Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
07 November 2023 - 12:18AM
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 November 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 ¨
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: November 6, 2023
Exhibit 99.1
| 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: 30 October 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) 26 October 2023 294,646,061
1). Repurchase of shares (or other securities) but not
cancelled
Date of changes 03 July 2023
89,291 0.0282 % %
2). Repurchase of shares (or other securities) but not
cancelled
Date of changes 05 July 2023
61,550 0.0194 % %
3). Repurchase of shares (or other securities) but not
cancelled
Date of changes 06 July 2023
209,124 0.066 % %
4). Repurchase of shares (or other securities) but not
cancelled
Date of changes 07 July 2023
91,800 0.029 % % |
| FF304
Page 2 of 9 v 1.2.5
5). Repurchase of shares (or other securities) but not
cancelled
Date of changes 10 July 2023
93,500 0.0295
%
%
6). Repurchase of shares (or other securities) but not
cancelled
Date of changes 11 July 2023
91,700 0.0289
%
%
7). Repurchase of shares (or other securities) but not
cancelled
Date of changes 12 July 2023
89,800 0.0283
%
%
8). Repurchase of shares (or other securities) but not
cancelled
Date of changes 13 July 2023
86,500 0.0273
%
%
9). Repurchase of shares (or other securities) but not
cancelled
Date of changes 14 July 2023
88,500 0.0279
%
%
10). Repurchase of shares (or other securities) but not
cancelled
Date of changes 17 July 2023
88,850 0.028
%
%
11). Repurchase of shares (or other securities) but not
cancelled
Date of changes 18 July 2023
90,700 0.0286
%
%
12). Repurchase of shares (or other securities) but not
cancelled
Date of changes 19 July 2023
89,550 0.0283
%
%
13). Repurchase of shares (or other securities) but not
cancelled
Date of changes 20 July 2023
83,724 0.0264
%
%
14). Repurchase of shares (or other securities) but not
cancelled
Date of changes 21 July 2023
104,600 0.033
%
%
15). Repurchase of shares (or other securities) but not
cancelled 94,100 0.0297
%
% |
| FF304
Page 3 of 9 v 1.2.5
Date of changes 24 July 2023
16). Repurchase of shares (or other securities) but not
cancelled
Date of changes 25 July 2023
89,650 0.0283
%
%
17). Repurchase of shares (or other securities) but not
cancelled
Date of changes 26 July 2023
76,235 0.0241
%
%
18). Repurchase of shares (or other securities) but not
cancelled
Date of changes 27 July 2023
90,300 0.0285
%
%
19). Repurchase of shares (or other securities) but not
cancelled
Date of changes 28 July 2023
87,251 0.0275
%
%
20). Repurchase of shares (or other securities) but not
cancelled
Date of changes 31 July 2023
22,100 0.0071
%
%
21). Repurchase of shares (or other securities) but not
cancelled
Date of changes 01 August 2023
83,350 0.0266
%
%
22). Repurchase of shares (or other securities) but not
cancelled
Date of changes 02 August 2023
90,300 0.0288
%
%
23). Repurchase of shares (or other securities) but not
cancelled
Date of changes 03 August 2023
88,500 0.0283
%
%
24). Repurchase of shares (or other securities) but not
cancelled
Date of changes 04 August 2023
87,250 0.0279
%
%
25). Repurchase of shares (or other securities) but not
cancelled
Date of changes 07 August 2023
87,600 0.028
%
% |
| FF304
Page 4 of 9 v 1.2.5
26). Repurchase of shares (or other securities) but not
cancelled
Date of changes 08 August 2023
86,694 0.0277
%
%
27). Repurchase of shares (or other securities) but not
cancelled
Date of changes 09 August 2023
89,600 0.0286
%
%
28). Repurchase of shares (or other securities) but not
cancelled
Date of changes 10 August 2023
88,150 0.0282
%
%
29). Repurchase of shares (or other securities) but not
cancelled
Date of changes 11 August 2023
152,590 0.0487
%
%
30). Repurchase of shares (or other securities) but not
cancelled
Date of changes 14 August 2023
92,850 0.0297
%
%
31). Repurchase of shares (or other securities) but not
cancelled
Date of changes 15 August 2023
107,985 0.0345
%
%
32). Repurchase of shares (or other securities) but not
cancelled
Date of changes 16 August 2023
98,392 0.0314
%
%
33). Repurchase of shares (or other securities) but not
cancelled
Date of changes 17 August 2023
91,000 0.0291
%
%
34). Repurchase of shares (or other securities) but not
cancelled
Date of changes 18 August 2023
221,099 0.0706
%
%
35). Repurchase of shares (or other securities) but not
cancelled
Date of changes 21 August 2023
94,500 0.0302
%
%
36). Repurchase of shares (or other securities) but not
cancelled 219,215 0.07
%
% |
| FF304
Page 5 of 9 v 1.2.5
Date of changes 22 August 2023
37). Repurchase of shares (or other securities) but not
cancelled
Date of changes 23 August 2023
279,250 0.0892
%
%
38). Repurchase of shares (or other securities) but not
cancelled
Date of changes 24 August 2023
254,574 0.0813
%
%
39). Repurchase of shares (or other securities) but not
cancelled
Date of changes 20 September 2023
187,134 0.0598
%
%
40). Repurchase of shares (or other securities) but not
cancelled
Date of changes 21 September 2023
284,633 0.0909
%
%
41). Repurchase of shares (or other securities) but not
cancelled
Date of changes 22 September 2023
260,000 0.083
%
%
42). Repurchase of shares (or other securities) but not
cancelled
Date of changes 25 September 2023
290,000 0.0926
%
%
43). Repurchase of shares (or other securities) but not
cancelled
Date of changes 28 September 2023
236,413 0.0755
%
%
44). Repurchase of shares (or other securities) but not
cancelled
Date of changes 06 October 2023
78,648 0.0251
%
%
45). Repurchase of shares (or other securities) but not
cancelled
Date of changes 09 October 2023
86,799 0.0277
%
%
46). Repurchase of shares (or other securities) but not
cancelled
Date of changes 11 October 2023
2,434 0.0008
%
% |
| FF304
Page 6 of 9 v 1.2.5
47). Repurchase of shares (or other securities) but not
cancelled
Date of changes 12 October 2023
89,985 0.0287
%
%
48). Repurchase of shares (or other securities) but not
cancelled
Date of changes 13 October 2023
30,172 0.0096
%
%
49). Repurchase of shares (or other securities) but not
cancelled
Date of changes 16 October 2023
51,352 0.0164
%
%
50). Repurchase of shares (or other securities) but not
cancelled
Date of changes 17 October 2023
31,149 0.0099
%
%
51). Repurchase of shares (or other securities) but not
cancelled
Date of changes 18 October 2023
207,646 0.0663
%
%
52). Repurchase of shares (or other securities) but not
cancelled
Date of changes 19 October 2023
97,319 0.0311
%
%
53). Repurchase of shares (or other securities) but not
cancelled
Date of changes 20 October 2023
35,858 0.0115
%
%
54). Repurchase of shares (or other securities) but not
cancelled
Date of changes 23 October 2023
9,953 0.0032
%
%
55). Repurchase of shares (or other securities) but not
cancelled
Date of changes 26 October 2023
138,866 0.0444
%
%
56). Repurchase of shares (or other securities) but not
cancelled
Date of changes 27 October 2023
163,483 0.0522
%
%
Closing balance as at (Note 8) 27 October 2023 294,646,061 |
| 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). 27 October 2023 163,483 On another stock exchange
New York Stock Exchange
USD 2.04 USD 2 USD 333,385
Total number of securities
purchased 163,483 Total paid $ USD 333,385
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 10 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: 31 October 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) 27 October 2023 294,646,061
1). Repurchase of shares (or other securities) but not
cancelled
Date of changes 03 July 2023
89,291 0.0282 % %
2). Repurchase of shares (or other securities) but not
cancelled
Date of changes 05 July 2023
61,550 0.0194 % %
3). Repurchase of shares (or other securities) but not
cancelled
Date of changes 06 July 2023
209,124 0.066 % %
4). Repurchase of shares (or other securities) but not
cancelled
Date of changes 07 July 2023
91,800 0.029 % % |
| FF304
Page 2 of 10 v 1.2.5
5). Repurchase of shares (or other securities) but not
cancelled
Date of changes 10 July 2023
93,500 0.0295
%
%
6). Repurchase of shares (or other securities) but not
cancelled
Date of changes 11 July 2023
91,700 0.0289
%
%
7). Repurchase of shares (or other securities) but not
cancelled
Date of changes 12 July 2023
89,800 0.0283
%
%
8). Repurchase of shares (or other securities) but not
cancelled
Date of changes 13 July 2023
86,500 0.0273
%
%
9). Repurchase of shares (or other securities) but not
cancelled
Date of changes 14 July 2023
88,500 0.0279
%
%
10). Repurchase of shares (or other securities) but not
cancelled
Date of changes 17 July 2023
88,850 0.028
%
%
11). Repurchase of shares (or other securities) but not
cancelled
Date of changes 18 July 2023
90,700 0.0286
%
%
12). Repurchase of shares (or other securities) but not
cancelled
Date of changes 19 July 2023
89,550 0.0283
%
%
13). Repurchase of shares (or other securities) but not
cancelled
Date of changes 20 July 2023
83,724 0.0264
%
%
14). Repurchase of shares (or other securities) but not
cancelled
Date of changes 21 July 2023
104,600 0.033
%
%
15). Repurchase of shares (or other securities) but not
cancelled 94,100 0.0297
%
% |
| FF304
Page 3 of 10 v 1.2.5
Date of changes 24 July 2023
16). Repurchase of shares (or other securities) but not
cancelled
Date of changes 25 July 2023
89,650 0.0283
%
%
17). Repurchase of shares (or other securities) but not
cancelled
Date of changes 26 July 2023
76,235 0.0241
%
%
18). Repurchase of shares (or other securities) but not
cancelled
Date of changes 27 July 2023
90,300 0.0285
%
%
19). Repurchase of shares (or other securities) but not
cancelled
Date of changes 28 July 2023
87,251 0.0275
%
%
20). Repurchase of shares (or other securities) but not
cancelled
Date of changes 31 July 2023
22,100 0.0071
%
%
21). Repurchase of shares (or other securities) but not
cancelled
Date of changes 01 August 2023
83,350 0.0266
%
%
22). Repurchase of shares (or other securities) but not
cancelled
Date of changes 02 August 2023
90,300 0.0288
%
%
23). Repurchase of shares (or other securities) but not
cancelled
Date of changes 03 August 2023
88,500 0.0283
%
%
24). Repurchase of shares (or other securities) but not
cancelled
Date of changes 04 August 2023
87,250 0.0279
%
%
25). Repurchase of shares (or other securities) but not
cancelled
Date of changes 07 August 2023
87,600 0.028
%
% |
| FF304
Page 4 of 10 v 1.2.5
26). Repurchase of shares (or other securities) but not
cancelled
Date of changes 08 August 2023
86,694 0.0277
%
%
27). Repurchase of shares (or other securities) but not
cancelled
Date of changes 09 August 2023
89,600 0.0286
%
%
28). Repurchase of shares (or other securities) but not
cancelled
Date of changes 10 August 2023
88,150 0.0282
%
%
29). Repurchase of shares (or other securities) but not
cancelled
Date of changes 11 August 2023
152,590 0.0487
%
%
30). Repurchase of shares (or other securities) but not
cancelled
Date of changes 14 August 2023
92,850 0.0297
%
%
31). Repurchase of shares (or other securities) but not
cancelled
Date of changes 15 August 2023
107,985 0.0345
%
%
32). Repurchase of shares (or other securities) but not
cancelled
Date of changes 16 August 2023
98,392 0.0314
%
%
33). Repurchase of shares (or other securities) but not
cancelled
Date of changes 17 August 2023
91,000 0.0291
%
%
34). Repurchase of shares (or other securities) but not
cancelled
Date of changes 18 August 2023
221,099 0.0706
%
%
35). Repurchase of shares (or other securities) but not
cancelled
Date of changes 21 August 2023
94,500 0.0302
%
%
36). Repurchase of shares (or other securities) but not
cancelled 219,215 0.07
%
% |
| FF304
Page 5 of 10 v 1.2.5
Date of changes 22 August 2023
37). Repurchase of shares (or other securities) but not
cancelled
Date of changes 23 August 2023
279,250 0.0892
%
%
38). Repurchase of shares (or other securities) but not
cancelled
Date of changes 24 August 2023
254,574 0.0813
%
%
39). Repurchase of shares (or other securities) but not
cancelled
Date of changes 20 September 2023
187,134 0.0598
%
%
40). Repurchase of shares (or other securities) but not
cancelled
Date of changes 21 September 2023
284,633 0.0909
%
%
41). Repurchase of shares (or other securities) but not
cancelled
Date of changes 22 September 2023
260,000 0.083
%
%
42). Repurchase of shares (or other securities) but not
cancelled
Date of changes 25 September 2023
290,000 0.0926
%
%
43). Repurchase of shares (or other securities) but not
cancelled
Date of changes 28 September 2023
236,413 0.0755
%
%
44). Repurchase of shares (or other securities) but not
cancelled
Date of changes 06 October 2023
78,648 0.0251
%
%
45). Repurchase of shares (or other securities) but not
cancelled
Date of changes 09 October 2023
86,799 0.0277
%
%
46). Repurchase of shares (or other securities) but not
cancelled
Date of changes 11 October 2023
2,434 0.0008
%
% |
| FF304
Page 6 of 10 v 1.2.5
47). Repurchase of shares (or other securities) but not
cancelled
Date of changes 12 October 2023
89,985 0.0287
%
%
48). Repurchase of shares (or other securities) but not
cancelled
Date of changes 13 October 2023
30,172 0.0096
%
%
49). Repurchase of shares (or other securities) but not
cancelled
Date of changes 16 October 2023
51,352 0.0164
%
%
50). Repurchase of shares (or other securities) but not
cancelled
Date of changes 17 October 2023
31,149 0.0099
%
%
51). Repurchase of shares (or other securities) but not
cancelled
Date of changes 18 October 2023
207,646 0.0663
%
%
52). Repurchase of shares (or other securities) but not
cancelled
Date of changes 19 October 2023
97,319 0.0311
%
%
53). Repurchase of shares (or other securities) but not
cancelled
Date of changes 20 October 2023
35,858 0.0115
%
%
54). Repurchase of shares (or other securities) but not
cancelled
Date of changes 23 October 2023
9,953 0.0032
%
%
55). Repurchase of shares (or other securities) but not
cancelled
Date of changes 26 October 2023
138,866 0.0444
%
%
56). Repurchase of shares (or other securities) but not
cancelled
Date of changes 27 October 2023
163,483 0.0522
%
%
57). Repurchase of shares (or other securities) but not
cancelled 99,472 0.0318
%
% |
| FF304
Page 7 of 10 v 1.2.5
Date of changes 30 October 2023
Closing balance as at (Note 8) 30 October 2023 294,646,061 |
| FF304
Page 8 of 10 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 9 of 10 v 1.2.5
11. SEHK refers to Stock Exchange of Hong Kong. |
| FF304
Page 10 of 10 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). 30 October 2023 99,472 On another stock exchange
New York Stock Exchange
USD 2.04 USD 1.88 USD 197,129
Total number of securities
purchased 99,472 Total paid $ USD 197,129
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 10 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: 01 November 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) 30 October 2023 294,646,061
1). Repurchase of shares (or other securities) but not
cancelled
Date of changes 03 July 2023
89,291 0.0282 % %
2). Repurchase of shares (or other securities) but not
cancelled
Date of changes 05 July 2023
61,550 0.0194 % %
3). Repurchase of shares (or other securities) but not
cancelled
Date of changes 06 July 2023
209,124 0.066 % %
4). Repurchase of shares (or other securities) but not
cancelled
Date of changes 07 July 2023
91,800 0.029 % % |
| FF304
Page 2 of 10 v 1.2.5
5). Repurchase of shares (or other securities) but not
cancelled
Date of changes 10 July 2023
93,500 0.0295
%
%
6). Repurchase of shares (or other securities) but not
cancelled
Date of changes 11 July 2023
91,700 0.0289
%
%
7). Repurchase of shares (or other securities) but not
cancelled
Date of changes 12 July 2023
89,800 0.0283
%
%
8). Repurchase of shares (or other securities) but not
cancelled
Date of changes 13 July 2023
86,500 0.0273
%
%
9). Repurchase of shares (or other securities) but not
cancelled
Date of changes 14 July 2023
88,500 0.0279
%
%
10). Repurchase of shares (or other securities) but not
cancelled
Date of changes 17 July 2023
88,850 0.028
%
%
11). Repurchase of shares (or other securities) but not
cancelled
Date of changes 18 July 2023
90,700 0.0286
%
%
12). Repurchase of shares (or other securities) but not
cancelled
Date of changes 19 July 2023
89,550 0.0283
%
%
13). Repurchase of shares (or other securities) but not
cancelled
Date of changes 20 July 2023
83,724 0.0264
%
%
14). Repurchase of shares (or other securities) but not
cancelled
Date of changes 21 July 2023
104,600 0.033
%
%
15). Repurchase of shares (or other securities) but not
cancelled 94,100 0.0297
%
% |
| FF304
Page 3 of 10 v 1.2.5
Date of changes 24 July 2023
16). Repurchase of shares (or other securities) but not
cancelled
Date of changes 25 July 2023
89,650 0.0283
%
%
17). Repurchase of shares (or other securities) but not
cancelled
Date of changes 26 July 2023
76,235 0.0241
%
%
18). Repurchase of shares (or other securities) but not
cancelled
Date of changes 27 July 2023
90,300 0.0285
%
%
19). Repurchase of shares (or other securities) but not
cancelled
Date of changes 28 July 2023
87,251 0.0275
%
%
20). Repurchase of shares (or other securities) but not
cancelled
Date of changes 31 July 2023
22,100 0.0071
%
%
21). Repurchase of shares (or other securities) but not
cancelled
Date of changes 01 August 2023
83,350 0.0266
%
%
22). Repurchase of shares (or other securities) but not
cancelled
Date of changes 02 August 2023
90,300 0.0288
%
%
23). Repurchase of shares (or other securities) but not
cancelled
Date of changes 03 August 2023
88,500 0.0283
%
%
24). Repurchase of shares (or other securities) but not
cancelled
Date of changes 04 August 2023
87,250 0.0279
%
%
25). Repurchase of shares (or other securities) but not
cancelled
Date of changes 07 August 2023
87,600 0.028
%
% |
| FF304
Page 4 of 10 v 1.2.5
26). Repurchase of shares (or other securities) but not
cancelled
Date of changes 08 August 2023
86,694 0.0277
%
%
27). Repurchase of shares (or other securities) but not
cancelled
Date of changes 09 August 2023
89,600 0.0286
%
%
28). Repurchase of shares (or other securities) but not
cancelled
Date of changes 10 August 2023
88,150 0.0282
%
%
29). Repurchase of shares (or other securities) but not
cancelled
Date of changes 11 August 2023
152,590 0.0487
%
%
30). Repurchase of shares (or other securities) but not
cancelled
Date of changes 14 August 2023
92,850 0.0297
%
%
31). Repurchase of shares (or other securities) but not
cancelled
Date of changes 15 August 2023
107,985 0.0345
%
%
32). Repurchase of shares (or other securities) but not
cancelled
Date of changes 16 August 2023
98,392 0.0314
%
%
33). Repurchase of shares (or other securities) but not
cancelled
Date of changes 17 August 2023
91,000 0.0291
%
%
34). Repurchase of shares (or other securities) but not
cancelled
Date of changes 18 August 2023
221,099 0.0706
%
%
35). Repurchase of shares (or other securities) but not
cancelled
Date of changes 21 August 2023
94,500 0.0302
%
%
36). Repurchase of shares (or other securities) but not
cancelled 219,215 0.07
%
% |
| FF304
Page 5 of 10 v 1.2.5
Date of changes 22 August 2023
37). Repurchase of shares (or other securities) but not
cancelled
Date of changes 23 August 2023
279,250 0.0892
%
%
38). Repurchase of shares (or other securities) but not
cancelled
Date of changes 24 August 2023
254,574 0.0813
%
%
39). Repurchase of shares (or other securities) but not
cancelled
Date of changes 20 September 2023
187,134 0.0598
%
%
40). Repurchase of shares (or other securities) but not
cancelled
Date of changes 21 September 2023
284,633 0.0909
%
%
41). Repurchase of shares (or other securities) but not
cancelled
Date of changes 22 September 2023
260,000 0.083
%
%
42). Repurchase of shares (or other securities) but not
cancelled
Date of changes 25 September 2023
290,000 0.0926
%
%
43). Repurchase of shares (or other securities) but not
cancelled
Date of changes 28 September 2023
236,413 0.0755
%
%
44). Repurchase of shares (or other securities) but not
cancelled
Date of changes 06 October 2023
78,648 0.0251
%
%
45). Repurchase of shares (or other securities) but not
cancelled
Date of changes 09 October 2023
86,799 0.0277
%
%
46). Repurchase of shares (or other securities) but not
cancelled
Date of changes 11 October 2023
2,434 0.0008
%
% |
| FF304
Page 6 of 10 v 1.2.5
47). Repurchase of shares (or other securities) but not
cancelled
Date of changes 12 October 2023
89,985 0.0287
%
%
48). Repurchase of shares (or other securities) but not
cancelled
Date of changes 13 October 2023
30,172 0.0096
%
%
49). Repurchase of shares (or other securities) but not
cancelled
Date of changes 16 October 2023
51,352 0.0164
%
%
50). Repurchase of shares (or other securities) but not
cancelled
Date of changes 17 October 2023
31,149 0.0099
%
%
51). Repurchase of shares (or other securities) but not
cancelled
Date of changes 18 October 2023
207,646 0.0663
%
%
52). Repurchase of shares (or other securities) but not
cancelled
Date of changes 19 October 2023
97,319 0.0311
%
%
53). Repurchase of shares (or other securities) but not
cancelled
Date of changes 20 October 2023
35,858 0.0115
%
%
54). Repurchase of shares (or other securities) but not
cancelled
Date of changes 23 October 2023
9,953 0.0032
%
%
55). Repurchase of shares (or other securities) but not
cancelled
Date of changes 26 October 2023
138,866 0.0444
%
%
56). Repurchase of shares (or other securities) but not
cancelled
Date of changes 27 October 2023
163,483 0.0522
%
%
57). Repurchase of shares (or other securities) but not
cancelled 99,472 0.0318
%
% |
| FF304
Page 7 of 10 v 1.2.5
Date of changes 30 October 2023
58). Repurchase of shares (or other securities) but not
cancelled
Date of changes 31 October 2023
97,897 0.0313 % %
Closing balance as at (Note 8) 31 October 2023 294,646,061 |
| FF304
Page 8 of 10 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 9 of 10 v 1.2.5
11. SEHK refers to Stock Exchange of Hong Kong. |
| FF304
Page 10 of 10 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). 31 October 2023 97,897 On another stock exchange
New York Stock Exchange
USD 2.02 USD 1.9266 USD 193,505
Total number of securities
purchased 97,897 Total paid $ USD 193,505
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
| FF304
Page 1 of 10 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: 02 November 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) 31 October 2023 294,646,061
1). Repurchase of shares (or other securities) but not
cancelled
Date of changes 03 July 2023
89,291 0.0282 % %
2). Repurchase of shares (or other securities) but not
cancelled
Date of changes 05 July 2023
61,550 0.0194 % %
3). Repurchase of shares (or other securities) but not
cancelled
Date of changes 06 July 2023
209,124 0.066 % %
4). Repurchase of shares (or other securities) but not
cancelled
Date of changes 07 July 2023
91,800 0.029 % % |
| FF304
Page 2 of 10 v 1.2.5
5). Repurchase of shares (or other securities) but not
cancelled
Date of changes 10 July 2023
93,500 0.0295
%
%
6). Repurchase of shares (or other securities) but not
cancelled
Date of changes 11 July 2023
91,700 0.0289
%
%
7). Repurchase of shares (or other securities) but not
cancelled
Date of changes 12 July 2023
89,800 0.0283
%
%
8). Repurchase of shares (or other securities) but not
cancelled
Date of changes 13 July 2023
86,500 0.0273
%
%
9). Repurchase of shares (or other securities) but not
cancelled
Date of changes 14 July 2023
88,500 0.0279
%
%
10). Repurchase of shares (or other securities) but not
cancelled
Date of changes 17 July 2023
88,850 0.028
%
%
11). Repurchase of shares (or other securities) but not
cancelled
Date of changes 18 July 2023
90,700 0.0286
%
%
12). Repurchase of shares (or other securities) but not
cancelled
Date of changes 19 July 2023
89,550 0.0283
%
%
13). Repurchase of shares (or other securities) but not
cancelled
Date of changes 20 July 2023
83,724 0.0264
%
%
14). Repurchase of shares (or other securities) but not
cancelled
Date of changes 21 July 2023
104,600 0.033
%
%
15). Repurchase of shares (or other securities) but not
cancelled 94,100 0.0297
%
% |
| FF304
Page 3 of 10 v 1.2.5
Date of changes 24 July 2023
16). Repurchase of shares (or other securities) but not
cancelled
Date of changes 25 July 2023
89,650 0.0283
%
%
17). Repurchase of shares (or other securities) but not
cancelled
Date of changes 26 July 2023
76,235 0.0241
%
%
18). Repurchase of shares (or other securities) but not
cancelled
Date of changes 27 July 2023
90,300 0.0285
%
%
19). Repurchase of shares (or other securities) but not
cancelled
Date of changes 28 July 2023
87,251 0.0275
%
%
20). Repurchase of shares (or other securities) but not
cancelled
Date of changes 31 July 2023
22,100 0.0071
%
%
21). Repurchase of shares (or other securities) but not
cancelled
Date of changes 01 August 2023
83,350 0.0266
%
%
22). Repurchase of shares (or other securities) but not
cancelled
Date of changes 02 August 2023
90,300 0.0288
%
%
23). Repurchase of shares (or other securities) but not
cancelled
Date of changes 03 August 2023
88,500 0.0283
%
%
24). Repurchase of shares (or other securities) but not
cancelled
Date of changes 04 August 2023
87,250 0.0279
%
%
25). Repurchase of shares (or other securities) but not
cancelled
Date of changes 07 August 2023
87,600 0.028
%
% |
| FF304
Page 4 of 10 v 1.2.5
26). Repurchase of shares (or other securities) but not
cancelled
Date of changes 08 August 2023
86,694 0.0277
%
%
27). Repurchase of shares (or other securities) but not
cancelled
Date of changes 09 August 2023
89,600 0.0286
%
%
28). Repurchase of shares (or other securities) but not
cancelled
Date of changes 10 August 2023
88,150 0.0282
%
%
29). Repurchase of shares (or other securities) but not
cancelled
Date of changes 11 August 2023
152,590 0.0487
%
%
30). Repurchase of shares (or other securities) but not
cancelled
Date of changes 14 August 2023
92,850 0.0297
%
%
31). Repurchase of shares (or other securities) but not
cancelled
Date of changes 15 August 2023
107,985 0.0345
%
%
32). Repurchase of shares (or other securities) but not
cancelled
Date of changes 16 August 2023
98,392 0.0314
%
%
33). Repurchase of shares (or other securities) but not
cancelled
Date of changes 17 August 2023
91,000 0.0291
%
%
34). Repurchase of shares (or other securities) but not
cancelled
Date of changes 18 August 2023
221,099 0.0706
%
%
35). Repurchase of shares (or other securities) but not
cancelled
Date of changes 21 August 2023
94,500 0.0302
%
%
36). Repurchase of shares (or other securities) but not
cancelled 219,215 0.07
%
% |
| FF304
Page 5 of 10 v 1.2.5
Date of changes 22 August 2023
37). Repurchase of shares (or other securities) but not
cancelled
Date of changes 23 August 2023
279,250 0.0892
%
%
38). Repurchase of shares (or other securities) but not
cancelled
Date of changes 24 August 2023
254,574 0.0813
%
%
39). Repurchase of shares (or other securities) but not
cancelled
Date of changes 20 September 2023
187,134 0.0598
%
%
40). Repurchase of shares (or other securities) but not
cancelled
Date of changes 21 September 2023
284,633 0.0909
%
%
41). Repurchase of shares (or other securities) but not
cancelled
Date of changes 22 September 2023
260,000 0.083
%
%
42). Repurchase of shares (or other securities) but not
cancelled
Date of changes 25 September 2023
290,000 0.0926
%
%
43). Repurchase of shares (or other securities) but not
cancelled
Date of changes 28 September 2023
236,413 0.0755
%
%
44). Repurchase of shares (or other securities) but not
cancelled
Date of changes 06 October 2023
78,648 0.0251
%
%
45). Repurchase of shares (or other securities) but not
cancelled
Date of changes 09 October 2023
86,799 0.0277
%
%
46). Repurchase of shares (or other securities) but not
cancelled
Date of changes 11 October 2023
2,434 0.0008
%
% |
| FF304
Page 6 of 10 v 1.2.5
47). Repurchase of shares (or other securities) but not
cancelled
Date of changes 12 October 2023
89,985 0.0287
%
%
48). Repurchase of shares (or other securities) but not
cancelled
Date of changes 13 October 2023
30,172 0.0096
%
%
49). Repurchase of shares (or other securities) but not
cancelled
Date of changes 16 October 2023
51,352 0.0164
%
%
50). Repurchase of shares (or other securities) but not
cancelled
Date of changes 17 October 2023
31,149 0.0099
%
%
51). Repurchase of shares (or other securities) but not
cancelled
Date of changes 18 October 2023
207,646 0.0663
%
%
52). Repurchase of shares (or other securities) but not
cancelled
Date of changes 19 October 2023
97,319 0.0311
%
%
53). Repurchase of shares (or other securities) but not
cancelled
Date of changes 20 October 2023
35,858 0.0115
%
%
54). Repurchase of shares (or other securities) but not
cancelled
Date of changes 23 October 2023
9,953 0.0032
%
%
55). Repurchase of shares (or other securities) but not
cancelled
Date of changes 26 October 2023
138,866 0.0444
%
%
56). Repurchase of shares (or other securities) but not
cancelled
Date of changes 27 October 2023
163,483 0.0522
%
%
57). Repurchase of shares (or other securities) but not
cancelled 99,472 0.0318
%
% |
| FF304
Page 7 of 10 v 1.2.5
Date of changes 30 October 2023
58). Repurchase of shares (or other securities) but not
cancelled
Date of changes 31 October 2023
97,897 0.0313 % %
59). Repurchase of shares (or other securities) but not
cancelled
Date of changes 01 November 2023
110,762 0.0354 % %
Closing balance as at (Note 8) 01 November 2023 294,646,061 |
| FF304
Page 8 of 10 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 9 of 10 v 1.2.5
11. SEHK refers to Stock Exchange of Hong Kong. |
| FF304
Page 10 of 10 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). 01 November 2023 110,762 On another stock exchange
New York Stock Exchange
USD 1.9978 USD 1.94 USD 218,029
Total number of securities
purchased 110,762 Total paid $ USD 218,029
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 99.5
| FF304
Page 1 of 10 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 November 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) 01 November 2023 294,646,061
1). Repurchase of shares (or other securities) but not
cancelled
Date of changes 03 July 2023
89,291 0.0282 % %
2). Repurchase of shares (or other securities) but not
cancelled
Date of changes 05 July 2023
61,550 0.0194 % %
3). Repurchase of shares (or other securities) but not
cancelled
Date of changes 06 July 2023
209,124 0.066 % %
4). Repurchase of shares (or other securities) but not
cancelled
Date of changes 07 July 2023
91,800 0.029 % % |
| FF304
Page 2 of 10 v 1.2.5
5). Repurchase of shares (or other securities) but not
cancelled
Date of changes 10 July 2023
93,500 0.0295
%
%
6). Repurchase of shares (or other securities) but not
cancelled
Date of changes 11 July 2023
91,700 0.0289
%
%
7). Repurchase of shares (or other securities) but not
cancelled
Date of changes 12 July 2023
89,800 0.0283
%
%
8). Repurchase of shares (or other securities) but not
cancelled
Date of changes 13 July 2023
86,500 0.0273
%
%
9). Repurchase of shares (or other securities) but not
cancelled
Date of changes 14 July 2023
88,500 0.0279
%
%
10). Repurchase of shares (or other securities) but not
cancelled
Date of changes 17 July 2023
88,850 0.028
%
%
11). Repurchase of shares (or other securities) but not
cancelled
Date of changes 18 July 2023
90,700 0.0286
%
%
12). Repurchase of shares (or other securities) but not
cancelled
Date of changes 19 July 2023
89,550 0.0283
%
%
13). Repurchase of shares (or other securities) but not
cancelled
Date of changes 20 July 2023
83,724 0.0264
%
%
14). Repurchase of shares (or other securities) but not
cancelled
Date of changes 21 July 2023
104,600 0.033
%
%
15). Repurchase of shares (or other securities) but not
cancelled 94,100 0.0297
%
% |
| FF304
Page 3 of 10 v 1.2.5
Date of changes 24 July 2023
16). Repurchase of shares (or other securities) but not
cancelled
Date of changes 25 July 2023
89,650 0.0283
%
%
17). Repurchase of shares (or other securities) but not
cancelled
Date of changes 26 July 2023
76,235 0.0241
%
%
18). Repurchase of shares (or other securities) but not
cancelled
Date of changes 27 July 2023
90,300 0.0285
%
%
19). Repurchase of shares (or other securities) but not
cancelled
Date of changes 28 July 2023
87,251 0.0275
%
%
20). Repurchase of shares (or other securities) but not
cancelled
Date of changes 31 July 2023
22,100 0.0071
%
%
21). Repurchase of shares (or other securities) but not
cancelled
Date of changes 01 August 2023
83,350 0.0266
%
%
22). Repurchase of shares (or other securities) but not
cancelled
Date of changes 02 August 2023
90,300 0.0288
%
%
23). Repurchase of shares (or other securities) but not
cancelled
Date of changes 03 August 2023
88,500 0.0283
%
%
24). Repurchase of shares (or other securities) but not
cancelled
Date of changes 04 August 2023
87,250 0.0279
%
%
25). Repurchase of shares (or other securities) but not
cancelled
Date of changes 07 August 2023
87,600 0.028
%
% |
| FF304
Page 4 of 10 v 1.2.5
26). Repurchase of shares (or other securities) but not
cancelled
Date of changes 08 August 2023
86,694 0.0277
%
%
27). Repurchase of shares (or other securities) but not
cancelled
Date of changes 09 August 2023
89,600 0.0286
%
%
28). Repurchase of shares (or other securities) but not
cancelled
Date of changes 10 August 2023
88,150 0.0282
%
%
29). Repurchase of shares (or other securities) but not
cancelled
Date of changes 11 August 2023
152,590 0.0487
%
%
30). Repurchase of shares (or other securities) but not
cancelled
Date of changes 14 August 2023
92,850 0.0297
%
%
31). Repurchase of shares (or other securities) but not
cancelled
Date of changes 15 August 2023
107,985 0.0345
%
%
32). Repurchase of shares (or other securities) but not
cancelled
Date of changes 16 August 2023
98,392 0.0314
%
%
33). Repurchase of shares (or other securities) but not
cancelled
Date of changes 17 August 2023
91,000 0.0291
%
%
34). Repurchase of shares (or other securities) but not
cancelled
Date of changes 18 August 2023
221,099 0.0706
%
%
35). Repurchase of shares (or other securities) but not
cancelled
Date of changes 21 August 2023
94,500 0.0302
%
%
36). Repurchase of shares (or other securities) but not
cancelled 219,215 0.07
%
% |
| FF304
Page 5 of 10 v 1.2.5
Date of changes 22 August 2023
37). Repurchase of shares (or other securities) but not
cancelled
Date of changes 23 August 2023
279,250 0.0892
%
%
38). Repurchase of shares (or other securities) but not
cancelled
Date of changes 24 August 2023
254,574 0.0813
%
%
39). Repurchase of shares (or other securities) but not
cancelled
Date of changes 20 September 2023
187,134 0.0598
%
%
40). Repurchase of shares (or other securities) but not
cancelled
Date of changes 21 September 2023
284,633 0.0909
%
%
41). Repurchase of shares (or other securities) but not
cancelled
Date of changes 22 September 2023
260,000 0.083
%
%
42). Repurchase of shares (or other securities) but not
cancelled
Date of changes 25 September 2023
290,000 0.0926
%
%
43). Repurchase of shares (or other securities) but not
cancelled
Date of changes 28 September 2023
236,413 0.0755
%
%
44). Repurchase of shares (or other securities) but not
cancelled
Date of changes 06 October 2023
78,648 0.0251
%
%
45). Repurchase of shares (or other securities) but not
cancelled
Date of changes 09 October 2023
86,799 0.0277
%
%
46). Repurchase of shares (or other securities) but not
cancelled
Date of changes 11 October 2023
2,434 0.0008
%
% |
| FF304
Page 6 of 10 v 1.2.5
47). Repurchase of shares (or other securities) but not
cancelled
Date of changes 12 October 2023
89,985 0.0287
%
%
48). Repurchase of shares (or other securities) but not
cancelled
Date of changes 13 October 2023
30,172 0.0096
%
%
49). Repurchase of shares (or other securities) but not
cancelled
Date of changes 16 October 2023
51,352 0.0164
%
%
50). Repurchase of shares (or other securities) but not
cancelled
Date of changes 17 October 2023
31,149 0.0099
%
%
51). Repurchase of shares (or other securities) but not
cancelled
Date of changes 18 October 2023
207,646 0.0663
%
%
52). Repurchase of shares (or other securities) but not
cancelled
Date of changes 19 October 2023
97,319 0.0311
%
%
53). Repurchase of shares (or other securities) but not
cancelled
Date of changes 20 October 2023
35,858 0.0115
%
%
54). Repurchase of shares (or other securities) but not
cancelled
Date of changes 23 October 2023
9,953 0.0032
%
%
55). Repurchase of shares (or other securities) but not
cancelled
Date of changes 26 October 2023
138,866 0.0444
%
%
56). Repurchase of shares (or other securities) but not
cancelled
Date of changes 27 October 2023
163,483 0.0522
%
%
57). Repurchase of shares (or other securities) but not
cancelled 99,472 0.0318
%
% |
| FF304
Page 7 of 10 v 1.2.5
Date of changes 30 October 2023
58). Repurchase of shares (or other securities) but not
cancelled
Date of changes 31 October 2023
97,897 0.0313 % %
59). Repurchase of shares (or other securities) but not
cancelled
Date of changes 01 November 2023
110,762 0.0354 % %
60). Repurchase of shares (or other securities) but not
cancelled
Date of changes 02 November 2023
100,504 0.0321 % %
Closing balance as at (Note 8) 02 November 2023 294,646,061 |
| FF304
Page 8 of 10 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 9 of 10 v 1.2.5
11. SEHK refers to Stock Exchange of Hong Kong. |
| FF304
Page 10 of 10 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 November 2023 100,504 On another stock exchange
New York Stock Exchange
USD 2.04 USD 2 USD 203,291
Total number of securities
purchased 100,504 Total paid $ USD 203,291
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) |
Zhihu (NYSE:ZH)
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