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 November 2024

 

Commission File Number: 001-40253

 

 

 

Zhihu Inc. 

(Registrant’s Name)

 

 

 

18 Xueqing 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   Announcement—Pursuant to Rule 19.1 of the Takeovers Code
99.2   Next Day Disclosure Return Dated November 8, 2024

 

 

 

 

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/ Han Wang

  Name : Han Wang
  Title : Chief Financial Officer

 

Date: November 8, 2024

 

 

 

 

Exhibit 99.1

 

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.

 

This announcement has been prepared pursuant to, and in order to comply with, the Listing Rules and the Codes, and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company nor shall there be any sale, purchase or subscription for securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful absent the filing of a registration statement or the availability of an applicable exemption from registration or other waiver.

 

Zhihu Inc.

(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)

(NYSE: ZH; HKEX: 2390)

 

CONDITIONAL VOLUNTARY CASH OFFERS OF THE COMPANY
TO BUY BACK UP TO 46,921,448 CLASS A ORDINARY SHARES

(INCLUDING IN THE FORM OF AMERICAN DEPOSITARY SHARES)
AT A PRICE OF HK$9.11 PER CLASS A ORDINARY SHARE

(EQUIVALENT OF US$3.50 PER ADS)

 

COMPLETION OF THE OFFERS

 

Financial Adviser to the Company

 

 

Independent Financial Adviser to the Independent Board Committee

 

Altus Capital Limited

 

References are made to (i) the offer document issued by Zhihu Inc. in connection with the Non-U.S. Offer in accordance with the Codes on September 9, 2024 (the “Offer Document”), (ii) the announcement dated October 16, 2024 in relation to the poll results of the EGM (the “Poll Results Announcement”), (iii) the announcement dated October 23, 2024 in relation to an update on director’s intention, and (iv) the announcement dated October 30, 2024 in relation to the close and results of the Offers. Unless otherwise defined herein, capitalized terms used herein shall have the same meanings as those defined in the Offer Document.

 

The Company announces that completion of the Offers and cancellation of the 33,016,016 Class A Ordinary Shares (including in the form of ADSs) bought-back by the Company (“Completion”) took place on Friday, November 8, 2024. As a result, immediately after Completion, the total number of issued and outstanding Shares was reduced from 294,876,364 to 261,860,348 Shares (excluding 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 2012 Plan and the 2022 Plan).

 

1 

 

 

The following table sets forth the shareholding structure of the Company (A) immediately prior to the Completion and (B) immediately after the Completion.

 

   Immediately prior to the Completion   Immediately after the Completion 
   Number of Shares  Approximate
% of interest in
the total issued
and outstanding
Shares (on a one
share one vote
basis)
   Approximate
% of voting
rights
   Number of Shares  Approximate
% of interest in
the total issued
and outstanding
Shares (on a one
share one vote
basis)
   Approximate
% of voting
rights
 
Controlling Shareholders                          
–MO Holding Ltd (1)  19,460,912 Class A   6.6%   4.3%  21,407,800 Class A   8.2%   5.3%
   Ordinary Shares            Ordinary Shares          
   17,393,666 Class B   5.9%   38.5%  15,446,778 Class B   5.9%   38.5%
   Ordinary Shares            Ordinary Shares          
Sub-total  36,854,578 Shares   12.5%   42.8%  36,854,578 Shares   14.1%   43.9%
Director who holds Shares                          
–Mr. Dahai Li (2)  2,878,690 Class A   1.0%   0.6%  1,772,492 Class A   0.7%   0.4%
   Ordinary Shares            Ordinary Shares          
–Mr. Hanhui Sam Sun (3)  7,500 Class A   0.0%   0.0%  7,500 Class A   0.0%   0.0%
   Ordinary Shares            Ordinary Shares          
–Ms. Hope Ni (3)  7,500 Class A   0.0%   0.0%  7,500 Class A   0.0%   0.0%
   Ordinary Shares            Ordinary Shares          
–Mr. Derek Chen (3)  5,000 Class A   0.0%   0.0%  5,000 Class A   0.0%   0.0%
   Ordinary Shares            Ordinary Shares          
Parties acting in concert with the Company                          
– Deutsche Bank Concert Group (4)                    
Other Shareholders                          
Trustee of the 2022 Plan (5)  10,109,451 Class A   3.4%   2.2%  10,109,451 Class A   3.9%   2.5%
   Ordinary Shares            Ordinary Shares          
SAIF Shareholder (6)  12,028,878 Class A   4.1%   2.7%  9,028,878 Class A   3.4%   2.3%
   Ordinary Shares            Ordinary Shares          
Innovation Works Shareholders (6)  11,889,945 Class A   4.0%   2.6%  2,889,945 Class A   1.1%   0.7%
   Ordinary Shares            Ordinary Shares          
Qiming Shareholders (6)  10,201,891 Class A   3.5%   2.3%  4,309,897 Class A   1.6%   1.1%
   Ordinary Shares            Ordinary Shares          
Other shareholders  210,892,931 Class A   71.5%   46.7%  196,875,107 Class A   75.2%   49.1%
   Ordinary Shares            Ordinary Shares          
Total  294,876,364   100.0%   100.0%  261,860,348   100.0%   100.0%
   Shares            Shares          

 

2 

 

 

Notes:

 

(1)MO Holding Ltd is a company incorporated in the British Virgin Islands. As of the date of this announcement, more than 99% of the interest of MO Holding Ltd is held by South Ridge Global Limited, which is in turn wholly-owned by a trust that was established by Mr. Zhou (as the settlor) for the benefit of Mr. Zhou and his family. The remaining interest of MO Holding Ltd is held by Zhihu Holdings Inc., which is wholly-owned by Mr. Zhou. Upon the Completion, Mr. Zhou, the WVR Beneficiary, has simultaneously reduced his WVR in the Company by way of converting the Class B Ordinary Shares held by MO Holding Ltd into Class A Ordinary Shares on a one to one ratio pursuant to the Listing Rules, such that the proportion of shares carrying WVR of the Company was not increased.

 

(2)This represents, immediately prior to the Completion, (i) 1,673,042 Class A Ordinary Shares held by Ocean Alpha Investment Limited, (ii) 1,106,198 Class A Ordinary Shares held by SEA & SANDRA Global Limited, and (iii) 99,450 Class A Ordinary Shares representing the ADSs held by Mr. Dahai Li. Upon the Completion, this represents (i) 1,673,042 Class A Ordinary Shares held by Ocean Alpha Investment Limited, and (ii) 99,450 Class A Ordinary Shares representing the ADSs held by Mr. Dahai Li.

 

The entire interest in Ocean Alpha Investment Limited is held by a trust that was established by Mr. Dahai Li for the benefit of him and his family. SEA & SANDRA Global Limited is wholly-owned by Mr. Dahai Li. Mr. Dahai Li is therefore deemed to be interested in the Shares held by Ocean Alpha Investment Limited and SEA & SANDRA Global Limited.

 

(3)The relevant Directors are entitled to receive 10,000 restricted shares (the underlying Shares of which are Class A Ordinary Shares) pursuant to their respective director agreements with the Company. As of the date of this announcement, 75%, 75%, and 50% of the relevant restricted shares have become vested to Mr. Hanhui Sam Sun, Ms. Hope Ni, and Mr. Derek Chen, respectively.

 

(4)Deutsche Bank has been appointed as the financial adviser to the Company in respect of the Offers. Accordingly, members of the Deutsche Bank Concert Group are presumed to be acting in concert with the Company in accordance with class 5 of the definition of “acting in concert” under the Takeovers Code.

 

As of the date of this announcement, members of the Deutsche Bank group do not legally or beneficially own, control, or have direction over any Class A Ordinary Shares or ADSs (except in respect of Class A Ordinary Shares or ADSs held by exempt principal traders or exempt fund managers or Class A Ordinary Shares or ADSs held on behalf of non-discretionary investment clients of other parts of the Deutsche Bank group).

 

(5)This represents the Class A Ordinary Shares, which were purchased at the cost of the Company, held by the trustee of the 2022 Plan on trust for participants under the 2022 Plan to satisfy the future exercise or vesting of awards granted under the 2022 Plan.

 

(6)Pursuant to the Irrevocable Undertakings, SAIF Shareholder, Innovation Works Shareholders, and Qiming Shareholders have irrevocably undertaken to the Company to tender 3,000,000, 9,000,000, and 5,891,994 Class A Ordinary Shares (including in the form of ADSs) for acceptance of the Offers, respectively.

 

(7)The calculation is based on a total number of 277,482,698 Class A Ordinary Shares and 17,393,666 Class B Ordinary Shares issued and outstanding as of the date of this announcement (excluding 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 2012 Plan and the 2022 Plan). In addition, percentage may not add up to 100% due to rounding.

 

3 

 

 

A remittance for the total amount due to an Accepting Shareholder (through the Registrar and subject to deduction of the seller’s ad valorem stamp duty due on the buy-back of the Class A Ordinary Shares from the amount payable in cash) or an Accepting ADS holder (through the Paying Agent and subject to deduction of the ADS cancellation fees) under the Offers has been sent on Friday, November 8, 2024.

 

  By Order of the Board
  Zhihu Inc.
  Yuan Zhou
  Chairman

 

Hong Kong, November 8, 2024

 

As of the date of this announcement, the board of Directors comprises Mr. Yuan Zhou as an executive Director, Mr. Dahai Li, 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.

 

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

 

4 

 

Exhibit 99.2

GRAPHIC

FF305 Page 1 of 6 v 1.3.0 Next Day Disclosure Return (Equity issuer - changes in issued shares or treasury shares, share buybacks and/or on-market sales of treasury shares) Instrument: Equity issuer Status: New Submission Name of Issuer: Zhihu Inc. Date Submitted: 08 November 2024 Section I must be completed by a listed issuer where there has been a change in its issued shares or treasury shares which is discloseable pursuant to rule 13.25A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”) (the “Main Board Rules”) or rule 17.27A of the Rules Governing the Listing of Securities on GEM of the Exchange (the “GEM Rules”). Section I 1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange Yes Stock code (if listed) 02390 Description A. Changes in issued shares or treasury shares Events Changes in issued shares (excluding treasury shares) Number of issued shares (excluding treasury shares) As a % of existing number of issued shares (excluding treasury shares) before the relevant event (Note 3) Changes in treasury shares Number of treasury shares Issue/ selling price per share (Note 4) Total number of issued shares Opening balance as at (Note 1) 31 October 2024 277,574,285 0 277,574,285 1). Repurchase of shares (shares repurchased and cancelled) Shares bought-back and cancelled on 8 November 2024 Date of changes 08 November 2024 -33,016,016 11.1931 % HKD 9.11

GRAPHIC

FF305 Page 2 of 6 v 1.3.0 2). Other (please specify) Conversion of Class B ordinary shares to Class A ordinary shares Date of changes 08 November 2024 1,946,888 % Closing balance as at (Notes 5 and 6) 08 November 2024 246,505,157 0 246,505,157 B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6) Not applicable 2. Class of shares WVR ordinary shares Type of shares B Listed on the Exchange No Stock code (if listed) 02390 Description A. Changes in issued shares or treasury shares Events Changes in issued shares (excluding treasury shares) Number of issued shares (excluding treasury shares) As a % of existing number of issued shares (excluding treasury shares) before the relevant event (Note 3) Changes in treasury shares Number of treasury shares Issue/ selling price per share (Note 4) Total number of issued shares Opening balance as at (Note 1) 31 October 2024 17,393,666 0 17,393,666 1). Other (please specify) Conversion of Class B ordinary shares to Class A ordinary shares Date of changes 08 November 2024 -1,946,888 % Closing balance as at (Notes 5 and 6) 08 November 2024 15,446,778 0 15,446,778 B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6) Not applicable Remarks: The percentage as stated in the above "Changes in issued shares (excluding treasury shares) as a % of existing number of issued shares (excluding treasury shares) before the relevant event" column was calculated based on the Company's issued shares of 294,967,951 (comprising 277,574,285 Class A ordinary shares and 17,393,666 Class B ordinary shares).

GRAPHIC

FF305 Page 3 of 6 v 1.3.0 Confirmation Pursuant to Main Board Rule 13.25C / GEM Rule 17.27C, we hereby confirm to the best knowledge, information and belief that, in relation to each issue of shares or sale or transfer of treasury shares as set out in Section I, it has been duly authorised by the board of directors of the listed issuer and carried out in compliance with all applicable listing rules, laws and other regulatory requirements and, insofar as applicable: (Note 7) (i) all money due to the listed issuer in respect of the issue of shares, or sale or transfer of treasury shares has been received by it; (ii) all pre-conditions for the listing imposed by the Main Board Rules / GEM Rules 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 8); (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 all 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, sale or transfer; (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. Notes to Section I: 1. 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. 2. Please set out all changes in issued shares or treasury shares requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of changes. 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. 3. The percentage change in the number of issued shares (excluding treasury shares) of the listed issuer is to be calculated by reference to the opening balance of the number of issued shares (excluding treasury shares) being disclosed in this Next Day Disclosure Return.

GRAPHIC

FF305 Page 4 of 6 v 1.3.0 4. In the case of a share repurchase or redemption, the “issue/ selling price per share” shall be construed as “repurchase price per share” or “redemption price per share”. Where shares have been issued/ sold/ repurchased/ redeemed at more than one price per share, a volume-weighted average price per share should be given. 5. The closing balance date is the date of the last relevant event being disclosed. 6. For repurchase or redemption of shares, disclosure is required when the relevant event has occurred (subject to the provisions of Main Board Rules 10.06(4)(a), 13.25A and 13.31 / GEM Rules 13.13(1), 17.27A and 17.35), even if the repurchased or redeemed shares have not yet been cancelled. If repurchased or redeemed shares are to be cancelled upon settlement of such repurchase or redemption after the closing balance date, they shall remain part of the issued shares as at the closing balance date in Part A. Details of these repurchased or redeemed shares shall be disclosed in Part B. 7. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases. 8. “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.

GRAPHIC

FF305 Page 5 of 6 v 1.3.0 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). Repurchase report Not applicable

GRAPHIC

FF305 Page 6 of 6 v 1.3.0 Section III must also be completed by a listed issuer where it has made a sale of treasury shares on the Exchange or any other stock exchange on which the issuer is listed which is discloseable under Main Board Rule 10.06B / GEM Rule 13.14B. Report of on-market sale of treasury shares Not applicable Submitted by: Han Wang (Name) Title: Chief Financial Officer (Director, Secretary or other Duly Authorised Officer)


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