Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
08 Januar 2024 - 1:00PM
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 January 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
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/ Henry Dachuan Sha |
|
Name |
: |
Henry Dachuan Sha |
|
Title |
: |
Director and Chief Financial Officer |
Date: January 8, 2024
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: 03 January 2024
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) 26 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
%
%
44). Repurchase of shares (or other securities) but not
cancelled
Date of changes 26 December 2023
500,000 0.1625
%
%
45). Repurchase of shares (or other securities) but not
cancelled
Date of changes 02 January 2024
92,185 0.03
%
%
Closing balance as at (Note 8) 02 January 2024 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). 02 January 2024 92,185 On another stock exchange
New York Stock Exchange
USD 1.795 USD 1.7798 USD 164,292
Total number of securities
purchased 92,185 Total paid $ USD 164,292
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 9 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: 04 January 2024
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) 02 January 2024 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 9 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 9 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 9 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 9 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
%
%
44). Repurchase of shares (or other securities) but not
cancelled
Date of changes 26 December 2023
500,000 0.1625
%
%
45). Repurchase of shares (or other securities) but not
cancelled
Date of changes 02 January 2024
92,185 0.03
%
%
46). Repurchase of shares (or other securities) but not
cancelled
Date of changes 03 January 2024
58,399 0.019
%
% |
| FF304
Page 6 of 9 v 1.2.5
Closing balance as at (Note 8) 03 January 2024 289,573,989 |
| FF304
Page 7 of 9 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 8 of 9 v 1.2.5
11. SEHK refers to Stock Exchange of Hong Kong. |
| FF304
Page 9 of 9 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). 03 January 2024 58,399 On another stock exchange
New York Stock Exchange
USD 1.7998 USD 1.786 USD 105,013
Total number of securities
purchased 58,399 Total paid $ USD 105,013
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 99.3
| FF304
Page 1 of 9 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: 05 January 2024
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) 03 January 2024 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 9 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 9 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 9 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 9 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
%
%
44). Repurchase of shares (or other securities) but not
cancelled
Date of changes 26 December 2023
500,000 0.1625
%
%
45). Repurchase of shares (or other securities) but not
cancelled
Date of changes 02 January 2024
92,185 0.03
%
%
46). Repurchase of shares (or other securities) but not
cancelled
Date of changes 03 January 2024
58,399 0.019
%
% |
| FF304
Page 6 of 9 v 1.2.5
47). Repurchase of shares (or other securities) but not
cancelled
Date of changes 04 January 2024
278,500 0.0905 % %
Closing balance as at (Note 8) 04 January 2024 289,573,989 |
| FF304
Page 7 of 9 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 8 of 9 v 1.2.5
11. SEHK refers to Stock Exchange of Hong Kong. |
| FF304
Page 9 of 9 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). 04 January 2024 278,500 On another stock exchange
New York Stock Exchange
USD 1.7912 USD 1.7204 USD 491,441
Total number of securities
purchased 278,500 Total paid $ USD 491,441
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 99.4
| FF301
Page 1 of 8 v 1.0.2
Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in
Securities
For the month ended: 31 December 2023 Status: New Submission
To : Hong Kong Exchanges and Clearing Limited
Name of Issuer: Zhihu Inc.
Date Submitted: 05 January 2024
I. Movements in Authorised / Registered Share Capital
1. Class of shares WVR ordinary shares Type of shares A Listed on SEHK (Note 1) Yes
Stock code 02390 Description
Number of authorised/registered shares Par value Authorised/registered share capital
Balance at close of preceding month 1,550,000,000 USD 0.000125 USD 193,750
Increase / decrease (-) 0 USD
Balance at close of the month 1,550,000,000 USD 0.000125 USD 193,750
2. Class of shares WVR ordinary shares Type of shares B Listed on SEHK (Note 1) No
Stock code 02390 Description
Number of authorised/registered shares Par value Authorised/registered share capital
Balance at close of preceding month 50,000,000 USD 0.000125 USD 6,250
Increase / decrease (-) 0 USD
Balance at close of the month 50,000,000 USD 0.000125 USD 6,250
Total authorised/registered share capital at the end of the month: USD 200,000 |
| FF301
Page 2 of 8 v 1.0.2
II. Movements in Issued Shares
1. Class of shares WVR ordinary shares Type of shares A Listed on SEHK (Note 1) Yes
Stock code 02390 Description
Balance at close of preceding month 289,573,989
Increase / decrease (-) 0
Balance at close of the month 289,573,989
2. Class of shares WVR ordinary shares Type of shares B Listed on SEHK (Note 1) No
Stock code 02390 Description
Balance at close of preceding month 18,145,605
Increase / decrease (-) 0
Balance at close of the month 18,145,605
Remarks:
Opening and closing balances of Class A ordinary shares shown above are of the Class A ordinary shares issued as fully paid or credited to be fully paid. Opening and closing balances of Class
A ordinary shares that are issued and outstanding (i.e. exclusive of 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 Share Incentive Plans ("Bulk Issuance Shares")) are 286,895,577 and 287,355,642 respectively. |
| FF301
Page 3 of 8 v 1.0.2
III. Details of Movements in Issued Shares
(A). Share Options (under Share Option Schemes of the Issuer)
1. Class of shares issuable WVR ordinary shares Type of shares A Shares issuable to be listed on SEHK (Note 1) Yes
Stock code of shares issuable (if listed on SEHK) (Note 1) 02390
Particulars of share option
scheme
Number of share
options outstanding at
close of preceding
month
Movement during the month
Number of share options
outstanding at close of
the month
No. of new shares of
issuer issued during the
month pursuant thereto
(A)
No. of new shares of
issuer which may be
issued pursuant thereto
as at close of the month
The total number of
securities which may be
issued upon exercise of
all share options to be
granted under the
scheme at close of the
month
1). 2012 Plan (Share
incentive plan adopted
in June 2012 as
amended from time to
time)
2,628,732 Cancelled -175,020
Lapsed -231,124
Others -132,132
2,090,456 2,090,456 0
General Meeting approval
date (if applicable)
2). 2022 Plan (Share
incentive plan adopted
on March 30, 2022 as
amended from time to
time)
0 0 0 13,042,731
General Meeting approval
date (if applicable)
Total A (WVR ordinary shares A):
Total funds raised during the month from exercise of options: USD 0
Remarks:
1) Others: -132,132 refers to 132,132 options being exercised. The exercise of 132,132 options was settled using the Bulk Issuance Shares.
(B). Warrants to Issue Shares of the Issuer which are to be Listed Not applicable |
| FF301
Page 4 of 8 v 1.0.2
(C). Convertibles (i.e. Convertible into Issue Shares of the Issuer which are to be Listed) Not applicable
(D). Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be listed, including Options (other than Share Options Schemes)
1. Class of shares issuable WVR ordinary shares Type of shares A Shares issuable to be listed on SEHK (Note 1) Yes
Stock code of shares issuable (if listed on SEHK) (Note 1) 02390
Description
General Meeting
approval date
(if applicable)
No. of new shares of issuer issued during
the month pursuant thereto (D)
No. of new shares of issuer which may be
issued pursuant thereto as at close of the
month
1). 2012 Plan - Restricted Shares (Share incentive plan adopted in June 2012 as
amended from time to time) 0 1,151,618
2). 2022 Plan - Restricted Share Unit (Share incentive plan adopted on March 30,
2022 as amended from time to time) 0 8,267,689
Total D (WVR ordinary shares A): 0
Remarks:
As of 31 December 2023, (i) 1,151,618 shares of the issuer may be issued pursuant to the restricted shares granted under 2012 Plan; and (ii) 8,267,689 shares of the issuer may be issued
pursuant to the restricted share units granted under 2022 Plan.
2,083 restricted shares granted under 2012 Plan were vested during the month.
24,150 restricted shares granted under 2012 Plan and 1,961,150 restricted share units granted under 2022 Plan were cancelled during the month.
(E). Other Movements in Issued Share
1. Class of shares issuable
(Note 5 and 6) WVR ordinary shares Type of shares A Shares issuable to be listed on SEHK (Note 1, 5 and 6) Yes
Stock code of shares issuable (if listed on SEHK) (Note 1, 5 and 6) 02390
Type of Issue
At price (if applicable)
Currency Amount
Issue and allotment
date (Note 5 and 6)
General Meeting
approval date
(if applicable)
No. of new shares of issuer
issued during the month
pursuant thereto (E)
No. of new shares of issuer
which may be issued pursuant
thereto as at close of the
month
1). Repurchase of shares 30 June 2023 -7,996,923
Total E (WVR ordinary shares A): |
| FF301
Page 5 of 8 v 1.0.2
Remarks:
Class A: 1) Repurchases of a total of 7,996,923 Class A ordinary shares were made on 6, 9, 11, 12, 13, 16, 17, 18, 19, 20, 23, 26, 27, 30 and 31 October 2023, and 1, 2, 3, 6, 7, 8, 9, 10, 13, 14,
15, 16, 17, 20, 21, 22, 24, 27, 28, 29 and 30 November 2023, and 6, 7, 8, 11, 13, 18, 20 and 26 December 2023 in New York Stock Exchange but such shares are not yet cancelled as at 31
December 2023.
Total increase / decrease (-) in WVR ordinary shares A during the month (i.e. Total of A to E) 0 |
| FF301
Page 6 of 8 v 1.0.2
IV. Information about Hong Kong Depositary Receipt (HDR) Not applicable |
| FF301
Page 7 of 8 v 1.0.2
V. Confirmations
We hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued by the issuer during the month as set out in Part III and IV which has not been
previously disclosed in a return published under Main Board Rule 13.25A / GEM Rule 17.27A, it has been duly authorised by the board of directors of the listed issuer and, insofar as applicable:
(Note 2)
(i) all money due to the listed issuer in respect of the issue of securities has been received by it;
(ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited under "Qualifications of listing" have been fulfilled;
(iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;
(iv) all the securities of each class are in all respects identical (Note 3);
(v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has
been made with other legal requirements;
(vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue;
(vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase
consideration for all such property has been duly satisfied; and
(viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the
Registrar of Companies.
Submitted by: Lau Yee Wa
Title: Company Secretary
(Director, Secretary or other Duly Authorised Officer)
Notes
1. SEHK refers to Stock Exchange of Hong Kong.
2. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. Where the issuer has already made the relevant confirmations in a return
published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, no further confirmation is required to be made in this return. |
| FF301
Page 8 of 8 v 1.0.2
3. “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.
4. If there is insufficient space, please submit additional document.
5. In the context of repurchase of shares:
. “shares issuable to be listed on SEHK” should be construed as “shares repurchased listed on SEHK”; and
. “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares repurchased (if listed on SEHK)”; and
. “class of shares issuable” should be construed as “class of shares repurchased”; and
. “issue and allotment date” should be construed as “cancellation date”
6. In the context of redemption of shares:
. “shares issuable to be listed on SEHK” should be construed as “shares redeemed listed on SEHK”; and
. “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares redeemed (if listed on SEHK)”; and
. “class of shares issuable” should be construed as “class of shares redeemed”; and
. “issue and allotment date” should be construed as “redemption date” |
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