Zhihu Inc 6-K, filed May 17, 2022
Zhihu Inc. (ZH)
About this 6-K
Zhihu Inc filed this 6-K on May 17, 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 May 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
|
Exhibit No. |
Description | |
| 99.1 | Press Release—Zhihu Inc. Announces Board Changes | |
| 99.2 | Announcement—Change of Non-Executive Directors |
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: May 17, 2022
Exhibit 99.1
Zhihu Inc. Announces Board Changes
BEIJING, China, May 16, 2022 — Zhihu Inc. (NYSE: ZH; HKEX: 2390) (“Zhihu” or the “Company”), the operator of Zhihu, a leading online content community in China, today announced the appointment of Mr. Dingjia Chen as a director of the Company. In addition, Mr. Jiatong Peng has tendered his resignation as a director of the Company, due to his other business engagements which require more of his dedication. These changes are effective on May 16, 2022.
Mr. Dingjia Chen has served as the chief technology officer of Kuaishou Technology (HKEX: 1024) since November 2015, primarily responsible for its technology development, product testing, operation maintenance, and certain new businesses. Before joining Kuaishou, Mr. Chen worked at Tencent Technology (Shenzhen) Co., Ltd. from July 2005 to January 2015, and Guangzhou Tencent Technology Co., Ltd. from February 2015 to October 2015, where he served various roles including group leader, chief leader, and assistant general manager. Mr. Chen received his bachelor’s degree in computer software from the School of Software, Tsinghua University in July 2005.
“We are pleased to welcome Mr. Dingjia Chen to our board,” said Mr. Yuan Zhou, chairman of the board and chief executive officer of the Company. “Mr. Chen’s expertise in business and technology will significantly contribute to our corporate and technology development. We look forward to working with Mr. Chen going forward. Meanwhile, on behalf of the board, I would like to thank Mr. Jiatong Peng for his contribution to our company during his tenure and wish him all the best in his future endeavors.”
About Zhihu Inc.
Zhihu Inc. (NYSE: ZH) is the operator of Zhihu, a leading online content community in China, dedicated to empowering people to share knowledge, experience, and insights, and to find their own answers. Zhihu fosters a vibrant online community where users contribute and engage while respecting diversity and valuing constructiveness by promoting a culture of sincerity, expertise, and respect developed through years of cultivation. Zhihu is China’s largest Q&A-inspired online community and one of the top five Chinese comprehensive online content communities, both in terms of average mobile monthly average users and revenue in 2021. 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,” “future,” “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. All information provided in this press release is as of the date of this press release and is based on assumptions that the Company believes to be reasonable as of this date, 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
The Piacente Group, Inc.
Helen Wu
Tel: +86 (10) 6508-0677
Email: zhihu@tpg-ir.com
In the United States:
The Piacente Group, Inc.
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)
(Stock Code: 2390)
CHANGE OF NON-EXECUTIVE DIRECTORS
The Board announces that:
| 1. | Mr. Jiatong Peng has resigned as a non-executive director with effect from May 16, 2022; and |
| 2. | Mr. Dingjia Chen has been appointed as a non-executive director with effect from May 16, 2022. |
RESIGNATION OF NON-EXECUTIVE DIRECTOR
The board of directors (the “Board”) of Zhihu Inc. (the “Company,” and together with its subsidiaries and consolidated affiliated entities, the “Group”) announces that Mr. Jiatong Peng (“Mr. Peng”) has tendered his resignation as a non-executive Director of the Company with effect from May 16, 2022 due to his other business engagements which require more of his dedication.
Mr. Peng has confirmed that he has no disagreement with the Board and there is no matter in respect of his resignation that needs to be brought to the attention of the shareholders of the Company or The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).
The Board would like to take this opportunity to express its gratitude to Mr. Peng for his valuable contribution to the Company during his tenure of office.
APPOINTMENT OF NON-EXECUTIVE DIRECTOR
The Board is pleased to announce that Mr. Dingjia Chen (“Mr. Chen”) has been appointed as a non-executive director of the Company with effect from May 16, 2022.
The biographical details of Mr. Chen are set out below:
Mr. Dingjia Chen, aged 40, is a non-executive director of the Company. Mr. Chen has served as the chief technology officer at Kuaishou Technology (HKEX: 1024) since November 2015, primarily responsible for technology development, product testing, operation maintenance, and certain new businesses of the Kuaishou group. Before joining the Kuaishou group, Mr. Chen worked at Tencent Technology (Shenzhen) Co., Ltd. from July 2005 to January 2015 and Guangzhou Tencent Technology Co., Ltd. from February 2015 to October 2015, where he served various roles including group leader, chief leader, and assistant general manager. Mr. Chen received his bachelor’s degree in computer software from the School of Software, Tsinghua University in Beijing, China in July 2005.
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Mr. Chen has entered into a director agreement with the Company for a term of three years commencing from May 16, 2022, subject to (i) retirement from office and re-election at the next annual general meeting of the Company and (ii) retirement by rotation and re-election at least once every three years, in accordance with the articles of association of the Company and the corporate governance code as set out in Appendix 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). According to the terms of the said director agreement, Mr. Chen is not entitled to any director’s emoluments as a non-executive director.
Save as disclosed above, as at the date of this announcement, Mr. Chen has confirmed that he does not hold (i) any other position with the Company or other members of the Group; (ii) any directorship in any other public companies with securities of which are listed on any securities market in Hong Kong or overseas in the last three years; or (iii) any other major appointments and professional qualifications.
Save as disclosed above, as at the date of this announcement, Mr. Chen has confirmed that he does not have any relationship with any director, senior management or substantial shareholder or controlling shareholder of the Company, or any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
Save as disclosed above, there is no other information that is required to be disclosed pursuant to any of the requirements under paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders or the Stock Exchange relating to Mr. Chen’s appointment.
The Board would like to express its warmest welcome to Mr. Chen on his appointment.
| By order of the Board | |
| Zhihu Inc. | |
| Yuan Zhou | |
| Chairman |
Hong Kong, May 17, 2022
As of the date of this announcement, the Board comprises Mr. Yuan Zhou, Mr. Dahai Li, and Mr. Wei Sun as executive directors, Mr. Zhaohui Li and Mr. Dingjia Chen as non-executive directors, and Mr. Hanhui Sam Sun, Ms. Hope Ni, and Mr. Derek Chen as independent non-executive directors.
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