Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
December 27 2023 - 7:00AM
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 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 |
: |
/s/ Henry Dachuan Sha |
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Name |
: |
Henry Dachuan Sha |
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Title |
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Director and Chief Financial Officer |
Date: December 27, 2023
Exhibit 99.1
| FF304
Page 1 of 8 v 1.2.5
Next Day Disclosure Return
(Equity issuer - changes in issued share capital and/or share buybacks)
Instrument: Equity issuer Status: New Submission
Name of Issuer: Zhihu Inc.
Date Submitted: 19 December 2023
Section I must be completed by a listed issuer where there has been a change in its issued share capital which is discloseable pursuant to rule 13.25A of the Main Board Rules (the “Main Board
Listing Rules”) / rule 17.27A of the GEM Rules (the “GEM Listing Rules”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”)
Section I
1. Class of shares WVR ordinary shares Type of shares A Listed on SEHK (Note 11) Yes
Stock code (if listed) 02390 Description
Issues of shares
(Notes 6 and 7) No. of shares
Issued shares as a %
of existing number of
issued shares before
relevant share issue
(Notes 4, 6 and 7)
Issue price per share
(Notes 1 and 7)
Closing market price per
share of the immediately
preceding business day
(Note 5)
% discount(-)/
premium of issue
price to market price
(Note 7)
Opening balance as at (Note 2) 13 December 2023 289,573,989
1). Repurchase of shares (or other securities) but not
cancelled
Date of changes 06 October 2023
78,648 0.0251 % %
2). Repurchase of shares (or other securities) but not
cancelled
Date of changes 09 October 2023
86,799 0.0277 % %
3). Repurchase of shares (or other securities) but not
cancelled
Date of changes 11 October 2023
2,434 0.0008 % %
4). Repurchase of shares (or other securities) but not
cancelled
Date of changes 12 October 2023
89,985 0.0287 % % |
| FF304
Page 2 of 8 v 1.2.5
5). Repurchase of shares (or other securities) but not
cancelled
Date of changes 13 October 2023
30,172 0.0096
%
%
6). Repurchase of shares (or other securities) but not
cancelled
Date of changes 16 October 2023
51,352 0.0164
%
%
7). Repurchase of shares (or other securities) but not
cancelled
Date of changes 17 October 2023
31,149 0.0099
%
%
8). Repurchase of shares (or other securities) but not
cancelled
Date of changes 18 October 2023
207,646 0.0663
%
%
9). Repurchase of shares (or other securities) but not
cancelled
Date of changes 19 October 2023
97,319 0.0311
%
%
10). Repurchase of shares (or other securities) but not
cancelled
Date of changes 20 October 2023
35,858 0.0115
%
%
11). Repurchase of shares (or other securities) but not
cancelled
Date of changes 23 October 2023
9,953 0.0032
%
%
12). Repurchase of shares (or other securities) but not
cancelled
Date of changes 26 October 2023
138,866 0.0444
%
%
13). Repurchase of shares (or other securities) but not
cancelled
Date of changes 27 October 2023
163,483 0.0522
%
%
14). Repurchase of shares (or other securities) but not
cancelled
Date of changes 30 October 2023
99,472 0.0318
%
%
15). Repurchase of shares (or other securities) but not
cancelled 97,897 0.0313
%
% |
| FF304
Page 3 of 8 v 1.2.5
Date of changes 31 October 2023
16). Repurchase of shares (or other securities) but not
cancelled
Date of changes 01 November 2023
110,762 0.0354
%
%
17). Repurchase of shares (or other securities) but not
cancelled
Date of changes 02 November 2023
100,504 0.0321
%
%
18). Repurchase of shares (or other securities) but not
cancelled
Date of changes 03 November 2023
48,561 0.0155
%
%
19). Repurchase of shares (or other securities) but not
cancelled
Date of changes 06 November 2023
110,508 0.0353
%
%
20). Repurchase of shares (or other securities) but not
cancelled
Date of changes 07 November 2023
66,800 0.0213
%
%
21). Repurchase of shares (or other securities) but not
cancelled
Date of changes 08 November 2023
129,970 0.0415
%
%
22). Repurchase of shares (or other securities) but not
cancelled
Date of changes 09 November 2023
28,650 0.0092
%
%
23). Repurchase of shares (or other securities) but not
cancelled
Date of changes 10 November 2023
151,478 0.0484
%
%
24). Repurchase of shares (or other securities) but not
cancelled
Date of changes 13 November 2023
242,500 0.0774
%
%
25). Repurchase of shares (or other securities) but not
cancelled
Date of changes 14 November 2023
64,800 0.0207
%
% |
| FF304
Page 4 of 8 v 1.2.5
26). Repurchase of shares (or other securities) but not
cancelled
Date of changes 15 November 2023
238,166 0.0761
%
%
27). Repurchase of shares (or other securities) but not
cancelled
Date of changes 16 November 2023
236,539 0.0755
%
%
28). Repurchase of shares (or other securities) but not
cancelled
Date of changes 17 November 2023
99,372 0.0317
%
%
29). Repurchase of shares (or other securities) but not
cancelled
Date of changes 20 November 2023
242,500 0.0788
%
%
30). Repurchase of shares (or other securities) but not
cancelled
Date of changes 21 November 2023
236,365 0.0768
%
%
31). Repurchase of shares (or other securities) but not
cancelled
Date of changes 22 November 2023
229,928 0.0747
%
%
32). Repurchase of shares (or other securities) but not
cancelled
Date of changes 24 November 2023
242,500 0.0788
%
%
33). Repurchase of shares (or other securities) but not
cancelled
Date of changes 27 November 2023
242,500 0.0788
%
%
34). Repurchase of shares (or other securities) but not
cancelled
Date of changes 28 November 2023
219,089 0.0712
%
%
35). Repurchase of shares (or other securities) but not
cancelled
Date of changes 29 November 2023
242,500 0.0788
%
%
36). Repurchase of shares (or other securities) but not
cancelled 242,500 0.0788
%
% |
| FF304
Page 5 of 8 v 1.2.5
Date of changes 30 November 2023
37). Repurchase of shares (or other securities) but not
cancelled
Date of changes 06 December 2023
350,000 0.1137 % %
38). Repurchase of shares (or other securities) but not
cancelled
Date of changes 07 December 2023
450,000 0.1462 % %
39). Repurchase of shares (or other securities) but not
cancelled
Date of changes 08 December 2023
375,192 0.1219 % %
40). Repurchase of shares (or other securities) but not
cancelled
Date of changes 11 December 2023
424,857 0.1381 % %
41). Repurchase of shares (or other securities) but not
cancelled
Date of changes 13 December 2023
436,900 0.142 % %
42). Repurchase of shares (or other securities) but not
cancelled
Date of changes 18 December 2023
450,000 0.1462 % %
Closing balance as at (Note 8) 18 December 2023 289,573,989 |
| FF304
Page 6 of 8 v 1.2.5
The above repurchases of American depository shares were conducted on the New York Stock Exchange in the U.S. time of the relevant dates of changes
Notes to Section I:
1. Where shares have been issued at more than one issue price per share, a weighted average issue price per share should be given.
2. 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.
3. Please set out all changes in issued share capital requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of issue. 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.
4. The percentage change in the number of issued shares of listed issuer is to be calculated by reference to the listed issuer's total number of shares in issue (excluding for such purpose
any shares repurchased or redeemed but not yet cancelled) as it was immediately before the earliest relevant event which has not been disclosed in a Monthly Return or Next Day
Disclosure Return.
5. Where trading in the shares of the listed issuer has been suspended, “closing market price per share of the immediately preceding business day” should be construed as “closing market
price per share of the business day on which the shares were last traded”.
6. In the context of a repurchase of shares:
■ “issues of shares” should be construed as “repurchases of shares”; and
■ “issued shares as a % of existing number of shares before relevant share issue” should be construed as “repurchased shares as a % of existing number of shares before
relevant share repurchase”.
7. In the context of a redemption of shares:
■ “issues of shares” should be construed as “redemptions of shares”;
■ “issued shares as a % of existing number of shares before relevant share issue” should be construed as “redeemed shares as a % of existing number of shares before relevant
share redemption”; and
■ “issue price per share” should be construed as “redemption price per share”.
8. The closing balance date is the date of the last relevant event being disclosed.
9. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases.
10. “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. |
| FF304
Page 7 of 8 v 1.2.5
11. SEHK refers to Stock Exchange of Hong Kong. |
| FF304
Page 8 of 8 v 1.2.5
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).
The issuer has Purchase report or additional information for issuer whose primary listing is on the Exchange
Section II
1. Class of shares WVR ordinary shares Type of shares A Listed on SEHK (Note) Yes
Stock code (if listed) 02390 Description
A. Purchase report
Trading date Number of securities
purchased
Method of purchase
(Note)
Price per share or highest price
paid $ Lowest price paid $ Total paid $
1). 18 December 2023 450,000 On another stock exchange
New York Stock Exchange
USD 1.98 USD 1.89 USD 881,550
Total number of securities
purchased 450,000 Total paid $ USD 881,550
B. Additional information for issuer whose primary listing is on the Exchange
1). Number of such securities purchased on the Exchange in the year to date (since ordinary resolution) (a)
2). % of number of shares in issue at time ordinary resolution passed acquired on the Exchange since date of resolution
( (a) x 100 )/ Number of shares in issue
%
We hereby confirm that the repurchases set out in A above which were made on the Exchange were made in accordance with the Main Board Listing Rules and that there have been no material
changes to the particulars contained in the Explanatory Statement dated 2 June 2023 which has been filed with the Exchange. We also confirm that any purchases set out in A above which
were made on another stock exchange were made in accordance with the domestic rules applying to purchases made on that other exchange.
Note to Section II: Please state whether on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer.
Submitted by: Henry Dachuan SHA
(Name)
Title: Director
(Director, Secretary or other Duly Authorised Officer) |
Exhibit 99.2
| FF304
Page 1 of 8 v 1.2.5
Next Day Disclosure Return
(Equity issuer - changes in issued share capital and/or share buybacks)
Instrument: Equity issuer Status: New Submission
Name of Issuer: Zhihu Inc.
Date Submitted: 21 December 2023
Section I must be completed by a listed issuer where there has been a change in its issued share capital which is discloseable pursuant to rule 13.25A of the Main Board Rules (the “Main Board
Listing Rules”) / rule 17.27A of the GEM Rules (the “GEM Listing Rules”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”)
Section I
1. Class of shares WVR ordinary shares Type of shares A Listed on SEHK (Note 11) Yes
Stock code (if listed) 02390 Description
Issues of shares
(Notes 6 and 7) No. of shares
Issued shares as a %
of existing number of
issued shares before
relevant share issue
(Notes 4, 6 and 7)
Issue price per share
(Notes 1 and 7)
Closing market price per
share of the immediately
preceding business day
(Note 5)
% discount(-)/
premium of issue
price to market price
(Note 7)
Opening balance as at (Note 2) 18 December 2023 289,573,989
1). Repurchase of shares (or other securities) but not
cancelled
Date of changes 06 October 2023
78,648 0.0251 % %
2). Repurchase of shares (or other securities) but not
cancelled
Date of changes 09 October 2023
86,799 0.0277 % %
3). Repurchase of shares (or other securities) but not
cancelled
Date of changes 11 October 2023
2,434 0.0008 % %
4). Repurchase of shares (or other securities) but not
cancelled
Date of changes 12 October 2023
89,985 0.0287 % % |
| FF304
Page 2 of 8 v 1.2.5
5). Repurchase of shares (or other securities) but not
cancelled
Date of changes 13 October 2023
30,172 0.0096
%
%
6). Repurchase of shares (or other securities) but not
cancelled
Date of changes 16 October 2023
51,352 0.0164
%
%
7). Repurchase of shares (or other securities) but not
cancelled
Date of changes 17 October 2023
31,149 0.0099
%
%
8). Repurchase of shares (or other securities) but not
cancelled
Date of changes 18 October 2023
207,646 0.0663
%
%
9). Repurchase of shares (or other securities) but not
cancelled
Date of changes 19 October 2023
97,319 0.0311
%
%
10). Repurchase of shares (or other securities) but not
cancelled
Date of changes 20 October 2023
35,858 0.0115
%
%
11). Repurchase of shares (or other securities) but not
cancelled
Date of changes 23 October 2023
9,953 0.0032
%
%
12). Repurchase of shares (or other securities) but not
cancelled
Date of changes 26 October 2023
138,866 0.0444
%
%
13). Repurchase of shares (or other securities) but not
cancelled
Date of changes 27 October 2023
163,483 0.0522
%
%
14). Repurchase of shares (or other securities) but not
cancelled
Date of changes 30 October 2023
99,472 0.0318
%
%
15). Repurchase of shares (or other securities) but not
cancelled 97,897 0.0313
%
% |
| FF304
Page 3 of 8 v 1.2.5
Date of changes 31 October 2023
16). Repurchase of shares (or other securities) but not
cancelled
Date of changes 01 November 2023
110,762 0.0354
%
%
17). Repurchase of shares (or other securities) but not
cancelled
Date of changes 02 November 2023
100,504 0.0321
%
%
18). Repurchase of shares (or other securities) but not
cancelled
Date of changes 03 November 2023
48,561 0.0155
%
%
19). Repurchase of shares (or other securities) but not
cancelled
Date of changes 06 November 2023
110,508 0.0353
%
%
20). Repurchase of shares (or other securities) but not
cancelled
Date of changes 07 November 2023
66,800 0.0213
%
%
21). Repurchase of shares (or other securities) but not
cancelled
Date of changes 08 November 2023
129,970 0.0415
%
%
22). Repurchase of shares (or other securities) but not
cancelled
Date of changes 09 November 2023
28,650 0.0092
%
%
23). Repurchase of shares (or other securities) but not
cancelled
Date of changes 10 November 2023
151,478 0.0484
%
%
24). Repurchase of shares (or other securities) but not
cancelled
Date of changes 13 November 2023
242,500 0.0774
%
%
25). Repurchase of shares (or other securities) but not
cancelled
Date of changes 14 November 2023
64,800 0.0207
%
% |
| FF304
Page 4 of 8 v 1.2.5
26). Repurchase of shares (or other securities) but not
cancelled
Date of changes 15 November 2023
238,166 0.0761
%
%
27). Repurchase of shares (or other securities) but not
cancelled
Date of changes 16 November 2023
236,539 0.0755
%
%
28). Repurchase of shares (or other securities) but not
cancelled
Date of changes 17 November 2023
99,372 0.0317
%
%
29). Repurchase of shares (or other securities) but not
cancelled
Date of changes 20 November 2023
242,500 0.0788
%
%
30). Repurchase of shares (or other securities) but not
cancelled
Date of changes 21 November 2023
236,365 0.0768
%
%
31). Repurchase of shares (or other securities) but not
cancelled
Date of changes 22 November 2023
229,928 0.0747
%
%
32). Repurchase of shares (or other securities) but not
cancelled
Date of changes 24 November 2023
242,500 0.0788
%
%
33). Repurchase of shares (or other securities) but not
cancelled
Date of changes 27 November 2023
242,500 0.0788
%
%
34). Repurchase of shares (or other securities) but not
cancelled
Date of changes 28 November 2023
219,089 0.0712
%
%
35). Repurchase of shares (or other securities) but not
cancelled
Date of changes 29 November 2023
242,500 0.0788
%
%
36). Repurchase of shares (or other securities) but not
cancelled 242,500 0.0788
%
% |
| FF304
Page 5 of 8 v 1.2.5
Date of changes 30 November 2023
37). Repurchase of shares (or other securities) but not
cancelled
Date of changes 06 December 2023
350,000 0.1137 % %
38). Repurchase of shares (or other securities) but not
cancelled
Date of changes 07 December 2023
450,000 0.1462 % %
39). Repurchase of shares (or other securities) but not
cancelled
Date of changes 08 December 2023
375,192 0.1219 % %
40). Repurchase of shares (or other securities) but not
cancelled
Date of changes 11 December 2023
424,857 0.1381 % %
41). Repurchase of shares (or other securities) but not
cancelled
Date of changes 13 December 2023
436,900 0.142 % %
42). Repurchase of shares (or other securities) but not
cancelled
Date of changes 18 December 2023
450,000 0.1462 % %
43). Repurchase of shares (or other securities) but not
cancelled
Date of changes 20 December 2023
262,449 0.0853 % %
Closing balance as at (Note 8) 20 December 2023 289,573,989 |
| FF304
Page 6 of 8 v 1.2.5
The above repurchases of American depository shares were conducted on the New York Stock Exchange in the U.S. time of the relevant dates of changes
Notes to Section I:
1. Where shares have been issued at more than one issue price per share, a weighted average issue price per share should be given.
2. 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.
3. Please set out all changes in issued share capital requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of issue. 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.
4. The percentage change in the number of issued shares of listed issuer is to be calculated by reference to the listed issuer's total number of shares in issue (excluding for such purpose
any shares repurchased or redeemed but not yet cancelled) as it was immediately before the earliest relevant event which has not been disclosed in a Monthly Return or Next Day
Disclosure Return.
5. Where trading in the shares of the listed issuer has been suspended, “closing market price per share of the immediately preceding business day” should be construed as “closing market
price per share of the business day on which the shares were last traded”.
6. In the context of a repurchase of shares:
■ “issues of shares” should be construed as “repurchases of shares”; and
■ “issued shares as a % of existing number of shares before relevant share issue” should be construed as “repurchased shares as a % of existing number of shares before
relevant share repurchase”.
7. In the context of a redemption of shares:
■ “issues of shares” should be construed as “redemptions of shares”;
■ “issued shares as a % of existing number of shares before relevant share issue” should be construed as “redeemed shares as a % of existing number of shares before relevant
share redemption”; and
■ “issue price per share” should be construed as “redemption price per share”.
8. The closing balance date is the date of the last relevant event being disclosed.
9. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases.
10. “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. |
| FF304
Page 7 of 8 v 1.2.5
11. SEHK refers to Stock Exchange of Hong Kong. |
| FF304
Page 8 of 8 v 1.2.5
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).
The issuer has Purchase report or additional information for issuer whose primary listing is on the Exchange
Section II
1. Class of shares WVR ordinary shares Type of shares A Listed on SEHK (Note) Yes
Stock code (if listed) 02390 Description
A. Purchase report
Trading date Number of securities
purchased
Method of purchase
(Note)
Price per share or highest price
paid $ Lowest price paid $ Total paid $
1). 20 December 2023 262,449 On another stock exchange
New York Stock Exchange
USD 1.917 USD 1.8328 USD 488,679
Total number of securities
purchased 262,449 Total paid $ USD 488,679
B. Additional information for issuer whose primary listing is on the Exchange
1). Number of such securities purchased on the Exchange in the year to date (since ordinary resolution) (a)
2). % of number of shares in issue at time ordinary resolution passed acquired on the Exchange since date of resolution
( (a) x 100 )/ Number of shares in issue
%
We hereby confirm that the repurchases set out in A above which were made on the Exchange were made in accordance with the Main Board Listing Rules and that there have been no material
changes to the particulars contained in the Explanatory Statement dated 2 June 2023 which has been filed with the Exchange. We also confirm that any purchases set out in A above which
were made on another stock exchange were made in accordance with the domestic rules applying to purchases made on that other exchange.
Note to Section II: Please state whether on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer.
Submitted by: Henry Dachuan SHA
(Name)
Title: Director
(Director, Secretary or other Duly Authorised Officer) |
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