Zhihu Inc 6-K, filed Jun 2, 2023

Zhihu Inc. (ZH)

6-K 2023-06-02 For: 2023-06-02

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Added on April 10, 2026

About this 6-K

Zhihu Inc filed this 6-K on June 2, 2023.

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Exhibit No.		Description
99.1		Press Release—Zhihu Inc. to Hold Annual General Meeting on June 30, 2023
99.2		Notice of Annual General Meeting
99.3		Circular
99.4		Form of Proxy for the Annual General Meeting
99.5		Form of Voting Instruction Card for Holders of American Depositary Shares

Zhihu Inc.


By	:	/s/ Henry Dachuan Sha
Name	:	Henry Dachuan Sha
Title	:	Director and Chief Financial Officer

	By Order of the Board of Directors,
	Zhihu Inc.

	/s/Yuan Zhou
	Yuan Zhou
	Chairman of the Board

Head Office:		Registered Office:
A5 Xueyuan Road		PO Box 309
Haidian District		Ugland House
Beijing		Grand Cayman KY1-1104
People’s Republic of China		Cayman Islands

DEFINITIONS		1

LETTER FROM THE BOARD		4

1.	Introduction	4

2.	Proposed Grant of General Mandate to Issue Shares	5

3.	Proposed Grant of General Mandate to Repurchase Shares and/or ADSs	5

4.	Proposed Re-Election of Directors	6

5.	Proposed Re-Appointment of Auditor	7

6.	The AGM and Proxy Arrangement	7

7.	Recommendations	8

8.	Further Information	8

APPENDIX I	EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE	9

APPENDIX II	DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION	13

“2012 Plan”	the share incentive plan adopted by our Company in June 2012, as amended from time to time

“2022 Plan”	the share incentive plan approved and adopted by our Company on March 30, 2022 to take effect from Listing, as amended from time to time

“ADS(s)”	American depositary shares, every two representing one Class A Ordinary Share

“ADS Record Date”	May 30, 2023 (New York time)

“AGM”	the annual general meeting of the Company to be convened on June 30, 2023 at 10:00 a.m. to consider and, if thought fit, approve, among other things, the Issuance Mandate and the Repurchase Mandate, the proposed re-election of Directors and the proposed re-appointment of auditor

“Articles” or “Articles of Association”	the eleventh amended and restated memorandum and articles of association of the Company adopted by a special resolution passed on June 10, 2022 and effective on the same date

“associate(s)”	has the meaning ascribed to it in the Listing Rules

“Board”	the board of Directors

“business day”	any day (other than a Saturday, Sunday or public holiday in Hong Kong) on which banks in Hong Kong or other relevant jurisdictions are generally open for normal banking business

“Class A Ordinary Shares”	Class A ordinary shares of the share capital of the Company with a par value of US$0.000125 each, conferring a holder of a Class A Ordinary Share one vote per Share on any resolution tabled at the Company’s general meeting

“Class B Ordinary Shares”	Class B ordinary shares of the share capital of the Company with a par value of US$0.000125 each, conferring weighted voting rights in the Company such that a holder of a Class B Ordinary Share is entitled to ten votes per Share on any resolution tabled at the Company’s general meeting, save for, under the Articles, resolutions with respect to any Reserved Matters, in which case they shall be entitled to one vote per Share

“Company”	Zhihu Inc. 知乎 (formerly known as “Zhihu Technology Limited”), an exempted company with limited liability incorporated in the Cayman Islands on May 17, 2011

“connected person(s)”	has the meaning ascribed to it in the Listing Rules

“Controlling Shareholder(s)”	has the meaning ascribed to it in the Listing Rules and unless the context otherwise requires, refers to Mr. Zhou and the intermediary companies through which Mr. Zhou has an interest in the Company, namely, MO Holding Ltd, South Ridge Global Limited and Zhihu Holdings Inc.

“Depositary”	JPMorgan Chase Bank, N.A., the depositary of the ADSs

“Directors”	the director(s) of the Company from time to time

“Group”	the Company, its subsidiaries and its consolidated affiliated entities from time to time

“HK$”	Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong”	the Hong Kong Special Administrative Region of the People’s Republic of China

“Latest Practicable Date”	May 25, 2023, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

“Listing”	the listing of the Class A Ordinary Shares on the Main Board of the Stock Exchange on April 22, 2022

“Listing Rules”	the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

“Model Code”	the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 to the Listing Rules

“Mr. Zhou”	Mr. Yuan Zhou, an executive Director, the Chairman of the Board, the Chief Executive Officer and the founder of the Company

“Nomination Committee”	the nomination committee of the Board

“Reserved Matters”	those resolutions with respect to which each Share is entitled to one vote at general meetings of the Company pursuant to the Articles, being: (i) any amendment to the Articles of Association of the Company, including the variation of the rights attached to any class of Shares, (ii) the appointment, election or removal of any independent non-executive Director, (iii) the appointment or removal of the Company’s auditors, and (iv) the voluntary liquidation or winding-up of the Company

“SFO”	Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

“Share Record Date”	May 30, 2023 (Hong Kong time)

“Shareholders”	person(s) who are registered as the holder(s) of the Share(s) in the register of members of the Company

“Shares”	the Class A Ordinary Shares and the Class B Ordinary Shares in the share capital of the Company, as the context so requires

“Stock Exchange”	The Stock Exchange of Hong Kong Limited

“subsidiary(ies)”	has the meaning ascribed to it in the Listing Rules

“substantial shareholder(s)”	has the meaning ascribed to it in the Listing Rules

“Takeovers Code”	the Codes on Takeovers and Mergers and Share Buybacks issued by the Securities and Futures Commission in Hong Kong

“weighted voting right”	has the meaning ascribed to it in the Listing Rules

“WVR Beneficiary”	has the meaning ascribed to it in the Listing Rules and unless the context otherwise requires, refers to Mr. Zhou, being the beneficial owner of the Class B Ordinary Shares which carry weighted voting rights

“WVR Structure”	has the meaning ascribed to it in the Listing Rules

“%”	per cent

	Price per share
Month	Highest		Lowest
	HK$		HK$
2022
May		27.15		19.58
June		32.20		22.65
July		28.55		19.90
August		23.20		17.76
September		20.60		15.68
October		18.88		14.40
November		21.00		13.66
December		24.60		16.28

2023
January		27.80		19.66
February		36.60		22.35
March		24.60		17.24
April		20.60		16.76
May (up to the Latest Practicable Date)		19.50		15.62

	Number of Class A Ordinary Shares Represented by ADSs		Price paid per share
Date of repurchase	Repurchased		Highest		Lowest
			(US$)		(US$)
December 23, 2022		336,121		2.80		2.38
March 28, 2023		316,041		2.52		2.46
March 29, 2023		104,678		2.54		2.52
April 5, 2023		30,764		2.40		2.38
April 12, 2023		124,296		2.40		2.34
April 13, 2023		46,245		2.40		2.38
April 14, 2023		53,855		2.40		2.37
April 17, 2023		67,849		2.40		2.36
April 18, 2023		112,827		2.40		2.38
April 19, 2023		114,894		2.40		2.34
April 20, 2023		115,675		2.34		2.26
April 21, 2023		116,824		2.34		2.23
April 24, 2023		110,650		2.30		2.22
April 25, 2023		122,856		2.24		2.18
April 26, 2023		136,948		2.20		2.18
April 27, 2023		137,357		2.20		2.08
April 28, 2023		108,691		2.26		2.09
May 1, 2023		102,535		2.28		2.20
May 2, 2023		136,890		2.24		2.12
May 3, 2023		140,205		2.14		2.06
May 4, 2023		128,969		2.16		2.08
May 5, 2023		137,885		2.16		2.08
May 8, 2023		142,896		2.10		2.02
May 9, 2023		15,674		2.08		2.02

Number of shares to which this form of proxy relates^{(Note 1)}	Class A ordinary shares
	Class B ordinary shares

ORDINARY RESOLUTIONS^{(Note 6)}		FOR	AGAINST	ABSTAIN
1.	To receive, consider, and adopt the audited consolidated financial statements of the Company as of and for the year ended December 31, 2022 and the reports of the directors of the Company and auditor thereon.
2(a)(i).	To re-elect Mr. Henry Dachuan Sha as an executive director.
2(a)(ii).	To re-elect Mr. Bing Yu as a non-executive director.
2(a)(iii).	To re-elect Mr. Hanhui Sam Sun as an independent non-executive director.
2(b).	To authorize the board of directors of the Company to fix the remuneration of directors.
3.	To grant a general mandate to the directors to issue, allot, and deal with additional Class A ordinary shares of the Company not exceeding 20% of the total number of issued and outstanding shares of the Company as of the date of passing of this resolution.
4.	To grant a general mandate to the directors to repurchase shares and/or ADSs of the Company not exceeding 10% of the total number of issued and outstanding shares of the Company as of the date of passing of this resolution.
5.	To extend the general mandate granted to the directors to issue, allot, and deal with additional shares in the capital of the Company by the aggregate number of the shares and/or shares underlying ADSs repurchased by the Company.
6.	To re-appoint PricewaterhouseCoopers as auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorize the board of directors of the Company to fix their remuneration for the year ending December 31, 2023.

	1.	Please delete as appropriate and insert the number of shares to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.
	2.	Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
	3.	Please insert the number of shares of the Company registered in your name(s) and delete as appropriate.
	4.	If any proxy other than the chairman of the meeting is preferred, please strike out the words “the chairman of the meeting” and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint any number of proxies (who must be individuals) to attend and vote instead of him/her. A proxy need not be a shareholder of the Company.
	5.	IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“√”) THE BOX MARKED “FOR.” IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“√”) THE BOX MARKED “AGAINST.” IF YOU WISH TO ABSTAIN FROM VOTING ON A RESOLUTION, PLEASE TICK (“√”) THE BOX MARKED “ABSTAIN”. If no direction is given, your proxy will vote or abstain at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM. If you mark the box “abstain”, it will mean that your proxy will abstain from voting and, accordingly, your vote will not be counted either for or against the relevant resolution.
	6.	The description of the resolutions is by way of summary only. The full text appears in the notice of the AGM.
	7.	This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer, attorney, or other person duly authorized. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON WHO SIGNS IT.
	8.	Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register of members in respect of the relevant joint holding.
	9.	In order to be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited (for both holders of Class A ordinary shares and holders of Class B ordinary shares), at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for the meeting or the adjourned meeting (as the case may be).
	10.	Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof if you so wish.