ZH 6-K
Zhihu Inc. (ZH)
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 September 2024
Commission File Number: 001-40253
Zhihu Inc.
(Registrant’s Name)
18 Xueqing Road
Haidian District,Beijing 100083
People’s Republicof 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 ¨
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Announcement—Pursuant to Rule 3.8 of the Takeovers Code |
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/ Han Wang |
| Name | : | Han Wang |
| Title | : | Chief Financial Officer |
Date: September 3, 2024
Exhibit99.1
HongKong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement,make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arisingfrom or in reliance upon the whole or any part of the contents of this announcement.
Thisannouncement has been prepared pursuant to, and in order to comply with, the Listing Rules and the Codes, and does not constitutean invitation or offer to acquire, purchase, or subscribe for securities of the Company nor shall there be any sale, purchase, or subscriptionfor securities of the Company in any jurisdiction in which such offer, solicitation, or sale would be unlawful absent the filing of aregistration statement or the availability of an applicable exemption from registration or other waiver.
ZhihuInc.
(A companycontrolled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(NYSE: ZH; HKEX: 2390)
ANNOUNCEMENT
PURSUANTTO RULE 3.8 OF THE TAKEOVERS CODE
This announcement is made by Zhihu Inc. (the “Company”) pursuant to Rule 3.8 of The Hong Kong Code on Takeovers and Mergers.
Reference is made to (i) the announcement of the Company dated July 19, 2024 in relation to, among other things, the Offer (the “3.5 Announcement”); and (ii) the announcements of the Company pursuant to Rule 3.8 of the Takeovers Code published on July 23, 2024, August 1, 2024, August 6, 2024, and August 28, 2024. Unless otherwise defined herein, capitalized terms used herein shall have the same meanings as those defined in the 3.5 Announcement.
UPDATE ON THE NUMBER OF RELEVANTSECURITIES OF THE COMPANY
The Board wishes to announce that on August 30, 2024, 870 options granted under the 2012 Plan have been lapsed pursuant to the 2012 Plan, 498 restricted shares granted under the 2012 Plan have been cancelled pursuant to the 2012 Plan, and 47,649 restricted share units granted under the 2022 Plan have been cancelled pursuant to the 2022 Plan. In addition, on August 30, 2024, 91,662 Bulk Issuance Shares (as defined below) in the form of ADSs were used to settle the exercise or vesting of awards granted under the 2012 Plan and the 2022 Plan.
Details of all classes of relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) issued by the Company and the numbers of such securities in issue as of the date of this announcement are as follows:
| (i) | a total of 294,733,420 Shares issued and outstanding, which comprised 277,339,754 Class A Ordinary<br>Shares and 17,393,666 Class B Ordinary Shares issued and outstanding. This total number of issued and outstanding Shares excludes<br>the Class A Ordinary Shares issued to the depositary for bulk issuance of ADSs reserved for future issuances upon the exercise or<br>vesting of awards granted under the 2012 Plan and the 2022 Plan (“Bulk Issuance Shares”), which amounted to 234,531<br>Class A Ordinary Shares; |
|---|---|
| (ii) | a total of 1,766,572 outstanding options entitling the holders to acquire an aggregate of 1,766,572 Class A<br>Ordinary Shares under the 2012 Plan; |
| --- | --- |
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| (iii) | a total of 241,344 outstanding restricted shares entitling the holders to acquire an aggregate of 241,344 Class A Ordinary Shares<br>under the 2012 Plan; and |
|---|---|
| (iv) | a total of 16,779,305 outstanding restricted share units entitling the holders to acquire an aggregate of 16,779,305 Class A<br>Ordinary Shares under the 2022 Plan. |
| --- | --- |
As of the date of this announcement, save as disclosed above, the Company has no other outstanding options, derivatives, warrants, or securities which are convertible or exchangeable into Shares and the Company has no other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code).
DEALING DISCLOSURE
The associates (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company are hereby reminded to disclose their dealings in the relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company under Rule 22 of the Takeovers Code during the Offer Period.
In accordance with Rule 3.8 of the Takeovers Code, reproduced below is the full text of Note 11 to Rule 22 of the Takeovers Code:
*“*Responsibilitiesof stockbrokers, banks and other intermediaries
Stockbrokers,banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that thoseclients are aware of the disclosure obligations attaching to associates of an offeror or the offeree company and other persons under Rule 22and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriatecases, likewise draw attention to the relevant Rules. However, this does not apply when the total value of dealings (excluding stamp dutyand commission) in any relevant security undertaken for a client during any 7 day period is less than $1 million.
Thisdispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their owndealings, whatever total value is involved.
Intermediariesare expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciatethat stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identitiesof clients, as part of that co-operation.”
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WARNING: The Offer is conditionalupon the satisfaction of the Condition as described in this announcement in all aspects. Accordingly, the Offer may or may not becomeunconditional. Shareholders, ADS holders, and/or potential investors of the Company should therefore exercise caution when dealing inthe securities of the Company. Persons who are in doubt as to the action they should take should consult their licensed securities dealersor registered institutions in securities, bank managers, solicitors, professional accountants, or other professional advisers.
| By order of the board |
|---|
| ZhihuInc. Yuan Zhou Chairman |
Hong Kong, September 2, 2024
Asof the date of this announcement, the board of Directors comprises Mr. Yuan Zhou as an executive Director, Mr. Dahai Li, Mr. ZhaohuiLi, and Mr. Bing Yu as non-executive Directors, and Mr. Hanhui Sam Sun, Ms. Hope Ni, and Mr. Derek Chen as independentnon-executive Directors.
TheDirectors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm,having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived atafter due and careful consideration and there are no other facts not contained in this announcement, the omission of which would makeany statement in this announcement misleading.
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