Zhihu Inc 6-K, filed Dec 11, 2023
Zhihu Inc. (ZH)
About this 6-K
Zhihu Inc filed this 6-K on December 11, 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 December 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 o
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: December 11, 2023
| 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 November 2023 Status: New Submission To : Hong Kong Exchanges and Clearing Limited Name of Issuer: Zhihu Inc. Date Submitted: 06 December 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 (-) -5,072,072 Balance at close of the month 289,573,989 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 (-) -317,832 Balance at close of the month 18,145,605 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 291,967,649 and 286,895,577 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) 2,753,167 Lapsed -124,435 2,628,732 2,628,732 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 (B). Warrants to Issue Shares of the Issuer which are to be Listed Not applicable (C). Convertibles (i.e. Convertible into Issue Shares of the Issuer which are to be Listed) Not applicable |
| FF301 Page 4 of 8 v 1.0.2 (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 1,177,851 2). 2022 Plan - Restricted Share Unit (Share incentive plan adopted on March 30, 2022 as amended from time to time) 0 10,228,839 Total D (WVR ordinary shares A): 0 Remarks: As of 30 November 2023, (i) 1,177,851 shares of the issuer may be issued pursuant to the restricted shares granted under 2012 Plan; and (ii) 10,228,839 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. 3,850 restricted shares granted under 2012 Plan and 292,150 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 -4,747,525 2). Repurchase of shares 17 November 2023 30 June 2023 -5,389,904 3). Other (Please specify) Conversion of Class B ordinary shares to Class A ordinary shares 17 November 2023 317,832 |
| FF301 Page 5 of 8 v 1.0.2 2. Class of shares issuable (Note 5 and 6) WVR ordinary shares Type of shares B Shares issuable to be listed on SEHK (Note 1, 5 and 6) No Stock code of shares issuable (if listed on SEHK) (Note 1, 5 and 6) 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). Other (Please specify) Conversion of Class B ordinary shares to Class A ordinary shares 17 November 2023 -317,832 Total E (WVR ordinary shares A): -5,072,072 Total E (WVR ordinary shares B): -317,832 Remarks: Class A: 1) Repurchases of a total of 4,747,525 Class A ordinary shares were made on 6, 9, 11, 12, 13, 16, 17, 18, 19, 20, 23, 26, 27, 30 and 31 October 2023, and 1, 2, 3, 6, 7, 8, 9, 10, 13, 14, 15, 16, 17, 20, 21, 22, 24, 27, 28, 29 and 30 November 2023 in New York Stock Exchange but such shares are not yet cancelled as at 30 November 2023. Class A: 2) A total of 5,389,904 Class A ordinary shares (previous repurchased on market on 3, 5, 6, 7, 10, 11, 12, 13, 14, 17, 18, 19, 20, 21, 24, 25, 26, 27, 28 and 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) were cancelled on 17 November 2023 in Cayman Islands. Class A: 3) & Class B: 1) Subsequent to the cancellation of the repurchased 5,389,904 Class A ordinary shares on 17 November 2023, 317,832 Class B ordinary shares were converted to Class A ordinary shares on a one-to-one ratio pursuant to Rule 8A.21 of the Listing Rules. Total increase / decrease (-) in WVR ordinary shares A during the month (i.e. Total of A to E) -5,072,072 Total increase / decrease (-) in WVR ordinary shares B during the month (i.e. Total of A to E) -317,832 |
| 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” |
| 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: 07 December 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) 30 November 2023 289,573,989 1). Repurchase of shares (or other securities) but not cancelled Date of changes 06 October 2023 78,648 0.0251 % % 2). Repurchase of shares (or other securities) but not cancelled Date of changes 09 October 2023 86,799 0.0277 % % 3). Repurchase of shares (or other securities) but not cancelled Date of changes 11 October 2023 2,434 0.0008 % % 4). Repurchase of shares (or other securities) but not cancelled Date of changes 12 October 2023 89,985 0.0287 % % |
| FF304 Page 2 of 8 v 1.2.5 5). Repurchase of shares (or other securities) but not cancelled Date of changes 13 October 2023 30,172 0.0096 % % 6). Repurchase of shares (or other securities) but not cancelled Date of changes 16 October 2023 51,352 0.0164 % % 7). Repurchase of shares (or other securities) but not cancelled Date of changes 17 October 2023 31,149 0.0099 % % 8). Repurchase of shares (or other securities) but not cancelled Date of changes 18 October 2023 207,646 0.0663 % % 9). Repurchase of shares (or other securities) but not cancelled Date of changes 19 October 2023 97,319 0.0311 % % 10). Repurchase of shares (or other securities) but not cancelled Date of changes 20 October 2023 35,858 0.0115 % % 11). Repurchase of shares (or other securities) but not cancelled Date of changes 23 October 2023 9,953 0.0032 % % 12). Repurchase of shares (or other securities) but not cancelled Date of changes 26 October 2023 138,866 0.0444 % % 13). Repurchase of shares (or other securities) but not cancelled Date of changes 27 October 2023 163,483 0.0522 % % 14). Repurchase of shares (or other securities) but not cancelled Date of changes 30 October 2023 99,472 0.0318 % % 15). Repurchase of shares (or other securities) but not cancelled 97,897 0.0313 % % |
| FF304 Page 3 of 8 v 1.2.5 Date of changes 31 October 2023 16). Repurchase of shares (or other securities) but not cancelled Date of changes 01 November 2023 110,762 0.0354 % % 17). Repurchase of shares (or other securities) but not cancelled Date of changes 02 November 2023 100,504 0.0321 % % 18). Repurchase of shares (or other securities) but not cancelled Date of changes 03 November 2023 48,561 0.0155 % % 19). Repurchase of shares (or other securities) but not cancelled Date of changes 06 November 2023 110,508 0.0353 % % 20). Repurchase of shares (or other securities) but not cancelled Date of changes 07 November 2023 66,800 0.0213 % % 21). Repurchase of shares (or other securities) but not cancelled Date of changes 08 November 2023 129,970 0.0415 % % 22). Repurchase of shares (or other securities) but not cancelled Date of changes 09 November 2023 28,650 0.0092 % % 23). Repurchase of shares (or other securities) but not cancelled Date of changes 10 November 2023 151,478 0.0484 % % 24). Repurchase of shares (or other securities) but not cancelled Date of changes 13 November 2023 242,500 0.0774 % % 25). Repurchase of shares (or other securities) but not cancelled Date of changes 14 November 2023 64,800 0.0207 % % |
| FF304 Page 4 of 8 v 1.2.5 26). Repurchase of shares (or other securities) but not cancelled Date of changes 15 November 2023 238,166 0.0761 % % 27). Repurchase of shares (or other securities) but not cancelled Date of changes 16 November 2023 236,539 0.0755 % % 28). Repurchase of shares (or other securities) but not cancelled Date of changes 17 November 2023 99,372 0.0317 % % 29). Repurchase of shares (or other securities) but not cancelled Date of changes 20 November 2023 242,500 0.0788 % % 30). Repurchase of shares (or other securities) but not cancelled Date of changes 21 November 2023 236,365 0.0768 % % 31). Repurchase of shares (or other securities) but not cancelled Date of changes 22 November 2023 229,928 0.0747 % % 32). Repurchase of shares (or other securities) but not cancelled Date of changes 24 November 2023 242,500 0.0788 % % 33). Repurchase of shares (or other securities) but not cancelled Date of changes 27 November 2023 242,500 0.0788 % % 34). Repurchase of shares (or other securities) but not cancelled Date of changes 28 November 2023 219,089 0.0712 % % 35). Repurchase of shares (or other securities) but not cancelled Date of changes 29 November 2023 242,500 0.0788 % % 36). Repurchase of shares (or other securities) but not cancelled 242,500 0.0788 % % |
| FF304 Page 5 of 8 v 1.2.5 Date of changes 30 November 2023 37). Repurchase of shares (or other securities) but not cancelled Date of changes 06 December 2023 350,000 0.1137 % % Closing balance as at (Note 8) 06 December 2023 289,573,989 |
| 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 December 2023 350,000 On another stock exchange New York Stock Exchange USD 1.9998 USD 1.8682 USD 685,160 Total number of securities purchased 350,000 Total paid $ USD 685,160 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) |
| 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: 08 December 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) 06 December 2023 289,573,989 1). Repurchase of shares (or other securities) but not cancelled Date of changes 06 October 2023 78,648 0.0251 % % 2). Repurchase of shares (or other securities) but not cancelled Date of changes 09 October 2023 86,799 0.0277 % % 3). Repurchase of shares (or other securities) but not cancelled Date of changes 11 October 2023 2,434 0.0008 % % 4). Repurchase of shares (or other securities) but not cancelled Date of changes 12 October 2023 89,985 0.0287 % % |
| FF304 Page 2 of 8 v 1.2.5 5). Repurchase of shares (or other securities) but not cancelled Date of changes 13 October 2023 30,172 0.0096 % % 6). Repurchase of shares (or other securities) but not cancelled Date of changes 16 October 2023 51,352 0.0164 % % 7). Repurchase of shares (or other securities) but not cancelled Date of changes 17 October 2023 31,149 0.0099 % % 8). Repurchase of shares (or other securities) but not cancelled Date of changes 18 October 2023 207,646 0.0663 % % 9). Repurchase of shares (or other securities) but not cancelled Date of changes 19 October 2023 97,319 0.0311 % % 10). Repurchase of shares (or other securities) but not cancelled Date of changes 20 October 2023 35,858 0.0115 % % 11). Repurchase of shares (or other securities) but not cancelled Date of changes 23 October 2023 9,953 0.0032 % % 12). Repurchase of shares (or other securities) but not cancelled Date of changes 26 October 2023 138,866 0.0444 % % 13). Repurchase of shares (or other securities) but not cancelled Date of changes 27 October 2023 163,483 0.0522 % % 14). Repurchase of shares (or other securities) but not cancelled Date of changes 30 October 2023 99,472 0.0318 % % 15). Repurchase of shares (or other securities) but not cancelled 97,897 0.0313 % % |
| FF304 Page 3 of 8 v 1.2.5 Date of changes 31 October 2023 16). Repurchase of shares (or other securities) but not cancelled Date of changes 01 November 2023 110,762 0.0354 % % 17). Repurchase of shares (or other securities) but not cancelled Date of changes 02 November 2023 100,504 0.0321 % % 18). Repurchase of shares (or other securities) but not cancelled Date of changes 03 November 2023 48,561 0.0155 % % 19). Repurchase of shares (or other securities) but not cancelled Date of changes 06 November 2023 110,508 0.0353 % % 20). Repurchase of shares (or other securities) but not cancelled Date of changes 07 November 2023 66,800 0.0213 % % 21). Repurchase of shares (or other securities) but not cancelled Date of changes 08 November 2023 129,970 0.0415 % % 22). Repurchase of shares (or other securities) but not cancelled Date of changes 09 November 2023 28,650 0.0092 % % 23). Repurchase of shares (or other securities) but not cancelled Date of changes 10 November 2023 151,478 0.0484 % % 24). Repurchase of shares (or other securities) but not cancelled Date of changes 13 November 2023 242,500 0.0774 % % 25). Repurchase of shares (or other securities) but not cancelled Date of changes 14 November 2023 64,800 0.0207 % % |
| FF304 Page 4 of 8 v 1.2.5 26). Repurchase of shares (or other securities) but not cancelled Date of changes 15 November 2023 238,166 0.0761 % % 27). Repurchase of shares (or other securities) but not cancelled Date of changes 16 November 2023 236,539 0.0755 % % 28). Repurchase of shares (or other securities) but not cancelled Date of changes 17 November 2023 99,372 0.0317 % % 29). Repurchase of shares (or other securities) but not cancelled Date of changes 20 November 2023 242,500 0.0788 % % 30). Repurchase of shares (or other securities) but not cancelled Date of changes 21 November 2023 236,365 0.0768 % % 31). Repurchase of shares (or other securities) but not cancelled Date of changes 22 November 2023 229,928 0.0747 % % 32). Repurchase of shares (or other securities) but not cancelled Date of changes 24 November 2023 242,500 0.0788 % % 33). Repurchase of shares (or other securities) but not cancelled Date of changes 27 November 2023 242,500 0.0788 % % 34). Repurchase of shares (or other securities) but not cancelled Date of changes 28 November 2023 219,089 0.0712 % % 35). Repurchase of shares (or other securities) but not cancelled Date of changes 29 November 2023 242,500 0.0788 % % 36). Repurchase of shares (or other securities) but not cancelled 242,500 0.0788 % % |
| FF304 Page 5 of 8 v 1.2.5 Date of changes 30 November 2023 37). Repurchase of shares (or other securities) but not cancelled Date of changes 06 December 2023 350,000 0.1137 % % 38). Repurchase of shares (or other securities) but not cancelled Date of changes 07 December 2023 450,000 0.1462 % % Closing balance as at (Note 8) 07 December 2023 289,573,989 |
| 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). 07 December 2023 450,000 On another stock exchange New York Stock Exchange USD 2 USD 1.926 USD 899,010 Total number of securities purchased 450,000 Total paid $ USD 899,010 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) |
