BEIJING, April 14,
2022 /PRNewswire/ -- Zhihu Inc. (NYSE: ZH)
("Zhihu" or the "Company"), the operator of Zhihu, a leading online
content community in China, today
announced the pricing of the global offering (the "Global
Offering") of 26,000,000 Class A ordinary shares of the Company
(the "Sale Shares") by certain selling shareholders, which
comprises an international offering (the "International Offering")
and a Hong Kong public offering
(the "Hong Kong Public Offering").
The final offering price for both the International Offering and
the Hong Kong Public Offering (the "Offering Price") has been set
as HK$32.06 per Sale Share. Based on
the ratio of two NYSE-listed American depositary shares ("ADSs")
per one Class A ordinary share, the Offering Price translates to
US$2.06 per ADS based on an exchange
rate of HK$7.7996 to US$1.00 as of the year end of 2021 for
illustration purposes.
In addition, certain selling shareholders have granted an
over-allotment option to the international underwriters,
exercisable by the joint global coordinators on behalf of the
international underwriters, until the 30th day after the last day
for lodging applications under the Hong Kong Public Offering, to
require these selling shareholders to sell up to an aggregate of
3,900,000 additional Sale Shares at the Offering Price.
Subject to approval from The Stock Exchange of Hong Kong Limited
(the "Hong Kong Stock Exchange"), the Class A ordinary shares of
the Company are expected to begin trading on the Main Board of the
Hong Kong Stock Exchange on or about Friday,
April 22, 2022 under the stock code "2390." The Global
Offering is expected to close on the same day, subject to customary
closing conditions.
The entire shares of the Global Offering are comprised of Sale
Shares to be sold by certain selling shareholders, with gross
proceeds of HK$833.6 million assuming
the over-allotment option is not exercised. The Company will not
receive any of the net proceeds from the Global Offering. The
selling shareholders will receive all the net proceeds of the
Global Offering.
Credit Suisse (Hong Kong)
Limited, J.P. Morgan Securities (Far East) Limited, China
International Capital Corporation Hong Kong Securities Limited, and
CMB International Capital Limited are the joint sponsors for the
proposed Global Offering. Credit Suisse (Hong Kong) Limited, J.P. Morgan Securities
(Asia Pacific) Limited, China
International Capital Corporation Hong Kong Securities Limited, and
CMB International Capital Limited are the joint global coordinators
for the proposed Global Offering. Credit Suisse (Hong Kong) Limited, J.P. Morgan Securities
(Asia Pacific) Limited, J.P.
Morgan Securities LLC (in relation to the International Offering
only), China International Capital Corporation Hong Kong Securities
Limited, CMB International Capital Limited, CCB International
Capital Limited, and Haitong International Securities Company
Limited are the joint bookrunners and joint lead managers for the
proposed Global Offering.
The International Offering is being made only by means of a
prospectus supplement and the accompanying prospectus. The
accompanying prospectus is included in an automatic shelf
registration statement on Form F-3 filed with the U.S. Securities
and Exchange Commission (the "SEC") on April
8, 2022, which automatically became effective upon filing.
The automatic shelf registration statement on Form F-3 and the
preliminary prospectus supplement dated April 8, 2022 are available on the SEC's website
at http://www.sec.gov. The final prospectus supplement
will be filed with the SEC and will be available on the SEC's
website at http://www.sec.gov. When available, copies of the
final prospectus supplement and the accompanying prospectus
relating to the offering may also be obtained from Credit Suisse
(Hong Kong) Limited, Level 88,
International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong, Attention: Prospectus
Department, by email at newyork.prospectus@credit-suisse.com, J.P.
Morgan Securities LLC, Attention: Broadridge Financial Solutions,
1155 Long Island Avenue, Edgewood,
NY 11717, by telephone at +1 (866) 803-9204 or by email at
prospectus-eq_fi@jpmchase.com, China International Capital
Corporation Hong Kong Securities Limited, 29/F, One International
Finance Centre, 1 Harbour View Street, Central, Hong Kong, Attention: Project Viking, by
telephone at +852 2872-2000 or by email at ib_viking@cicc.com.cn,
CMB International Capital Limited, 45/F Champion Tower, 3 Garden
Road, Central, Hong Kong,
Attention: CMBI, by telephone at +852 3900-0888 or by email at
ProjectViking@cmbi.com.hk.
This press release shall not constitute an offer to sell or the
solicitation of an offer or an invitation to buy any securities,
nor shall there be any offer or sale of these securities in any
state or other jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or other jurisdiction.
This press release does not constitute a prospectus (including as
defined under the laws of Hong
Kong) and potential investors should read the prospectus of
the Company for detailed information about the Company and the
offering, before deciding whether or not to invest in the Company.
This press release has not been reviewed or approved by Hong Kong
Stock Exchange or the Securities and Futures Commission of
Hong Kong.
The price of the Sale Shares of the Company may be stabilized in
accordance with the Securities and Futures (Price Stabilizing)
Rules (Chapter 571W of the Laws of Hong
Kong). The details of the intended stabilization and how it
will be regulated under the Securities and Futures Ordinance
(Chapter 571 of the Laws of Hong
Kong) have been contained in the Hong Kong prospectus of the Company dated
April 11, 2022.
About Zhihu Inc.
Zhihu Inc. (NYSE: ZH) is the operator of Zhihu, a leading online
content community in China,
dedicated to empowering people to share knowledge, experience, and
insights, and to find their own answers. Zhihu fosters a vibrant
online community where users contribute and engage while respecting
diversity and valuing constructiveness by promoting a culture of
sincerity, expertise, and respect developed through years of
cultivation. Zhihu is China's
largest Q&A-inspired online community and one of the top five
Chinese comprehensive online content communities, both in terms of
average mobile monthly average users and revenue in 2021. For more
information, please visit https://ir.zhihu.com.
Safe Harbor Statement
This press release contains forward-looking statements. These
statements are made under the "safe harbor" provisions of the U.S.
Private Securities Litigation Reform Act of 1995. Statements that
are not historical facts, including statements about the Company's
beliefs and expectations, are forward-looking statements.
Forward-looking statements involve inherent risks and
uncertainties, and a number of factors could cause actual results
to differ materially from those contained in any forward-looking
statement. In some cases, forward-looking statements can be
identified by words or phrases such as "may," "will," "expect,"
"anticipate," "target," "aim," "estimate," "intend," "plan,"
"believe," "future," "potential," "continue," "is/are likely to,"
or other similar expressions. Further information regarding these
and other risks, uncertainties, or factors is included in the
Company's filings with the SEC. All information provided in this
press release is as of the date of this press release and is based
on assumptions that the Company believes to be reasonable as of
this date, and the Company does not undertake any duty to update
such information, except as required under applicable law.
For investor and media inquiries, please contact:
In China:
Zhihu Inc.
Email: ir@zhihu.com
The Piacente Group, Inc.
Helen Wu
Tel: +86 (10) 6508-0677
Email: zhihu@tpg-ir.com
In the United States:
The Piacente Group, Inc.
Brandi Piacente
Tel: +1 (212) 481-2050
Email: zhihu@tpg-ir.com
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SOURCE Zhihu Inc.