % 33).Repurchase of shares (or other securities) but not cancelledDate of changes30 September 2022 160,100 0.0491% % 34).Repurchase of shares (or other securities) but not cancelledDate of changes05 October 2022 4,800 0.0015% % 35).Repurchase of shares (or other securities) but not cancelledDate of changes06 October 2022 600 0.0002% % Closing balance as at (Note 8)06 October 2022 306,581,402 |
| FF304 vPage 5 of 71.2.4 N/ANotes to Section I: 1. Where shares have been issued at more than one issue price per share, a weighted average issue price per share should be given. 2. 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. 3. Please set out all changes in issued share capital requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of issue. 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. 4. The percentage change in the number of issued shares of listed issuer is to be calculated by reference to the listed issuer's total number of shares in issue (excluding for such purpose any shares repurchased or redeemed but not yet cancelled) as it was immediately before the earliest relevant event which has not been disclosed in a Monthly Return or Next Day Disclosure Return. 5. Where trading in the shares of the listed issuer has been suspended, closing market price per share of the immediately preceding business day should be construed as closing market price per share of the business day on which the shares were last traded. 6. In the context of a repurchase of shares: ■ issues of shares should be construed as repurchases of shares; and ■ issued shares as a % of existing number of shares before relevant share issue should be construed as repurchased shares as a % of existing number of shares before relevant share repurchase. 7. In the context of a redemption of shares: ■ issues of shares should be construed as redemptions of shares; ■ issued shares as a % of existing number of shares before relevant share issue should be construed as redeemed shares as a % of existing number of shares before relevant share redemption; and ■ issue price per share should be construed as redemption price per share. 8. The closing balance date is the date of the last relevant event being disclosed. 9. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. 10. 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. |
| FF304 vPage 6 of 71.2.411. SEHK refers to Stock Exchange of Hong Kong. |
| FF304 vPage 7 of 71.2.4Section 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).The issuer has Purchase report or additional information for issuer whose primary listing is on the Exchange Section II 1. Type of shares WVR ordinary shares Class of shares Class A Listed on SEHK (Note) Yes Stock code (if listed) 02390 Description A. Purchase report Trading date Number of securities purchased Method of purchase (Note) Price per share or highest price paid $ Lowest price paid $ Total paid $ 1).06 October 2022 600 On another stock exchangeNew York Stock Exchange USD2.44 USD2.44 USD1,464 Total number of securities purchased 600Total paid $ USD1,464 B. Additional information for issuer whose primary listing is on the Exchange 1). Number of such securities purchased on the Exchange in the year to date (since ordinary resolution)(a) 46,100 2). % of number of shares in issue at time ordinary resolution passed acquired on the Exchange since date of resolution ( (a) x 100 )/ Number of shares in issue 0.014 % We hereby confirm that the repurchases set out in A above which were made on the Exchange were made in accordance with the Main Board Listing Rules and that there have been no material changes to the particulars contained in the Explanatory Statement dated 19 May 2022 which has been filed with the Exchange. We also confirm that any purchases set out in A above which were made on another stock exchange were made in accordance with the domestic rules applying to purchases made on that other exchange.Note to Section II: Please state whether on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer.Submitted by: Wei SUN(Name) Title: Director(Director, Secretary or other Duly Authorised Officer) |
| FF301vPage 1 of 81.0.1 Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities For the month ended: 30 September 2022Status: New SubmissionTo : Hong Kong Exchanges and Clearing LimitedName of Issuer: Zhihu Inc.Date Submitted: 07 October 2022I. Movements in Authorised / Registered Share Capital 1. Type of shares WVR ordinary shares Class of shares Class A Listed on SEHK (Note 1) Yes Stock code 02390 Description Number of authorised/registered shares Par value Authorised/registered share capital Balance at close of preceding month 1,550,000,000 USD 0.000125 USD 193,750 Increase / decrease (-) 0 USD Balance at close of the month 1,550,000,000 USD 0.000125 USD 193,750 2. Type of shares WVR ordinary shares Class of shares Class B Listed on SEHK (Note 1) No Stock code 02390 Description Number of authorised/registered shares Par value Authorised/registered share capital Balance at close of preceding month 50,000,000 USD 0.000125 USD 6,250 Increase / decrease (-) 0 USD Balance at close of the month 50,000,000 USD 0.000125 USD 6,250Total authorised/registered share capital at the end of the month: USD 200,000 |
| FF301vPage 2 of 81.0.1II. Movements in Issued Shares 1. Type of shares WVR ordinary shares Class of shares Class A Listed on SEHK (Note 1) Yes Stock code 02390 Description Balance at close of preceding month 306,581,402 Increase / decrease (-) 0 Balance at close of the month 306,581,402 2. Type of shares WVR ordinary shares Class of shares Class B Listed on SEHK (Note 1) No Stock code 02390 Description Balance at close of preceding month 19,211,343 Increase / decrease (-) 0 Balance at close of the month 19,211,343Remarks: Opening and closing balances of Class A ordinary shares shown above are of the Class A ordinary shares issued as fully paid or credited to be fully paid. Opening and closing balances of Class A ordinary shares that are issued and outstanding (i.e. exclusive of the Class A ordinary shares issued to the Depositary for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Share Incentive Plans ("Bulk Issuance Shares")) are 299,109,868 and 300,636,520 respectively. |
| FF301vPage 3 of 81.0.1III. Details of Movements in Issued Shares(A). Share Options (under Share Option Schemes of the Issuer) 1. Type of shares issuable WVR ordinary shares Class of shares Class A Shares issuable to be listed on SEHK (Note 1) Yes Stock code of shares issuable (if listed on SEHK) (Note 1) 02390 Particulars of share option scheme Number of share options outstanding at close of preceding month Movement during the month Number of share options outstanding at close of the month No. of new shares of issuer issued during the month pursuant thereto (A) No. of new shares of issuer which may be issued pursuant thereto as at close of the month The total number of securities which may be issued upon exercise of all share options to be granted under the scheme at close of the month 1). 2012 Plan (Share incentive plan adopted in June 2012 as amended from time to time) 7,177,083 Cancelled -45,497 Lapsed -372 Others -1,551,531 5,579,683 5,579,683 0 General Meeting approval date (if applicable) 2). 2022 Plan (Share incentive plan adopted on March 30, 2022 as amended from time to time) 0 0 0 13,042,731 General Meeting approval date (if applicable) Total A (WVR ordinary shares Class A): Total funds raised during the month from exercise of options: USD 0Remarks: 1) Others: -1,551,531 refers to 1,551,531 options being exercised. The exercise of 1,551,531 options was settled using the Bulk Issuance Shares.(B). Warrants to Issue Shares of the Issuer which are to be ListedNot applicable |
| FF301vPage 4 of 81.0.1(C). Convertibles (i.e. Convertible into Issue Shares of the Issuer which are to be Listed)Not applicable(D). Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be listed, including Options (other than Share Options Schemes) 1. Type of shares issuable WVR ordinary shares Class of shares Class A Shares issuable to be listed on SEHK (Note 1) Yes Stock code of shares issuable (if listed on SEHK) (Note 1) 02390 Description General Meeting approval date (if applicable) No. of new shares of issuer issued during the month pursuant thereto (D) No. of new shares of issuer which may be issued pursuant thereto as at close of the month 1). 2012 Plan - Restricted Shares (Share incentive plan adopted in June 2012 as amended from time to time) 0 2,430,771 2). 2022 Plan - Restricted Share Unit (Share incentive plan adopted on March 30, 2022 as amended from time to time) 0 2,367,900Total D (WVR ordinary shares Class A): 0Remarks: As of 30 September 2022, (i) 2,430,771 shares of the issuer may be issued pursuant to the restricted shares granted under 2012 Plan; and (ii) 2,367,900 shares of the issuer may be issued pursuant to the restricted share unit granted under 2022 Plan. 2,083 restricted shares granted under 2012 Plan were vested during the month. 123,675 restricted shares granted under 2012 Plan and 41,500 restricted shares units granted under 2022 Plan were cancelled during the month.(E). Other Movements in Issued Share 1. Type of shares issuable (Note 5 and 6) WVR ordinary shares Class of shares Class A Shares issuable to be listed on SEHK (Note 1, 5 and 6) Yes Stock code of shares issuable (if listed on SEHK) (Note 1, 5 and 6) 02390 Type of Issue At price (if applicable) Currency Amount Issue and allotment date (Note 5 and 6) General Meeting approval date (if applicable) No. of new shares of issuer issued during the month pursuant thereto (E) No. of new shares of issuer which may be issued pursuant thereto as at close of the month 1). Repurchase of shares 10 June 2022 -4,590,471Total E (WVR ordinary shares Class A): Remarks: |
| FF301vPage 5 of 81.0.1 1). Repurchases of 4,590,471 Class A ordinary shares were made on 1, 5, 6, 7, 8, 11, 12, 13, 14, 15, 18, 19, 20, 21, 22 July 2022 and 2, 6, 7, 8, 13, 14, 15, 16, 19, 20, 21, 22, 23, 26, 27, 28, 29, 30 September 2022 in US but such shares are not yet cancelled as at 30 September 2022. Total increase / decrease (-) in WVR ordinary shares Class A during the month (i.e. Total of A to E) 0 |
| FF301vPage 6 of 81.0.1IV. Information about Hong Kong Depositary Receipt (HDR)Not applicable |
| FF301vPage 7 of 81.0.1V. Confirmations We hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued by the issuer during the month as set out in Part III and IV which has not been previously disclosed in a return published under Main Board Rule 13.25A / GEM Rule 17.27A, it has been duly authorised by the board of directors of the listed issuer and, insofar as applicable: (Note 2) (i) all money due to the listed issuer in respect of the issue of securities has been received by it; (ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited 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 3); (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 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; (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.Submitted by: Lau Yee WaTitle: Joint Company Secretary(Director, Secretary or other Duly Authorised Officer) Notes1.SEHK refers to Stock Exchange of Hong Kong.2.Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, no further confirmation is required to be made in this return. |
| FF301vPage 8 of 81.0.13.Identical means in this context:ēthe securities are of the same nominal value with the same amount called up or paid up;ēthey 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); andēthey carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.4.If there is insufficient space, please submit additional document.5.In the context of repurchase of shares:ēshares issuable to be listed on SEHK should be construed as shares repurchased listed on SEHK; andēstock code of shares issuable (if listed on SEHK) should be construed as stock code of shares repurchased (if listed on SEHK); andētype of shares issuable should be construed as type of shares repurchased; andēissue and allotment date should be construed as cancellation date6.In the context of redemption of shares: ēshares issuable to be listed on SEHK should be construed as shares redeemed listed on SEHK; and ēstock code of shares issuable (if listed on SEHK) should be construed as stock code of shares redeemed (if listed on SEHK); andētype of shares issuable should be construed as type of shares redeemed; andēissue and allotment date should be construed as redemption date |
| FF304 vPage 1 of 81.2.4Next Day Disclosure Return (Equity issuer - changes in issued share capital and/or share buybacks)Instrument: Equity issuerStatus: New SubmissionName of Issuer: Zhihu Inc. Date Submitted: 10 October 2022Section I must be completed by a listed issuer where there has been a change in its issued share capital which is discloseable pursuant to rule 13.25A of the Main Board Rules (the Main Board Listing Rules) / rule 17.27A of the GEM Rules (the GEM Listing Rules) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Exchange) Section I 1. Type of shares WVR ordinary shares Class of shares Class A Listed on SEHK (Note 11) Yes Stock code (if listed) 02390 Description Issues of shares (Notes 6 and 7) No. of shares Issued shares as a % of existing number of issued shares before relevant share issue (Notes 4, 6 and 7) Issue price per share (Notes 1 and 7) Closing market price per share of the immediately preceding business day (Note 5) % discount(-)/premium of issue price to market price (Note 7) Opening balance as at (Note 2)06 October 2022 306,581,402 1).Repurchase of shares (or other securities) but not cancelledDate of changes01 July 2022 95,150 0.0292% % 2).Repurchase of shares (or other securities) but not cancelledDate of changes05 July 2022 118,350 0.0363% % 3).Repurchase of shares (or other securities) but not cancelledDate of changes06 July 2022 116,300 0.0357% % 4).Repurchase of shares (or other securities) but not cancelledDate of changes07 July 2022 87,550 0.0269% % |
| FF304 vPage 2 of 81.2.4 5).Repurchase of shares (or other securities) but not cancelledDate of changes08 July 2022 125,000 0.0383% % 6).Repurchase of shares (or other securities) but not cancelledDate of changes11 July 2022 133,000 0.0408% % 7).Repurchase of shares (or other securities) but not cancelledDate of changes12 July 2022 142,450 0.0437% % 8).Repurchase of shares (or other securities) but not cancelledDate of changes13 July 2022 135,650 0.0416% % 9).Repurchase of shares (or other securities) but not cancelledDate of changes14 July 2022 161,650 0.0496% % 10).Repurchase of shares (or other securities) but not cancelledDate of changes15 July 2022 137,500 0.0422% % 11).Repurchase of shares (or other securities) but not cancelledDate of changes18 July 2022 44,300 0.0136% % 12).Repurchase of shares (or other securities) but not cancelledDate of changes19 July 2022 134,800 0.0413% % 13).Repurchase of shares (or other securities) but not cancelledDate of changes20 July 2022 83,150 0.0255% % 14).Repurchase of shares (or other securities) but not cancelledDate of changes21 July 2022 34,050 0.0104% % 15).Repurchase of shares (or other securities) but not cancelled 6,500 0.002% % |
| FF304 vPage 3 of 81.2.4 Date of changes22 July 2022 16).Repurchase of shares (or other securities) but not cancelledDate of changes02 September 2022 97,142 0.0298% % 17).Repurchase of shares (or other securities) but not cancelledDate of changes06 September 2022 267,100 0.082% % 18).Repurchase of shares (or other securities) but not cancelledDate of changes07 September 2022 54,958 0.0169% % 19).Repurchase of shares (or other securities) but not cancelledDate of changes08 September 2022 131,900 0.0405% % 20).Repurchase of shares (or other securities) but not cancelledDate of changes13 September 2022 195,150 0.0599% % 21).Repurchase of shares (or other securities) but not cancelledDate of changes14 September 2022 156,000 0.0479% % 22).Repurchase of shares (or other securities) but not cancelledDate of changes15 September 2022 276,550 0.0849% % 23).Repurchase of shares (or other securities) but not cancelledDate of changes16 September 2022 276,550 0.0849% % 24).Repurchase of shares (or other securities) but not cancelledDate of changes19 September 2022 157,890 0.0485% % 25).Repurchase of shares (or other securities) but not cancelledDate of changes20 September 2022 247,300 0.0759% % |
| FF304 vPage 4 of 81.2.4 26).Repurchase of shares (or other securities) but not cancelledDate of changes21 September 2022 284,850 0.0874% % 27).Repurchase of shares (or other securities) but not cancelledDate of changes22 September 2022 162,483 0.0499% % 28).Repurchase of shares (or other securities) but not cancelledDate of changes23 September 2022 142,350 0.0437% % 29).Repurchase of shares (or other securities) but not cancelledDate of changes26 September 2022 93,722 0.0288% % 30).Repurchase of shares (or other securities) but not cancelledDate of changes27 September 2022 132,815 0.0408% % 31).Repurchase of shares (or other securities) but not cancelledDate of changes28 September 2022 90,958 0.0279% % 32).Repurchase of shares (or other securities) but not cancelledDate of changes29 September 2022 107,253 0.0329% % 33).Repurchase of shares (or other securities) but not cancelledDate of changes30 September 2022 160,100 0.0491% % 34).Repurchase of shares (or other securities) but not cancelledDate of changes05 October 2022 4,800 0.0015% % 35).Repurchase of shares (or other securities) but not cancelledDate of changes06 October 2022 600 0.0002% % 36).Repurchase of shares (or other securities) but not cancelled 111,100 0.0341% % |
| FF304 vPage 5 of 81.2.4 Date of changes07 October 2022 Closing balance as at (Note 8)07 October 2022 306,581,402 |
| FF304 vPage 6 of 81.2.4 N/ANotes to Section I: 1. Where shares have been issued at more than one issue price per share, a weighted average issue price per share should be given. 2. 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. 3. Please set out all changes in issued share capital requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of issue. 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. 4. The percentage change in the number of issued shares of listed issuer is to be calculated by reference to the listed issuer's total number of shares in issue (excluding for such purpose any shares repurchased or redeemed but not yet cancelled) as it was immediately before the earliest relevant event which has not been disclosed in a Monthly Return or Next Day Disclosure Return. 5. Where trading in the shares of the listed issuer has been suspended, closing market price per share of the immediately preceding business day should be construed as closing market price per share of the business day on which the shares were last traded. 6. In the context of a repurchase of shares: ■ issues of shares should be construed as repurchases of shares; and ■ issued shares as a % of existing number of shares before relevant share issue should be construed as repurchased shares as a % of existing number of shares before relevant share repurchase. 7. In the context of a redemption of shares: ■ issues of shares should be construed as redemptions of shares; ■ issued shares as a % of existing number of shares before relevant share issue should be construed as redeemed shares as a % of existing number of shares before relevant share redemption; and ■ issue price per share should be construed as redemption price per share. 8. The closing balance date is the date of the last relevant event being disclosed. 9. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. 10. 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. |
| FF304 vPage 7 of 81.2.411. SEHK refers to Stock Exchange of Hong Kong. |
| FF304 vPage 8 of 81.2.4Section 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).The issuer has Purchase report or additional information for issuer whose primary listing is on the Exchange Section II 1. Type of shares WVR ordinary shares Class of shares Class A Listed on SEHK (Note) Yes Stock code (if listed) 02390 Description A. Purchase report Trading date Number of securities purchased Method of purchase (Note) Price per share or highest price paid $ Lowest price paid $ Total paid $ 1).07 October 2022 111,100 On another stock exchangeNew York Stock Exchange USD2.34 USD2.24 USD257,330 Total number of securities purchased 111,100Total paid $ USD257,330 B. Additional information for issuer whose primary listing is on the Exchange 1). Number of such securities purchased on the Exchange in the year to date (since ordinary resolution)(a) 46,100 2). % of number of shares in issue at time ordinary resolution passed acquired on the Exchange since date of resolution ( (a) x 100 )/ Number of shares in issue 0.014 % We hereby confirm that the repurchases set out in A above which were made on the Exchange were made in accordance with the Main Board Listing Rules and that there have been no material changes to the particulars contained in the Explanatory Statement dated 19 May 2022 which has been filed with the Exchange. We also confirm that any purchases set out in A above which were made on another stock exchange were made in accordance with the domestic rules applying to purchases made on that other exchange.Note to Section II: Please state whether on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer.Submitted by: Wei SUN(Name) Title: Director(Director, Secretary or other Duly Authorised Officer) |
