ZH Zhihu Inc

 

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 August 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 3.8 of the Takeovers  Code

 

 

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: August 27, 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)

 

ANNOUNCEMENT

PURSUANT TO RULE 3.8 OF THE TAKEOVERS CODE

 

This announcement is made by Zhihu Inc. (the “Company”) pursuant to Rule 3.8 of The Hong Kong Code on Takeovers and Mergers.

 

Reference is made to (i) the announcement of the Company dated July 19, 2024 in relation to, among other things, the Offer (the “3.5 Announcement”); and (ii) the announcements of the Company pursuant to Rule 3.8 of the Takeovers Code published on July 23, 2024, August 1, 2024 and August 6, 2024. Unless otherwise defined herein, capitalized terms used herein shall have the same meanings as those defined in the 3.5 Announcement.

 

UPDATE ON THE NUMBER OF RELEVANT SECURITIES OF THE COMPANY

 

The Board wishes to announce that on August 26, 2024, 510 options granted under the 2012 Plan have been cancelled pursuant to the 2012 Plan, 1,797 options granted under the 2012 Plan have been lapsed pursuant to the 2012 Plan, 7,248 restricted shares granted under the 2012 Plan have been cancelled pursuant to the 2012 Plan, and 1,200 restricted share units granted under the 2022 Plan have been cancelled pursuant to the 2022 Plan. In addition, on August 26, 2024, 1,956 Bulk Issuance Shares (as defined below) in the form of ADSs were used to settle the exercise or vesting of awards granted under the 2012 Plan and the 2022 Plan.

 

Details of all classes of relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) issued by the Company and the numbers of such securities in issue as of the date of this announcement are as follows:

 

(i)

a total of 294,641,758 Shares issued and outstanding, which comprised 277,248,092 Class A Ordinary Shares and 17,393,666 Class B Ordinary Shares issued and outstanding. This total number of issued and outstanding Shares excludes 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 (“Bulk Issuance Shares”), which amounted to 326,193 Class A Ordinary Shares;

 

(ii)

a total of 1,767,442 outstanding options entitling the holders to acquire an aggregate of 1,767,442 Class A Ordinary Shares under the 2012 Plan;

 

 

(iii)

a total of 241,842 outstanding restricted shares entitling the holders to acquire an aggregate of 241,842 Class A Ordinary Shares under the 2012 Plan; and

 

(iv)

a total of 16,826,954 outstanding restricted share units entitling the holders to acquire an aggregate of 16,826,954 Class A Ordinary Shares under the 2022 Plan.

 

As of the date of this announcement, save as disclosed above, the Company has no other outstanding options, derivatives, warrants or securities which are convertible or exchangeable into Shares and the Company has no other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code).

 

DEALING DISCLOSURE

 

The associates (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company are hereby reminded to disclose their dealings in the relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company under Rule 22 of the Takeovers Code during the Offer Period.

 

In accordance with Rule 3.8 of the Takeovers Code, reproduced below is the full text of Note 11 to Rule 22 of the Takeovers Code:

 

“Responsibilities of stockbrokers, banks and other intermediaries

 

Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates of an offeror or the offeree company and other persons under Rule 22 and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant Rules. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than $1 million.

 

This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.

 

Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation.”

 

 

WARNING: The Offer is conditional upon the satisfaction of the Condition as described in this announcement in all aspects. Accordingly, the Offer may or may not become unconditional. Shareholders, ADS holders and/or potential investors of the Company should therefore exercise caution when dealing in the securities of the Company. Persons who are in doubt as to the action they should take should consult their licensed securities dealers or registered institutions in securities, bank managers, solicitors, professional accountants or other professional advisers.

 

		By order of the board
		Zhihu Inc.
		Yuan Zhou
		Chairman
Hong Kong, August 27, 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.

 

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