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—Conditional Voluntary Cash Offer by Deutsche Bank AG, Hong Kong Branch on Behalf of the Company to Buy Back Up to 46,921,448 Class A Ordinary Shares (Including in the Form of American Depositary Shares) at a Price of HK$9.11 per Class A Ordinary Share (Equivalent of US$3.50 per ADS) and Extension of Time for Dispatch of Offer Document
99.2		Announcement—Date of Board Meeting

 

 

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 9, 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)

 

CONDITIONAL VOLUNTARY CASH OFFER BY DEUTSCHE BANK AG,
HONG KONG BRANCH ON BEHALF OF THE COMPANY TO BUY BACK
UP TO 46,921,448 CLASS A ORDINARY SHARES (INCLUDING IN THE
FORM OF AMERICAN DEPOSITARY SHARES) AT A PRICE OF HK$9.11
PER CLASS A ORDINARY SHARE (EQUIVALENT OF US$3.50 PER ADS);
AND
EXTENSION OF TIME FOR DISPATCH OF OFFER DOCUMENT

 

Financial Adviser to the Company

 

 

 

Independent Financial Adviser to the Independent Board Committee

 

 

 

INTRODUCTION

 

Reference is made to the announcement of Zhihu Inc. (the “Company”) dated July 19, 2024 in relation to, among other things, the Offer (the “Announcement”). Unless the context requires otherwise, capitalized terms used herein shall have the same meanings as those defined in the Announcement.

 

EXTENSION OF TIME FOR DISPATCH OF OFFER DOCUMENT

 

As disclosed in the Announcement, the Offer Document containing, inter alia: (i) further details of the Offer; (ii) the expected timetable relating to the Offer; (iii) the recommendation from the Independent Board Committee with respect to the Offer; (iv) the advice of the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders; (v) a notice convening the EGM; and (vi) the Form of Acceptance, the ADS Letter of Transmittal, and information relating to the procedures required for the acceptance of the Offer, would be despatched to the Shareholders and ADS holders within 21 days from the date of the Announcement or such later date to which the Executive may consent.

 

 

As additional time is required for the Company to prepare and finalize certain information to be contained in the Offer Document, including but not limited to certain financial information to be included therein, an application has been made to the Executive for a waiver from the strict compliance with Rule 8.2 of the Takeovers Code and for consent to an extension of the latest date for the dispatch of the Offer Document to a date falling on or before September 9, 2024 and the Executive has granted its consent to such application.

 

WARNING: The Offer is subject to the Condition being satisfied in full on or before the Long Stop Date. If the ordinary resolution to approve the Offer is not passed by the Independent Shareholders, the Offer will not proceed and will lapse immediately.

 

It should be noted that dealings in the Class A Ordinary Shares and the ADSs will continue notwithstanding that the Condition may remain unfulfilled, and that persons dealing in the securities of the Company will bear the risk that the Offer may lapse.

 

Shareholders and ADS holders are advised to consider the detailed terms of the Offer and read, among other things, the letter from the Independent Board Committee and the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders to be contained in the Offer Document before deciding whether to vote for or against the ordinary resolution in respect of the Offer to be proposed at the EGM. Shareholders and ADS holders should also note that their voting decision on the ordinary resolution in respect of the Offer to be proposed at the EGM shall not affect their decision as to whether to accept the Offer or not. If Shareholders and ADS holders are in any doubt as to any aspect of the Offer or as to the action to be taken, they should seek independent professional advice.

 

	By order of the board
	Zhihu Inc.
	Yuan Zhou
	Chairman

 

Hong Kong, August 9, 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.

 

 

 

Exhibit 99.2

 

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)  

 

DATE OF BOARD MEETING

 

The board of directors (the “Board”) of Zhihu Inc. (together with its subsidiaries, the “Company”) hereby announces that a meeting of the Board will be held on Thursday, August 22, 2024, for the purpose of considering and approving, inter alias, (i) the unaudited quarterly results of the Company for the three months ended June 30, 2024 and its publication, and (ii) the unaudited interim results of the Company for the six months ended June 30, 2024 and its publication.

 

The Company’s management will hold an earnings conference call on Thursday, August 22, 2024, at 8:00 P.M. U.S. Eastern Time or Friday, August 23, 2024, at 8:00 A.M. Beijing/Hong Kong Time.  

 

All participants wishing to join the conference call must pre-register online using the link provided below. Once the pre-registration has been completed, participants will receive dial-in numbers, a passcode, and a unique registrant ID which can be used to join the conference call. Participants may pre-register at any time, including up to and after the call start time.  

 

Participant Online Registration: https://dpregister.com/sreg/10191716/fd413a8bd8

 

	By Order of the Board
	Zhihu Inc.
	Yuan Zhou
	Chairman

 

Hong Kong, August 9, 2024  

 

As of the date of this announcement, the Board comprises Mr. Yuan Zhou as an executive director of the Company, Mr. Dahai Li, Mr. Zhaohui Li, and Mr. Bing Yu as non-executive directors of the Company, and Mr. Hanhui Sam Sun, Ms. Hope Ni, and Mr. Derek Chen as independent non-executive directors of the Company.  

 

 

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