Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
October 27 2023 - 9:15AM
Edgar (US Regulatory)
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 October 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.
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Zhihu Inc. |
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By |
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/s/ Henry Dachuan Sha |
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Name |
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Henry Dachuan Sha |
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Title |
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Director and Chief Financial Officer |
Date: October 27, 2023
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.
Zhihu
Inc.
(A
company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability) (NYSE: ZH; HKEX:
2390)
GRANT
OF RESTRICTED SHARE UNITS
PURSUANT TO THE 2022 SHARE INCENTIVE PLAN
This
announcement is issued pursuant to Rules 17.06A, 17.06B and 17.06C of the Listing Rules.
On
October 27, 2023, the Company granted an aggregate of 2,699,200 RSUs to certain eligible participants pursuant to the 2022 Share Incentive
Plan, subject to acceptances of the Grantees as well as the terms and conditions of the 2022 Share Incentive Plan.
On
October 27, 2023, the Company granted an aggregate of 2,699,200 RSUs to certain eligible participants pursuant to the 2022 Share Incentive
Plan, representing the same number of Class A Ordinary Shares and approximately 0.86% of the total Shares (on
a one share one vote basis) in issue as at the date of this announcement. The grant of RSUs was made in the form of existing issued Shares.
Details
of the Grants
The
details of the RSUs granted to the Grantees are as follows:
Date of
the Grants: |
October 27, 2023 |
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Grantees: |
39 employees of the Group, who are eligible participants pursuant to
the 2022 Share Incentive Plan |
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Aggregate number of
RSUs granted: |
2,699,200 RSUs |
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Purchase price of the
RSUs granted: |
US$0.01 per Class A Ordinary Share |
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Market price of the
Class A Ordinary Shares on the date of the Grants: |
HK$15.10 per Share, for Class A Ordinary Shares traded on the Stock Exchange on October 27, 2023. |
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US$1.02 per ADS, for ADSs traded on the New York Stock Exchange on October 26, 2023 (U.S. Eastern
Time), being the trading day on the New York Stock Exchange immediately preceding the date of the Grants. |
Vesting
period: |
As permitted under the 2022 Share Incentive Plan, the RSUs
granted to each of such employees have a mixed vesting schedule with a total vesting period (i.e. the period between the date of
the Grants and the last vesting date) of 48 months, where the RSUs shall vest by several batches with certain RSUs to be vested within
12 months of the date of the Grant and the last batch to vest after 12 months of the date of the Grant. |
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Performance
target: |
The vesting of the RSUs to the Grantees is subject to the achievement
of performance targets. |
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The Company has in place a standardize performance appraisal system
to comprehensively evaluate the performance and the contribution of the Grantees based on a matrix of indicators that vary according
to the roles and responsibilities of the Grantees. In the event of a non-satisfactory rating in the annual performance review, the
portion of the RSUs to become vested in such year to the Grantee shall be void and forfeited. |
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Clawback
mechanism: |
Pursuant to the terms of the 2022 Share Incentive Plan and the RSU
award agreements, if a Grantee’s termination of service is by reason of cause set out in the 2022 Share Incentive Plan or of
misconduct events listed in the RSU award agreements, the Grantee’s right to the RSUs shall terminate concurrently with the
termination of employment and all unvested RSUs shall immediately become void. In the event of termination of employment however
occasioned, the Grantee’s right to unvested RSUs shall terminate and such RSUs shall be forfeited. |
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Arrangements for the
Group to provide financial assistance to a Grantee to facilitate the purchase of Shares in relation to such RSUs: |
None |
REASONS
FOR AND BENEFITS OF THE GRANT
The
purpose of the Grants is to (i) promote the success and enhance the value of the Company by linking the personal interests of the Grantees
to those of the Company’s Shareholders and by providing such individuals with an incentive for outstanding performance to generate
superior returns to the Company’s Shareholders, and (ii) provide flexibility to the Company in its ability to motivate, attract,
and retain the services of the Grantees upon whose judgment, interest, and special effort the successful conduct of the Company’s
operation is largely dependent.
To
the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, as at the date of this announcement,
none of the Grantees is (i) a Director, a chief executive, a substantial Shareholder, or an associate of any of them; (ii) a participant
with options and awards granted and to be granted exceeding the 1% individual limit under Rule 17.03D of the Listing Rules; or (iii)
a related entity participant or service provider with options and awards granted and to be granted exceeding 0.1% of the total issued
Shares in any 12-month period up to and including the date of the Grant. None of the Grants will be subject to approval by the Shareholders.
NUMBER
OF SHARES AVAILABLE FOR FUTURE GRANT
As
at the date of this announcement and following the above Grants, the number of Class A Ordinary Shares available for future grant of
RSUs under the 2022 Share Incentive Plan was 14,654,495, and the number of Class A Ordinary Shares available for future grant of options
under the 2022 Share Incentive Plan was 13,042,731.
The
2022 Share Incentive Plan was adopted before the amendments to Chapter 17 of the Listing Rules effective on January 1, 2023. The Company
will continue to comply with Chapter 17 (as amended) of the Listing Rules to the extent required by the transitional arrangements for
the 2022 Share Incentive Plan.
DEFINITIONS
In
this announcement, unless the context otherwise requires, the following expressions shall have the following meanings:
“2022 Share Incentive Plan” |
the share incentive plan which is a ten-year incentive plan conditionally approved and
adopted by our Company on March 30, 2022 |
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“ADS(s)” |
American Depositary Shares, every two American Depositary Shares representing
one Class A Ordinary Share |
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“Board” |
the board of Directors |
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“Class A Ordinary Share(s)” |
class A ordinary share(s) in the share capital of the Company with a par value of US$0.000125 each,
conferring a holder of a class A ordinary share one vote per Share on any resolution tabled at the Company’s general meeting |
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“Class B Ordinary Share(s)” |
class B ordinary share(s) of the share capital of the Company with a par value of US$0.000125 each,
conferring weighted voting rights in the Company such that a holder of a class B ordinary share is entitled to ten votes per Share
on any resolution tabled at the Company’s general meeting, save for resolutions with respect to any Reserved Matters, in which
case they shall be entitled to one vote per Share |
“Company” |
Zhihu Inc. (“知乎”,
formerly known as “Zhihu Technology Limited”), a company with limited liability incorporated in the Cayman Islands on
May 17, 2011 |
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“Director(s)” |
the director(s) of the Company |
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“Grants” |
the grant(s) of 2,699,200 RSUs to the Grantees pursuant to the 2022
Share Incentive Plan on October 27, 2023 |
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“Grantees” |
39 employees of the Group, who are eligible participants under the
2022 Share Incentive Plan and were granted RSUs under the 2022 Share Incentive Plan on October 27, 2023 |
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“Group” |
the Company, its subsidiaries and its consolidated affiliated entities
from time to time |
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“HK$” |
Hong Kong dollars, the lawful currency of Hong Kong |
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“Hong Kong” |
the Hong Kong Special Administrative Region of the People’s Republic
of China |
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“Listing Rules” |
the Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited |
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“Reserved Matters” |
those matters resolutions with respect to which each Share is entitled
to one vote at general meetings of the Company pursuant to the articles of association of the Company (as amended from time to time),
being: (i) any amendment to the memorandum of association or articles of association of the Company, including the variation of the
rights attached to any class of shares, (ii) the appointment, election or removal of any independent non-executive Director, (iii)
the appointment or removal of the Company’s auditors, and (iv) the voluntary liquidation or winding-up of the Company |
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“RSU(s)” |
restricted share unit(s) |
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“Share(s)” |
the Class A Ordinary Share(s) and the Class B Ordinary Share(s) in
the share capital of the Company, as the context so requires |
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“Shareholder(s)” |
holder(s) of the Share(s) |
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“Stock Exchange” |
The Stock Exchange of Hong Kong Limited |
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“subsidiary(ies)” |
has the meaning ascribed to it under the Listing Rules |
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“substantial shareholder(s)” |
has the meaning ascribed to it in the Listing Rules |
“weighted voting right” |
has the meaning ascribed to it in the Listing Rules |
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“%” |
percent |
By
Order of the Board
Zhihu Inc.
Yuan Zhou
Chairman
Hong
Kong, October 27, 2023
As
of the date of this announcement, the Board of the Company 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.
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