Zhihu Inc 6-K, filed Jul 18, 2022
Zhihu Inc. (ZH)
About this 6-K
Zhihu Inc filed this 6-K on July 18, 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 July 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: July 18, 2022
Exhibit 99.1
| FF304 v Page 1 of 6 1.2.4 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: 11 July 2022 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. 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) 08 July 2022 306,840,703 1). Repurchase of shares (or other securities) but not cancelled Date of changes 21 June 2022 200 0.00006 % % 2). Repurchase of shares (or other securities) but not cancelled Date of changes 22 June 2022 18,800 0.00577 % % 3). Repurchase of shares (or other securities) but not cancelled Date of changes 23 June 2022 5,400 0.0017 % % 4). Repurchase of shares (or other securities) but not cancelled Date of changes 23 June 2022 107,000 0.0328 % % |
| FF304 v Page 2 of 6 1.2.4 5). Repurchase of shares (or other securities) but not cancelled Date of changes 24 June 2022 1,500 0.00046 % % 6). Repurchase of shares (or other securities) but not cancelled Date of changes 27 June 2022 42,950 0.0132 % % 7). Repurchase of shares (or other securities) but not cancelled Date of changes 29 June 2022 13,500 0.0041 % % 8). Repurchase of shares (or other securities) but not cancelled Date of changes 29 June 2022 79,500 0.0244 % % 9). Repurchase of shares (or other securities) but not cancelled Date of changes 30 June 2022 6,700 0.0021 % % 10). Repurchase of shares (or other securities) but not cancelled Date of changes 01 July 2022 95,150 0.0292 % % 11). Repurchase of shares (or other securities) but not cancelled Date of changes 05 July 2022 118,350 0.0363 % % 12). Repurchase of shares (or other securities) but not cancelled Date of changes 06 July 2022 116,300 0.0357 % % 13). Repurchase of shares (or other securities) but not cancelled Date of changes 07 July 2022 87,550 0.0269 % % 14). Repurchase of shares (or other securities) but not cancelled Date of changes 08 July 2022 125,000 0.0383 % % 15). Repurchase of shares (or other securities) but not cancelled 133,000 0.0408 % % |
| FF304 v Page 3 of 6 1.2.4 Date of changes 11 July 2022 Closing balance as at (Note 8) 11 July 2022 306,840,703 |
| FF304 v Page 4 of 6 1.2.4 N/A 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 v Page 5 of 6 1.2.4 11. SEHK refers to Stock Exchange of Hong Kong. |
| FF304 v Page 6 of 6 1.2.4 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. 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). 11 July 2022 133,000 On another stock exchange New York Stock Exchange USD 3.06 USD 3.01 USD 404,825 Total number of securities purchased 133,000 Total paid $ USD 404,825 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) |
Exhibit 99.2
| FF304 v Page 1 of 6 1.2.4 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: 12 July 2022 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. 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) 11 July 2022 306,840,703 1). Repurchase of shares (or other securities) but not cancelled Date of changes 21 June 2022 200 0.00006 % % 2). Repurchase of shares (or other securities) but not cancelled Date of changes 22 June 2022 18,800 0.00577 % % 3). Repurchase of shares (or other securities) but not cancelled Date of changes 23 June 2022 5,400 0.0017 % % 4). Repurchase of shares (or other securities) but not cancelled Date of changes 23 June 2022 107,000 0.0328 % % |
| FF304 v Page 2 of 6 1.2.4 5). Repurchase of shares (or other securities) but not cancelled Date of changes 24 June 2022 1,500 0.00046 % % 6). Repurchase of shares (or other securities) but not cancelled Date of changes 27 June 2022 42,950 0.0132 % % 7). Repurchase of shares (or other securities) but not cancelled Date of changes 29 June 2022 13,500 0.0041 % % 8). Repurchase of shares (or other securities) but not cancelled Date of changes 29 June 2022 79,500 0.0244 % % 9). Repurchase of shares (or other securities) but not cancelled Date of changes 30 June 2022 6,700 0.0021 % % 10). Repurchase of shares (or other securities) but not cancelled Date of changes 01 July 2022 95,150 0.0292 % % 11). Repurchase of shares (or other securities) but not cancelled Date of changes 05 July 2022 118,350 0.0363 % % 12). Repurchase of shares (or other securities) but not cancelled Date of changes 06 July 2022 116,300 0.0357 % % 13). Repurchase of shares (or other securities) but not cancelled Date of changes 07 July 2022 87,550 0.0269 % % 14). Repurchase of shares (or other securities) but not cancelled Date of changes 08 July 2022 125,000 0.0383 % % 15). Repurchase of shares (or other securities) but not cancelled 133,000 0.0408 % % |
| FF304 v Page 3 of 6 1.2.4 Date of changes 11 July 2022 16). Repurchase of shares (or other securities) but not cancelled Date of changes 12 July 2022 142,450 0.0437 % % Closing balance as at (Note 8) 12 July 2022 306,840,703 |
| FF304 v Page 4 of 6 1.2.4 N/A 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 v Page 5 of 6 1.2.4 11. SEHK refers to Stock Exchange of Hong Kong. |
| FF304 v Page 6 of 6 1.2.4 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. 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). 12 July 2022 142,450 On another stock exchange New York Stock Exchange USD 3.15 USD 2.99 USD 441,424 Total number of securities purchased 142,450 Total paid $ USD 441,424 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) |
Exhibit 99.3
| FF304 v Page 1 of 6 1.2.4 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: 13 July 2022 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. 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) 12 July 2022 306,840,703 1). Repurchase of shares (or other securities) but not cancelled Date of changes 21 June 2022 200 0.00006 % % 2). Repurchase of shares (or other securities) but not cancelled Date of changes 22 June 2022 18,800 0.00577 % % 3). Repurchase of shares (or other securities) but not cancelled Date of changes 23 June 2022 5,400 0.0017 % % 4). Repurchase of shares (or other securities) but not cancelled Date of changes 23 June 2022 107,000 0.0328 % % |
| FF304 v Page 2 of 6 1.2.4 5). Repurchase of shares (or other securities) but not cancelled Date of changes 24 June 2022 1,500 0.00046 % % 6). Repurchase of shares (or other securities) but not cancelled Date of changes 27 June 2022 42,950 0.0132 % % 7). Repurchase of shares (or other securities) but not cancelled Date of changes 29 June 2022 13,500 0.0041 % % 8). Repurchase of shares (or other securities) but not cancelled Date of changes 29 June 2022 79,500 0.0244 % % 9). Repurchase of shares (or other securities) but not cancelled Date of changes 30 June 2022 6,700 0.0021 % % 10). Repurchase of shares (or other securities) but not cancelled Date of changes 01 July 2022 95,150 0.0292 % % 11). Repurchase of shares (or other securities) but not cancelled Date of changes 05 July 2022 118,350 0.0363 % % 12). Repurchase of shares (or other securities) but not cancelled Date of changes 06 July 2022 116,300 0.0357 % % 13). Repurchase of shares (or other securities) but not cancelled Date of changes 07 July 2022 87,550 0.0269 % % 14). Repurchase of shares (or other securities) but not cancelled Date of changes 08 July 2022 125,000 0.0383 % % 15). Repurchase of shares (or other securities) but not cancelled 133,000 0.0408 % % |
| FF304 v Page 3 of 6 1.2.4 Date of changes 11 July 2022 16). Repurchase of shares (or other securities) but not cancelled Date of changes 12 July 2022 142,450 0.0437 % % 17). Repurchase of shares (or other securities) but not cancelled Date of changes 13 July 2022 135,650 0.0416 % % Closing balance as at (Note 8) 13 July 2022 306,840,703 |
| FF304 v Page 4 of 6 1.2.4 N/A 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 v Page 5 of 6 1.2.4 11. SEHK refers to Stock Exchange of Hong Kong. |
| FF304 v Page 6 of 6 1.2.4 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. 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). 13 July 2022 135,650 On another stock exchange New York Stock Exchange USD 3.16 USD 3.05 USD 421,003 Total number of securities purchased 135,650 Total paid $ USD 421,003 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) |
Exhibit 99.4
| FF304 v Page 1 of 6 1.2.4 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: 14 July 2022 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. 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) 13 July 2022 306,840,703 1). Repurchase of shares (or other securities) but not cancelled Date of changes 21 June 2022 200 0.00006 % % 2). Repurchase of shares (or other securities) but not cancelled Date of changes 22 June 2022 18,800 0.00577 % % 3). Repurchase of shares (or other securities) but not cancelled Date of changes 23 June 2022 5,400 0.0017 % % 4). Repurchase of shares (or other securities) but not cancelled Date of changes 23 June 2022 107,000 0.0328 % % |
| FF304 v Page 2 of 6 1.2.4 5). Repurchase of shares (or other securities) but not cancelled Date of changes 24 June 2022 1,500 0.00046 % % 6). Repurchase of shares (or other securities) but not cancelled Date of changes 27 June 2022 42,950 0.0132 % % 7). Repurchase of shares (or other securities) but not cancelled Date of changes 29 June 2022 13,500 0.0041 % % 8). Repurchase of shares (or other securities) but not cancelled Date of changes 29 June 2022 79,500 0.0244 % % 9). Repurchase of shares (or other securities) but not cancelled Date of changes 30 June 2022 6,700 0.0021 % % 10). Repurchase of shares (or other securities) but not cancelled Date of changes 01 July 2022 95,150 0.0292 % % 11). Repurchase of shares (or other securities) but not cancelled Date of changes 05 July 2022 118,350 0.0363 % % 12). Repurchase of shares (or other securities) but not cancelled Date of changes 06 July 2022 116,300 0.0357 % % 13). Repurchase of shares (or other securities) but not cancelled Date of changes 07 July 2022 87,550 0.0269 % % 14). Repurchase of shares (or other securities) but not cancelled Date of changes 08 July 2022 125,000 0.0383 % % 15). Repurchase of shares (or other securities) but not cancelled 133,000 0.0408 % % |
| FF304 v Page 3 of 6 1.2.4 Date of changes 11 July 2022 16). Repurchase of shares (or other securities) but not cancelled Date of changes 12 July 2022 142,450 0.0437 % % 17). Repurchase of shares (or other securities) but not cancelled Date of changes 13 July 2022 135,650 0.0416 % % 18). Repurchase of shares (or other securities) but not cancelled Date of changes 14 July 2022 161,650 0.0496 % % Closing balance as at (Note 8) 14 July 2022 306,840,703 |
| FF304 v Page 4 of 6 1.2.4 N/A 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 v Page 5 of 6 1.2.4 11. SEHK refers to Stock Exchange of Hong Kong. |
| FF304 v Page 6 of 6 1.2.4 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. 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). 14 July 2022 161,650 On another stock exchange New York Stock Exchange USD 3.1 USD 2.91 USD 486,534 Total number of securities purchased 161,650 Total paid $ USD 486,534 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) |
Exhibit 99.5
| FF304 v Page 1 of 6 1.2.4 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: 18 July 2022 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. 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) 14 July 2022 306,840,703 1). Repurchase of shares (or other securities) but not cancelled Date of changes 21 June 2022 200 0.00006 % % 2). Repurchase of shares (or other securities) but not cancelled Date of changes 22 June 2022 18,800 0.00577 % % 3). Repurchase of shares (or other securities) but not cancelled Date of changes 23 June 2022 5,400 0.0017 % % 4). Repurchase of shares (or other securities) but not cancelled Date of changes 23 June 2022 107,000 0.0328 % % |
| FF304 v Page 2 of 6 1.2.4 5). Repurchase of shares (or other securities) but not cancelled Date of changes 24 June 2022 1,500 0.00046 % % 6). Repurchase of shares (or other securities) but not cancelled Date of changes 27 June 2022 42,950 0.0132 % % 7). Repurchase of shares (or other securities) but not cancelled Date of changes 29 June 2022 13,500 0.0041 % % 8). Repurchase of shares (or other securities) but not cancelled Date of changes 29 June 2022 79,500 0.0244 % % 9). Repurchase of shares (or other securities) but not cancelled Date of changes 30 June 2022 6,700 0.0021 % % 10). Repurchase of shares (or other securities) but not cancelled Date of changes 01 July 2022 95,150 0.0292 % % 11). Repurchase of shares (or other securities) but not cancelled Date of changes 05 July 2022 118,350 0.0363 % % 12). Repurchase of shares (or other securities) but not cancelled Date of changes 06 July 2022 116,300 0.0357 % % 13). Repurchase of shares (or other securities) but not cancelled Date of changes 07 July 2022 87,550 0.0269 % % 14). Repurchase of shares (or other securities) but not cancelled Date of changes 08 July 2022 125,000 0.0383 % % 15). Repurchase of shares (or other securities) but not cancelled 133,000 0.0408 % % |
| FF304 v Page 3 of 6 1.2.4 Date of changes 11 July 2022 16). Repurchase of shares (or other securities) but not cancelled Date of changes 12 July 2022 142,450 0.0437 % % 17). Repurchase of shares (or other securities) but not cancelled Date of changes 13 July 2022 135,650 0.0416 % % 18). Repurchase of shares (or other securities) but not cancelled Date of changes 14 July 2022 161,650 0.0496 % % 19). Repurchase of shares (or other securities) but not cancelled Date of changes 15 July 2022 137,500 0.0422 % % Closing balance as at (Note 8) 15 July 2022 306,840,703 |
| FF304 v Page 4 of 6 1.2.4 N/A 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 v Page 5 of 6 1.2.4 11. SEHK refers to Stock Exchange of Hong Kong. |
| FF304 v Page 6 of 6 1.2.4 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. 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). 15 July 2022 137,500 On another stock exchange New York Stock Exchange USD 3.16 USD 3.05 USD 428,835 Total number of securities purchased 137,500 Total paid $ USD 428,835 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) |
