Zhihu Inc 6-K, filed Jun 30, 2023
Zhihu Inc. (ZH)
About this 6-K
Zhihu Inc filed this 6-K on June 30, 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 June 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
| Exhibit No. | Description | |
| 99.1 | Press Release—Zhihu Inc. Announces Results of the Annual General Meeting | |
| 99.2 | Announcement—Poll Results of the Annual General Meeting Held on June 30, 2022 |
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: June 30, 2023
Exhibit 99.1
Zhihu Inc. Announces Results of the Annual General Meeting
BEIJING, China, June 30, 2023 — Zhihu Inc. (NYSE: ZH; HKEX: 2390) (“Zhihu” or the “Company”), the operator of Zhihu, a leading online content community in China, today announced that each of the proposed resolutions submitted for shareholders’ approval (the “Proposed Resolutions”) as set forth in the notice of annual general meeting dated June 2, 2023 (the “AGM Notice”) has been adopted at its annual general meeting of shareholders held in Beijing, China today.
After the adoption of the Proposed Resolutions, all corporate authorizations and actions contemplated thereunder are approved, including, among other things, that (i) Mr. Henry Dachuan Sha, Mr. Bing Yu, and Mr. Hanhui Sam Sun are re-elected as directors of the Company and (ii) the directors of the Company are granted a general mandate to issue, allot, and deal with additional Class A ordinary shares of the Company or equivalents and a general mandate to repurchase the Company’s own shares, respectively, on the terms and in the periods as set out in the AGM Notice.
About Zhihu Inc.
Zhihu Inc. (NYSE: ZH; HKEX: 2390), a leading online content community in China where people come to find solutions, make decisions, seek inspiration, and have fun. Since the initial launch in 2010, we have grown from a Q&A community into one of the top comprehensive online content communities and the largest Q&A-inspired online content community in China. For more information, please visit https://ir.zhihu.com.
Safe Harbor Statement
This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to,” or other similar expressions. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the SEC and the Stock Exchange of Hong Kong Limited. All information provided in this press release is as of the date of this press release, and the Company does not undertake any duty to update such information, except as required under applicable law.
For investor and media inquiries, please contact:
In China:
Zhihu Inc.
Email: ir@zhihu.com
Piacente Financial Communications
Helen Wu
Tel: +86 (10) 6508-0677
Email: zhihu@tpg-ir.com
In the United States:
Piacente Financial Communications
Brandi Piacente
Tel: +1 (212) 481-2050
Email: zhihu@tpg-ir.com
Exhibit 99.2
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
Zhihu Inc.
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(NYSE: ZH; HKEX: 2390)
POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON JUNE 30, 2023
Reference is made to the Notice of Annual General Meeting (the “AGM”) dated June 2, 2023 (the “Notice”) and the circular to holders of the Company’s Shares (the “Shareholders”) dated June 2, 2023 (the “Circular”) of Zhihu Inc. (the “Company”). Unless otherwise required by the context, capitalised terms used in this announcement shall have the same meanings as defined in the Circular and/or the Notice.
The board of directors (the “Board”) of the Company is pleased to announce that the AGM was held on June 30, 2023 at Room Landing, Floor 1, Zone B, China Industry-Academy-Research Achievement Transformation Center, No. 18A Xueqing Road, Haidian District, Beijing, the People’s Republic of China. All resolutions proposed at the AGM have been duly passed. As of the Share Record Date, the total number of issued Shares was 319,601,988 Shares, comprising 300,755,702 Class A Ordinary Shares (including the 3,175,879 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 of the Company (“Bulk Issuance Shares”)) and 18,846,286 Class B Ordinary Shares, which was the total number of shares entitling Shareholders to attend and vote in favour of, against or in abstention on the resolutions at the AGM. There was no Shareholder or its associate (as defined in the Listing Rules) who is deemed to have a material interest in any of the resolutions to be proposed at the AGM, and therefore, there was no Shareholder who was required to abstain from voting on any resolution proposed at the AGM, nor any Shareholder who was entitled to attend the AGM but was required to abstain from voting in favour of any resolution at the AGM pursuant to Rule 13.40 of the Listing Rules. No Shareholder has indicated in the Circular that it intends to vote against or in abstention in respect of any resolution proposed at the AGM.
Accordingly, the total number of shares of the Company entitling the holders to attend and vote on the resolutions numbered 1 to 6 at the AGM was 319,601,988 Shares, comprising 300,755,702 Class A Ordinary Shares (including the 3,175,879 Bulk Issuance Shares as of the Share Record Date) and 18,846,286 Class B Ordinary Shares.
According to the Articles of Association, (i) with regard to the resolutions 1, 2(a)(i), 2(a)(ii), 2(b), 3, 4 and 5, each Class A Ordinary Share shall entitle its holder to one vote and each Class B Ordinary Share shall entitle its holder to ten votes on a poll at the AGM; (ii) with regard to the resolutions 2(a)(iii) and 6, each Class A Ordinary Share and each Class B Ordinary Share shall entitle its holder to one vote on a poll at the AGM.
1
In accordance with the provisions of the Listing Rules, voting on the resolutions at the AGM was conducted by way of poll. The voting results in respect of the resolutions proposed at the AGM are set out as follows:
|
ORDINARY RESOLUTIONS |
NUMBER OF VOTES CAST AND PERCENTAGE (%) | TOTAL NUMBER OF VOTING SHARES | TOTAL NUMBER OF VOTES CAST | ||||
| FOR | AGAINST | ABSTAIN1 | |||||
| 1. | To receive, consider, and adopt the audited consolidated financial statements of the Company as of and for the year ended December 31, 2022 and the reports of the directors of the Company and auditor thereon. | Class A ordinary shares |
126,342,181 (99.999174%) |
1,044 (0.000826%) |
9,869 | 126,343,225 | 126,343,225 |
| Class B ordinary shares |
188,462,860 (100.000000%) |
0 (0.000000%) |
0 | 18,846,286 | 188,462,860 | ||
| TOTAL NUMBER (CLASS A & CLASS B) |
314,805,041 (99.999668%) |
1,044 (0.000332%) |
9,869 | 145,189,511 | 314,806,085 | ||
| The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. | |||||||
| 2(a)(i) | To re-elect Mr. Henry Dachuan Sha as an executive director. | Class A ordinary shares |
124,200,428 (98.303200%) |
2,143,809 (1.696800%) |
8,857 | 126,344,237 | 126,344,237 |
| Class B ordinary shares |
188,462,860 (100.000000%) |
0 (0.000000%) |
0 | 18,846,286 | 188,462,860 | ||
| TOTAL NUMBER (CLASS A & CLASS B) |
312,663,288 (99.319009%) |
2,143,809 (0.680991%) |
8,857 | 145,190,523 | 314,807,097 | ||
| The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. | |||||||
| 2(a)(ii) | To re-elect Mr. Bing Yu as a non-executive director. | Class A ordinary shares |
124,179,085 (98.288237%) |
2,162,672 (1.711763%) |
11,337 | 126,341,757 | 126,341,757 |
| Class B ordinary shares |
188,462,860 (100.000000%) |
0 (0.000000%) |
0 | 18,846,286 | 188,462,860 | ||
| TOTAL NUMBER (CLASS A & CLASS B) |
312,641,945 (99.313011%) |
2,162,672 (0.686989%) |
11,337 | 145,188,043 | 314,804,617 | ||
| The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. | |||||||
| 1 | According to the Companies Act (As Revised) of the Cayman Islands and the Articles of Association, the Shares in abstention do not need to be calculated as votes. |
2
ORDINARY RESOLUTIONS |
NUMBER OF VOTES CAST AND PERCENTAGE (%) | TOTAL NUMBER OF VOTING SHARES | TOTAL NUMBER OF VOTES CAST | ||||
| FOR | AGAINST | ABSTAIN1 | |||||
| 2(a)(iii) | To re-elect Mr. Hanhui Sam Sun as an independent non-executive director. | Class A ordinary shares | 124,077,579 (98.207899%) |
2,264,172 (1.792101%) |
11,343 | 126,341,751 | 126,341,751 |
| Class B ordinary shares | 18,846,286 (100.000000%) |
0 (0.000000%) |
0 | 18,846,286 | 18,846,286 | ||
| TOTAL NUMBER (CLASS A & CLASS B) | 142,923,865 (98.440524%) |
2,264,172 (1.559476%) |
11,343 | 145,188,037 | 145,188,037 | ||
| The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. | |||||||
| 2(b) | To authorize the board of directors of the Company to fix the remuneration of directors. | Class A ordinary shares | 126,314,006 (99.978192%) |
27,553 (0.021808%) |
11,535 | 126,341,559 | 126,341,559 |
| Class B ordinary shares | 188,462,860 (100.000000%) |
0 (0.000000%) |
0 | 18,846,286 | 188,462,860 | ||
| TOTAL NUMBER (CLASS A & CLASS B) | 314,776,866 (99.991248%) |
27,553 (0.008752%) |
11,535 | 145,187,845 | 314,804,419 | ||
| The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. | |||||||
| 3. | To grant a general mandate to the directors to issue, allot, and deal with additional Class A ordinary shares of the Company not exceeding 20% of the total number of issued and outstanding shares of the Company as of the date of passing of this resolution. | Class A ordinary shares | 110,654,086 (87.581129%) |
15,690,581 (12.418871%) |
8,427 | 126,344,667 | 126,344,667 |
| Class B ordinary shares | 188,462,860 (100.000000%) |
0 (0.000000%) |
0 | 18,846,286 | 188,462,860 | ||
| TOTAL NUMBER (CLASS A & CLASS B) | 299,116,946 (95.015818%) |
15,690,581 (4.984182%) |
8,427 | 145,190,953 | 314,807,527 | ||
| The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. | |||||||
3
ORDINARY RESOLUTIONS |
NUMBER OF VOTES CAST AND PERCENTAGE (%) | TOTAL NUMBER OF VOTING SHARES | TOTAL NUMBER OF VOTES CAST | ||||
| FOR | AGAINST | ABSTAIN1 | |||||
| 4. | To grant a general mandate to the directors to repurchase shares and/or ADSs of the Company not exceeding 10% of the total number of issued and outstanding shares of the Company as of the date of passing of this resolution. | Class A ordinary shares | 126,340,211 (99.998478%) |
1,923 (0.001522%) |
10,960 | 126,342,134 | 126,342,134 |
| Class B ordinary shares | 188,462,860 (100.000000%) |
0 (0.000000%) |
0 | 18,846,286 | 188,462,860 | ||
| TOTAL NUMBER (CLASS A & CLASS B) | 314,803,071 (99.999389%) |
1,923 (0.000611%) |
10,960 | 145,188,420 | 314,804,994 | ||
| The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. | |||||||
| 5. | To extend the general mandate granted to the directors to issue, allot, and deal with additional shares in the capital of the Company by the aggregate number of the shares and/or shares underlying the ADSs repurchased by the Company. | Class A ordinary shares | 110,829,946 (87.723918%) |
15,509,539 (12.276082%) |
13,609 | 126,339,485 | 126,339,485 |
| Class B ordinary shares | 188,462,860 (100.000000%) |
0 (0.000000%) |
0 | 18,846,286 | 188,462,860 | ||
| TOTAL NUMBER (CLASS A & CLASS B) | 299,292,806 (95.073245%) |
15,509,539 (4.926755%) |
13,609 | 145,185,771 | 314,802,345 | ||
| The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. | |||||||
| 6. | To re-appoint PricewaterhouseCoopers as auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorize the board of directors of the Company to fix their remuneration for the year ending December 31, 2023. | Class A ordinary shares | 126,340,335 (99.998559%) |
1,821 (0.001441%) |
10,938 | 126,342,156 | 126,342,156 |
| Class B ordinary shares | 18,846,286 (100.000000%) |
0 (0.000000%) |
0 | 18,846,286 | 18,846,286 | ||
| TOTAL NUMBER (CLASS A & CLASS B) | 145,186,621 (99.998746%) |
1,821 (0.001254%) |
10,938 | 145,188,442 | 145,188,442 | ||
| The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof. | |||||||
4
The Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, acted as the scrutineer for the vote-taking at the AGM.
Mr. Dahai Li and Mr. Henry Dachuan Sha have attended the AGM in person whereas Mr. Yuan Zhou, Mr. Hanhui Sam Sun, Ms. Hope Ni and Mr. Derek Chen have attended the AGM through the telecommunications facilities. Mr. Zhaohui Li and Mr. Bing Yu, each a non-executive director of the Company, did not attend the AGM due to other business arrangements.
| By Order of the Board | |
| Zhihu Inc. | |
| Yuan Zhou | |
| Chairman |
Hong Kong, June 30, 2023
As of the date of this announcement, the Board comprises Mr. Yuan Zhou, Mr. Dahai Li and Mr. Henry Dachuan Sha as executive directors, Mr. Zhaohui Li and Mr. Bing Yu as non-executive directors and Mr. Hanhui Sam Sun, Ms. Hope Ni and Mr. Derek Chen as independent non-executive directors.
5