Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
December 21 2023 - 7:04AM
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 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 ¨
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: December 21, 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 December 21, 2023, the
Company granted an aggregate of 1,701,490 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 December 21, 2023, the
Company granted an aggregate of 1,701,490 RSUs to certain eligible participants pursuant to the 2022 Share Incentive Plan, representing
the same number of Class A Ordinary Shares and approximately 0.55% 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: |
December
21, 2023 |
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Grantees: |
7
employees of the Group, who are eligible participants pursuant to the 2022 Share Incentive Plan |
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Aggregate
number of RSUs granted: |
1,701,490
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$14.06
per Share, for Class A Ordinary Shares traded on the Stock Exchange on December 21, 2023. |
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US$0.92
per ADS, for ADSs traded on the New York Stock Exchange on December 20, 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 13,742,755, 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$0.000125 each, conferring weighted voting rights in
the Company such that a holder of a class B ordinary share is entitled to ten votes per Share on any resolution tabled at the Company’s
general meeting, save for resolutions with respect to any Reserved Matters, in which case they shall be entitled to one vote per
Share |
“Company” |
Zhihu
Inc. (“知乎”, formerly known as “Zhihu Technology Limited”), a company with limited liability
incorporated in the Cayman Islands on May 17, 2011 |
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“Director(s)” |
the
director(s) of the Company |
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“Grants” |
the
grant(s) of 1,701,490 RSUs to the Grantees pursuant to the 2022 Share Incentive Plan on December 21, 2023 |
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“Grantees” |
7
employees of the Group, who are eligible participants under the 2022 Share Incentive Plan and were granted RSUs under the 2022 Share
Incentive Plan on December 21, 2023 |
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“Group” |
the
Company, its subsidiaries and its consolidated affiliated entities from time to time |
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“HK$” |
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 under 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,
December 21, 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.
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