Zhihu Inc 6-K, filed Oct 10, 2023
Zhihu Inc. (ZH)
About this 6-K
Zhihu Inc filed this 6-K on October 10, 2023.
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 2023
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 ¨
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/ Henry Dachuan Sha | |
| Name | : | Henry Dachuan Sha | |
| Title | : | Director and Chief Financial Officer | |
Date: October 10, 2023
| FF304 Page 1 of 8 v 1.2.5 Next Day Disclosure Return (Equity issuer - changes in issued share capital and/or share buybacks) Instrument: Equity issuer Status: New Submission Name of Issuer: Zhihu Inc. Date Submitted: 09 October 2023 Section 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. Class of shares WVR ordinary shares Type of shares 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) 28 September 2023 294,646,061 1). Repurchase of shares (or other securities) but not cancelled Date of changes 03 July 2023 89,291 0.0282 % % 2). Repurchase of shares (or other securities) but not cancelled Date of changes 05 July 2023 61,550 0.0194 % % 3). Repurchase of shares (or other securities) but not cancelled Date of changes 06 July 2023 209,124 0.066 % % 4). Repurchase of shares (or other securities) but not cancelled Date of changes 07 July 2023 91,800 0.029 % % |
| FF304 Page 2 of 8 v 1.2.5 5). Repurchase of shares (or other securities) but not cancelled Date of changes 10 July 2023 93,500 0.0295 % % 6). Repurchase of shares (or other securities) but not cancelled Date of changes 11 July 2023 91,700 0.0289 % % 7). Repurchase of shares (or other securities) but not cancelled Date of changes 12 July 2023 89,800 0.0283 % % 8). Repurchase of shares (or other securities) but not cancelled Date of changes 13 July 2023 86,500 0.0273 % % 9). Repurchase of shares (or other securities) but not cancelled Date of changes 14 July 2023 88,500 0.0279 % % 10). Repurchase of shares (or other securities) but not cancelled Date of changes 17 July 2023 88,850 0.028 % % 11). Repurchase of shares (or other securities) but not cancelled Date of changes 18 July 2023 90,700 0.0286 % % 12). Repurchase of shares (or other securities) but not cancelled Date of changes 19 July 2023 89,550 0.0283 % % 13). Repurchase of shares (or other securities) but not cancelled Date of changes 20 July 2023 83,724 0.0264 % % 14). Repurchase of shares (or other securities) but not cancelled Date of changes 21 July 2023 104,600 0.033 % % 15). Repurchase of shares (or other securities) but not cancelled 94,100 0.0297 % % |
| FF304 Page 3 of 8 v 1.2.5 Date of changes 24 July 2023 16). Repurchase of shares (or other securities) but not cancelled Date of changes 25 July 2023 89,650 0.0283 % % 17). Repurchase of shares (or other securities) but not cancelled Date of changes 26 July 2023 76,235 0.0241 % % 18). Repurchase of shares (or other securities) but not cancelled Date of changes 27 July 2023 90,300 0.0285 % % 19). Repurchase of shares (or other securities) but not cancelled Date of changes 28 July 2023 87,251 0.0275 % % 20). Repurchase of shares (or other securities) but not cancelled Date of changes 31 July 2023 22,100 0.0071 % % 21). Repurchase of shares (or other securities) but not cancelled Date of changes 01 August 2023 83,350 0.0266 % % 22). Repurchase of shares (or other securities) but not cancelled Date of changes 02 August 2023 90,300 0.0288 % % 23). Repurchase of shares (or other securities) but not cancelled Date of changes 03 August 2023 88,500 0.0283 % % 24). Repurchase of shares (or other securities) but not cancelled Date of changes 04 August 2023 87,250 0.0279 % % 25). Repurchase of shares (or other securities) but not cancelled Date of changes 07 August 2023 87,600 0.028 % % |
| FF304 Page 4 of 8 v 1.2.5 26). Repurchase of shares (or other securities) but not cancelled Date of changes 08 August 2023 86,694 0.0277 % % 27). Repurchase of shares (or other securities) but not cancelled Date of changes 09 August 2023 89,600 0.0286 % % 28). Repurchase of shares (or other securities) but not cancelled Date of changes 10 August 2023 88,150 0.0282 % % 29). Repurchase of shares (or other securities) but not cancelled Date of changes 11 August 2023 152,590 0.0487 % % 30). Repurchase of shares (or other securities) but not cancelled Date of changes 14 August 2023 92,850 0.0297 % % 31). Repurchase of shares (or other securities) but not cancelled Date of changes 15 August 2023 107,985 0.0345 % % 32). Repurchase of shares (or other securities) but not cancelled Date of changes 16 August 2023 98,392 0.0314 % % 33). Repurchase of shares (or other securities) but not cancelled Date of changes 17 August 2023 91,000 0.0291 % % 34). Repurchase of shares (or other securities) but not cancelled Date of changes 18 August 2023 221,099 0.0706 % % 35). Repurchase of shares (or other securities) but not cancelled Date of changes 21 August 2023 94,500 0.0302 % % 36). Repurchase of shares (or other securities) but not cancelled 219,215 0.07 % % |
| FF304 Page 5 of 8 v 1.2.5 Date of changes 22 August 2023 37). Repurchase of shares (or other securities) but not cancelled Date of changes 23 August 2023 279,250 0.0892 % % 38). Repurchase of shares (or other securities) but not cancelled Date of changes 24 August 2023 254,574 0.0813 % % 39). Repurchase of shares (or other securities) but not cancelled Date of changes 20 September 2023 187,134 0.0598 % % 40). Repurchase of shares (or other securities) but not cancelled Date of changes 21 September 2023 284,633 0.0909 % % 41). Repurchase of shares (or other securities) but not cancelled Date of changes 22 September 2023 260,000 0.083 % % 42). Repurchase of shares (or other securities) but not cancelled Date of changes 25 September 2023 290,000 0.0926 % % 43). Repurchase of shares (or other securities) but not cancelled Date of changes 28 September 2023 236,413 0.0755 % % 44). Repurchase of shares (or other securities) but not cancelled Date of changes 06 October 2023 78,648 0.0251 % % Closing balance as at (Note 8) 06 October 2023 294,646,061 |
| FF304 Page 6 of 8 v 1.2.5 The above repurchases of American depository shares were conducted on the New York Stock Exchange in the U.S. time of the relevant dates of changes Notes 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 Page 7 of 8 v 1.2.5 11. SEHK refers to Stock Exchange of Hong Kong. |
| FF304 Page 8 of 8 v 1.2.5 Section 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. Class of shares WVR ordinary shares Type of shares 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 2023 78,648 On another stock exchange New York Stock Exchange USD 2.04 USD 1.96 USD 159,888 Total number of securities purchased 78,648 Total paid $ USD 159,888 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) 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 % 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 2 June 2023 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: Henry Dachuan SHA (Name) Title: Director (Director, Secretary or other Duly Authorised Officer) |
| FF301 Page 1 of 8 v 1.0.2 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 2023 Status: New Submission To : Hong Kong Exchanges and Clearing Limited Name of Issuer: Zhihu Inc. Date Submitted: 09 October 2023 I. Movements in Authorised / Registered Share Capital 1. Class of shares WVR ordinary shares Type of shares 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. Class of shares WVR ordinary shares Type of shares 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 6,250 Total authorised/registered share capital at the end of the month: USD 200,000 |
| FF301 Page 2 of 8 v 1.0.2 II. Movements in Issued Shares 1. Class of shares WVR ordinary shares Type of shares A Listed on SEHK (Note 1) Yes Stock code 02390 Description Balance at close of preceding month 294,646,061 Increase / decrease (-) 0 Balance at close of the month 294,646,061 2. Class of shares WVR ordinary shares Type of shares B Listed on SEHK (Note 1) No Stock code 02390 Description Balance at close of preceding month 18,463,437 Increase / decrease (-) 0 Balance at close of the month 18,463,437 Remarks: 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 291,883,298 and 291,911,891 respectively. |
| FF301 Page 3 of 8 v 1.0.2 III. Details of Movements in Issued Shares (A). Share Options (under Share Option Schemes of the Issuer) 1. Class of shares issuable WVR ordinary shares Type of shares 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.) 3,139,644 Cancelled -25,112 Lapsed -88,397 Others -40,535 2,985,600 2,985,600 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 A): Total funds raised during the month from exercise of options: USD 0 Remarks: 1) Others: -40,535 refers to 40,535 options being exercised. The exercise of 40,535 options was settled using the Bulk Issuance Shares. (B). Warrants to Issue Shares of the Issuer which are to be Listed Not applicable |
| FF301 Page 4 of 8 v 1.0.2 (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. Class of shares issuable WVR ordinary shares Type of shares 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 1,276,042 2). 2022 Plan - Restricted Share Unit (Share incentive plan adopted on March 30, 2022 as amended from time to time) 0 11,533,064 Total D (WVR ordinary shares A): 0 Remarks: As of 30 September 2023, (i) 1,276,042 shares of the issuer may be issued pursuant to the restricted shares granted under 2012 Plan; and (ii) 11,533,064 shares of the issuer may be issued pursuant to the restricted share units granted under 2022 Plan. 2,083 restricted shares granted under 2012 Plan were vested during the month. 1,200 restricted shares granted under 2012 Plan and 541,600 restricted share units granted under 2022 Plan were cancelled during the month. (E). Other Movements in Issued Share 1. Class of shares issuable (Note 5 and 6) WVR ordinary shares Type of shares 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 30 June 2023 -5,389,904 Total E (WVR ordinary shares A): |
| FF301 Page 5 of 8 v 1.0.2 Remarks: Class A: 1) Repurchases of a total of 5,389,904 Class A ordinary shares were made on 3, 5, 6, 7, 10, 11, 12, 13, 14, 17, 18, 19, 20, 21, 24, 25, 26, 27, 28, 31 July 2023 and 1, 2, 3, 4, 7, 8, 9, 10, 11, 14, 15, 16, 17, 18, 21, 22, 23 and 24 August 2023 and 20, 21, 22, 25 and 28 September 2023 in New York Stock Exchange but such shares are not yet cancelled as at 30 September 2023. Total increase / decrease (-) in WVR ordinary shares A during the month (i.e. Total of A to E) 0 |
| FF301 Page 6 of 8 v 1.0.2 IV. Information about Hong Kong Depositary Receipt (HDR) Not applicable |
| FF301 Page 7 of 8 v 1.0.2 V. 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 Wa Title: Company Secretary (Director, Secretary or other Duly Authorised Officer) Notes 1. 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. |
| FF301 Page 8 of 8 v 1.0.2 3. “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. 4. If there is insufficient space, please submit additional document. 5. In the context of repurchase of shares: ． “shares issuable to be listed on SEHK” should be construed as “shares repurchased listed on SEHK”; and ． “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares repurchased (if listed on SEHK)”; and ． “class of shares issuable” should be construed as “class of shares repurchased”; and ． “issue and allotment date” should be construed as “cancellation date” 6. In the context of redemption of shares: ． “shares issuable to be listed on SEHK” should be construed as “shares redeemed listed on SEHK”; and ． “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares redeemed (if listed on SEHK)”; and ． “class of shares issuable” should be construed as “class of shares redeemed”; and ． “issue and allotment date” should be construed as “redemption date” |
