ZH Zhihu Inc

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549

SCHEDULE TO (Amendment No. 3)   (RULE 14d-100)   TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

Zhihu Inc. (Name of Subject Company (Issuer))

Zhihu Inc. (Name of Filing Person (Issuer))

Class A Ordinary Shares par value US$0.000125 per share (Title of Class of Securities)   KYG989MJ1017 (ISIN Number of Class of Securities)   American Depositary Shares each representing three Class A Ordinary Shares, par value US$0.000125 per share (Title of Class of Securities)   98955N 207 (CUSIP Number of Class of Securities)

Han Wang Chief Financial Officer Zhihu Inc. 18 Xueqing Road Haidian District, Beijing 100083 People’s Republic of China +86 (10) 8271-6603   with copy to:

Shu Du, Esq. Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F, Edinburgh Tower The Landmark 15 Queen’s Road Central Hong Kong +852 3740-4700

(Name, address, and telephone number of person authorized to receive notices and communications on behalf of the filing person)

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.   Check the appropriate boxes below to designate any transactions to which the statement relates:   ¨ third-party tender offer subject to Rule 14d-1. x issuer tender offer subject to Rule 13e-4. ¨ going-private transaction subject to Rule 13e-3. ¨ amendment to Schedule 13D under Rule 13d-2.   Check the following box if the filing is a final amendment reporting the results of the tender offer: x   If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:   x Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

 

Schedule TO

 

This Amendment No. 3 to the Schedule TO (“Amendment No. 3”) amends and supplements the Tender Offer Statement on Schedule TO that was initially filed with the Securities and Exchange Commission (the “SEC”) by Zhihu Inc. (the “Company”), an exempted company with limited liability incorporated under the laws of the Cayman Islands, on September 9, 2024, as amended and supplemented by Amendment No. 1 dated October 16, 2024 and Amendment No. 2 dated October 23, 2024. This Amendment No. 3 relates to the final results of the all cash tender offers by the Company to buy back Class A Ordinary Shares (including in the form of ADSs) at an Offer Price of HK$9.11 per Class A Ordinary Share (equivalent of US$3.50 per ADS). All capitalized terms used but not specifically defined in this Amendment No. 3 shall have the meanings ascribed to such terms in the U.S. Offer to Purchase.

 

The information contained in the Schedule TO, as supplemented and amended by the information contained in Item 11 below, is incorporated herein by reference. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported on the Schedule TO. This Amendment No. 3 is intended to satisfy Rule 13e-4(c)(4) under the Exchange Act and constitutes the final amendment to the Schedule TO.

 

Item 11.

Additional Information

 

Item 11(c) of the Schedule TO is hereby amended and supplemented to include the following information:

 

The Offers, including the U.S. Offer, expired at 4:00 a.m., New York City time, or 4:00 p.m., Hong Kong time, on Wednesday, October 30, 2024. The Company has been advised by Broadridge Corporate Issuer Solutions, LLC, the Tender Agent, and Computershare Hong Kong Investor Services Limited, the Registrar, that 33,016,016 Class A Ordinary Shares (including 19,877,118 Class A Ordinary Shares in the form of 6,625,706 ADSs) were validly tendered and not properly withdrawn as of the Latest Acceptance Time. The Company has accepted all these Class A Ordinary Shares (including in the form of ADSs) to be bought back and cancelled by the Company on completion of the Offers, which is expected to take place on or before Friday, November 8, 2024. The total consideration payable by the Company for buying back the said Class A Ordinary Shares (including in the form of ADSs) pursuant to the Offers is HK$300,775,906. The Company will promptly forward cash in payment of the total consideration to the Paying Agent and Registrar for distribution to the Accepting ADS holders and Accepting Shareholders.

 

Following the settlement of the Offers, there will be 261,860,348 Shares issued and outstanding, which will comprise 246,413,570 Class A Ordinary Shares (including 126,582,633 Class A Ordinary Shares in the form of 42,194,211 ADSs) and 15,446,778 Class B Ordinary Shares, excluding 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 our stock incentive plans.

 

Item 12.

Exhibits

 

(a)(1)(A)*

U.S. Offer to Purchase, dated as of September 9, 2024.

 

(a)(1)(B)*

ADS Letter of Transmittal.

 

(a)(1)(C)*

Form of Acceptance.

 

(a)(1)(D)*

Letter to Brokers, Dealers, Commercial Banks, Trust Companies, and other Nominees.

 

(a)(1)(E)*

Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies, and other Nominees.

 

(a)(1)(F)*

Form of Withdrawal.

 

(a)(1)(G)*

Notice of Extraordinary General Meeting.

 

(a)(1)(H)*

Form of Proxy for the Extraordinary General Meeting.

 

 

(a)(1)(I)*

Form of Voting Instruction Card for Holders of American Depositary Shares.

 

(a)(2)

Not applicable.

 

(a)(3)

Not applicable.

 

(a)(4)

Not applicable.

 

(a)(5)(A)

Announcement made by the Company in accordance with Rule 3.5 of the Code on Takeovers and Mergers of Hong Kong, dated as of July 19, 2024 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by the Company with the SEC on July 19, 2024).

 

(a)(5)(B)

Announcement made by the Company in accordance with Rule 8.2 of the Code on Takeovers and Mergers of Hong Kong, dated as of August 9, 2024 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by the Company with the SEC on August 9, 2024).

 

(a)(5)(C)*

Press Release issued by the Company, dated as of September 9, 2024.

 

(a)(5)(D)*

Announcement made by the Company in accordance with Rule 8.2 of the Code on Takeovers and Mergers of Hong Kong, dated as of September 9, 2024.

 

(a)(5)(E)*

Press Release issued by the Company, dated as of October 16, 2024.

 

(a)(5)(F)*

Announcement made by the Company in accordance with Rule 19.1 of the Code on Takeovers and Mergers of Hong Kong, dated as of October 16, 2024.

 

(a)(5)(G)*

Press Release issued by the Company, dated as of October 23, 2024.

 

(a)(5)(H)*

Announcement made by the Company in accordance with Rule 8 of the Code on Takeovers and Mergers of Hong Kong, dated as of October 23, 2024.

 

(a)(5)(I)†

Press Release issued by the Company, dated as of October 30, 2024.

 

(a)(5)(J)†

Announcement made by the Company in accordance with Rule 19.1 of the Code on Takeovers and Mergers of Hong Kong, dated as of October 30, 2024.

 

(b)

Not applicable.

 

(d)*

Amended and Restated Deposit Agreement among the Company, JPMorgan Chase Bank, N.A., as depositary, and holders and beneficial owners of the American Depositary Receipts issued thereunder dated May 10, 2024.

 

(g)

Not applicable.

 

(h)

Not applicable.

 

107*

Filing Fee Table.

 

*            Previously filed.

†             Filed herewith.

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
(a)(1)(A)*		U.S. Offer to Purchase, dated as of September 9, 2024.
(a)(1)(B)*		ADS Letter of Transmittal.
(a)(1)(C)*		Form of Acceptance.
(a)(1)(D)*		Letter to Brokers, Dealers, Commercial Banks, Trust Companies, and other Nominees.
(a)(1)(E)*		Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies, and other Nominees.
(a)(1)(F)*		Form of Withdrawal.
(a)(1)(G)*		Notice of Extraordinary General Meeting.
(a)(1)(H)*		Form of Proxy for the Extraordinary General Meeting.
(a)(1)(I)*		Form of Voting Instruction Card for Holders of American Depositary Shares.
(a)(5)(A)		Announcement made by the Company in accordance with Rule 3.5 of the Code on Takeovers and Mergers of Hong Kong, dated as of July 19, 2024 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by the Company with the SEC on July 19, 2024).
(a)(5)(B)		Announcement made by the Company in accordance with Rule 8.2 of the Code on Takeovers and Mergers of Hong Kong, dated as of August 9, 2024 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by the Company with the SEC on August 9, 2024).
(a)(5)(C)*		Press Release issued by the Company, dated as of September 9, 2024.
(a)(5)(D)*		Announcement made by the Company in accordance with Rule 8.2 of the Code on Takeovers and Mergers of Hong Kong, dated as of September 9, 2024.
(a)(5)(E)*		Press Release issued by the Company, dated as of October 16, 2024.
(a)(5)(F)*		Announcement made by the Company in accordance with Rule 19.1 of the Code on Takeovers and Mergers of Hong Kong, dated as of October 16, 2024.
(a)(5)(G)*		Press Release issued by the Company, dated as of October 23, 2024.
(a)(5)(H)*		Announcement made by the Company in accordance with Rule 8 of the Code on Takeovers and Mergers of Hong Kong, dated as of October 23, 2024.
(a)(5)(I)†		Press Release issued by the Company, dated as of October 30, 2024.
(a)(5)(J)†		Announcement made by the Company in accordance with Rule 19.1 of the Code on Takeovers and Mergers of Hong Kong, dated as of October 30, 2024.
(d)*		Amended and Restated Deposit Agreement among the Company, JPMorgan Chase Bank, N.A., as depositary, and holders and beneficial owners of the American Depositary Receipts issued thereunder dated May 10, 2024.
107*		Filing Fee Table.

 

*            Previously filed.

†            Filed herewith.

 

 

SIGNATURE

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

	Zhihu Inc.
	By:	/s/ Han Wang
	Name:	Han Wang
	Title:	Chief Financial Officer

 

Dated:     October 30, 2024

 

 

 

Exhibit (a)(5)(I)

 

Zhihu Inc. Announces Results of Tender Offers to Buy Back Its Class A Ordinary Shares and American Depositary Shares

 

BEIJING, China, October 30, 2024 — Zhihu Inc. (NYSE: ZH; HKEX: 2390) (“Zhihu” or the “Company”), a leading online content community in China, today announced the results of the Company’s all cash tender offers (the “Offers”) to buy back up to 46,921,448 Class A ordinary shares of the Company (including in the form of American depositary shares (the “ADSs”)). The Offers, including the U.S. Offer, expired at 4:00 a.m., New York City time, or 4:00 p.m., Hong Kong time, on Wednesday, October 30, 2024 (the “Latest Acceptance Time”). The Company has been advised by Broadridge Corporate Issuer Solutions, LLC, the tender agent, and Computershare Hong Kong Investor Services Limited, the registrar, that 33,016,016 Class A ordinary shares (including 19,877,118 Class A ordinary shares in the form of 6,625,706 ADSs) were validly tendered and not properly withdrawn as of the Latest Acceptance Time. The Company has accepted all these Class A ordinary shares (including in the form of ADSs) to be bought back and cancelled by the Company on completion of the Offers, which is expected to take place on or before Friday, November 8, 2024. The total consideration payable by the Company for buying back the said Class A ordinary shares (including in the form of ADSs) pursuant to the Offers is HK$300,775,906. The Company will promptly forward cash in payment of the total consideration to the paying agent and registrar for distribution to the accepting shareholders and the accepting ADS holders.

 

Following the settlement of the Offers, there will be 261,860,348 shares issued and outstanding, which will comprise 246,413,570 Class A ordinary shares (including 126,582,633 Class A ordinary shares in the form of 42,194,211 ADSs) and 15,446,778 Class B ordinary shares, excluding the Class A ordinary shares issued to the depositary of the Company for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under our stock incentive plans.

 

Certain Information Regarding the U.S. Offer

 

This press release is for information only and is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of an offer to sell any securities of the Company. The U.S. Offer was made only pursuant to the U.S. Offer to Purchase and other related materials.

 

Materials filed with the SEC are available electronically without charge at the SEC’s website, https://www.sec.gov. Documents filed with the SEC may also be obtained without charge at the Company’s website, https://ir.zhihu.com.

 

About Zhihu Inc.

 

Zhihu Inc. (NYSE: ZH; HKEX: 2390) is a leading online content community in China where people come to find solutions, make decisions, seek inspiration, and have fun. Since the initial launch in 2010, we have grown from a Q&A community into one of the top comprehensive online content communities and the largest Q&A-inspired online content community in China. For more information, please visit https://ir.zhihu.com.

 

 

Safe Harbor Statement

 

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the Company's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to,” or other similar expressions. Further information regarding these and other risks, uncertainties or factors is included in the Company's filings with the SEC and the Hong Kong Stock Exchange. All information provided in this press release is as of the date of this press release, and the Company does not undertake any duty to update such information, except as required under applicable law.

 

For investor and media inquiries, please contact:

 

In China:

 

Zhihu Inc.
Email: ir@zhihu.com

 

Piacente Financial Communications
Helen Wu
Tel: +86-10-6508-0677
Email: zhihu@tpg-ir.com

 

In the United States:

 

Piacente Financial Communications
Brandi Piacente
Phone: +1-212-481-2050
Email: zhihu@tpg-ir.com

 

 

 

 

Exhibit (a)(5)(J)

 

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 OFFERS 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)

 

CLOSE AND RESULTS OF THE OFFERS

 

Financial Adviser to the Company

 

 

Independent Financial Adviser to the Independent Board Committee

 

Altus Capital Limited

 

 

 

 

References are made to the offer document issued by Zhihu Inc. in connection with the Non-U.S. Offer in accordance with the Codes on September 9, 2024 (the “Offer Document”) and the announcement dated October 16, 2024 in relation to the poll results of the EGM (the “Poll Results Announcement”). Unless otherwise defined herein, capitalized terms used herein shall have the same meanings as those defined in the Offer Document.

 

As disclosed in the Poll Results Announcement, following approval of the Independent Shareholders for the Offers at the EGM, the Offers have become unconditional on Wednesday, October 16, 2024 and would remain open for acceptance for a period of 14 days thereafter.

 

CLOSE AND RESULTS OF THE OFFERS

 

The Company announces that the Offers have closed at the Latest Acceptance Time, being 4:00 p.m., Hong Kong time, or 4:00 a.m., New York City time, on Wednesday, October 30, 2024. As at the Latest Acceptance Time, valid acceptances in respect of a total of 13,138,898 Class A Ordinary Shares were received by the Registrar from the Accepting Shareholders under the Non-U.S. Offer and valid acceptances in respect of a total of 6,625,706 ADSs (equivalent to 19,877,118 Class A Ordinary Shares) were received by the Tender Agent from the Accepting ADS holders under the U.S. Offer. These represent approximately 70.4% of the Maximum Number to be bought back by the Company under the Offers and approximately 11.2% of the total Shares (on a one share one vote basis, and excluding the Class A Ordinary Shares issued to the Depositary for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the 2012 Plan and the 2022 Plan) in issue and outstanding as of the date of this announcement.

 

 

As a result, a total of 33,016,016 Class A Ordinary Shares will be bought back and cancelled by the Company on completion of the Offers, which is expected to take place on or before Friday, November 8, 2024. The total consideration payable by the Company for buying back the said Class A Ordinary Shares pursuant to the Offers is approximately HK$300,775,906.

 

CHANGES IN SHAREHOLDING STRUCTURE OF THE COMPANY

 

The following table sets forth (A) the shareholding structure of the Company as of the date of this announcement and immediately after the close of the Offers but prior to completion of the Offers and (B) the shareholding structure of the Company immediately after the completion of the Offers, assuming that (i) Mr. Zhou will simultaneously reduce his WVR in the Company by way of converting his Class B Ordinary Shares into Class A Ordinary Shares on a one to one ratio pursuant to the Listing Rules to the effect that the proportion of shares carrying WVR of the Company will not be increased; and (ii) no outstanding options or restricted share units granted pursuant to the 2012 Plan or the 2022 Plan will be exercised or vested from the date of this announcement up to and including the date of completion of the Offers.

 

		As of the date of this announcement and immediately after the close of the Offers but prior to completion of the Offers										Upon completion of the Offers
		Number of Shares		Approximate % of interest in the total issued and outstanding Shares (on a one share one vote basis)				Approximate % of voting rights				Number of Shares				Approximate % of interest in the total issued and outstanding Shares (on a one share one vote basis)				Approximate % of voting rights
Controlling Shareholders
–MO Holding Ltd (1)		19,460,912			6.6	%			4.3	%			21,407,800				8.2	%			5.3	%
		Class A											Class A
		Ordinary Shares											Ordinary Shares
		17,393,666			5.9	%			38.5	%			15,446,778				5.9	%			38.5	%
		Class B											Class B
Sub-total		Ordinary Shares 36,854,578			12.5	%			42.8	%			Ordinary Shares 36,854,578				14.1	%			43.9	%
		Shares											Shares

 

 

 

 

		As of the date of this announcement and immediately after the close of the Offers but prior to completion of the Offers												Upon completion of the Offers
		Number of Shares			Approximate % of interest in the total issued and outstanding Shares (on a one share one vote basis)					Approximate % of voting rights				Number of Shares				Approximate % of interest in the total issued and outstanding Shares (on a one share one vote basis)				Approximate % of voting rights
Director who holds Shares
–Mr. Dahai Li (2)			2,878,690				1.0	%			0.6	%			1,772,492				0.7	%			0.4	%
			Class A												Class A
			Ordinary Shares												Ordinary Shares
–Mr. Hanhui Sam Sun (3)			7,500				0.0	%			0.0	%			7,500				0.0	%			0.0	%
			Class A												Class A
			Ordinary Shares												Ordinary Shares
–Ms. Hope Ni (3)			7,500				0.0	%			0.0	%			7,500				0.0	%			0.0	%
			Class A												Class A
			Ordinary Shares												Ordinary Shares
–Mr. Derek Chen (3)			5,000				0.0	%			0.0	%			5,000				0.0	%			0.0	%
			Class A												Class A
			Ordinary Shares												Ordinary Shares
Parties acting in concert with the Company
–Deutsche Bank Concert Group (4)			–				–				–				–				–				–
Other Shareholders
Trustee of the 2022 Plan (5)			10,109,451				3.4	%			2.2	%			10,109,451				3.9	%			2.5	%
			Class A												Class A
			Ordinary Shares												Ordinary Shares
SAIF Shareholder (6)			12,028,878				4.1	%			2.7	%			9,028,878				3.4	%			2.3	%
			Class A												Class A
			Ordinary Shares												Ordinary Shares
Innovation Works Shareholders (6)			11,889,945				4.0	%			2.6	%			2,889,945				1.1	%			0.7	%
			Class A												Class A
			Ordinary Shares												Ordinary Shares
Qiming Shareholders (6)			10,201,891				3.5	%			2.3	%			4,309,897				1.6	%			1.1	%
			Class A												Class A
			Ordinary Shares												Ordinary Shares
Other shareholders			210,892,931				71.5	%			46.7	%			196,875,107				75.2	%			49.1	%
			Class A												Class A
			Ordinary Shares												Ordinary Shares
Total			294,876,364 Shares				100.0	%			100.0	%			261,860,348 Shares				100.0	%			100.0	%

 

Notes:

 

(1)

MO Holding Ltd is a company incorporated in the British Virgin Islands. As of the date of this announcement, more than 99% of the interest of MO Holding Ltd is held by South Ridge Global Limited, which is in turn wholly-owned by a trust that was established by Mr. Zhou (as the settlor) for the benefit of Mr. Zhou and his family. The remaining interest of MO Holding Ltd is held by Zhihu Holdings Inc., which is wholly-owned by Mr. Zhou. Upon completion of the Offers, Mr. Zhou, the WVR Beneficiary, will simultaneously reduce his WVR in the Company by way of converting the Class B Ordinary Shares held by MO Holding Ltd into Class A Ordinary Shares on a one to one ratio pursuant to the Listing Rules, such that the proportion of shares carrying WVR of the Company will not be increased.

 

 

(2)

As of the date of this announcement, this represents (i) 1,673,042 Class A Ordinary Shares held by Ocean Alpha Investment Limited, (ii) 1,106,198 Class A Ordinary Shares held by SEA & SANDRA Global Limited, and (iii) 99,450 Class A Ordinary Shares representing the ADSs held by Mr. Dahai Li. Upon completion of the Offers, this would represent (i) 1,673,042 Class A Ordinary Shares held by Ocean Alpha Investment Limited, and (ii) 99,450 Class A Ordinary Shares representing the ADSs held by Mr. Dahai Li.

 

The entire interest in Ocean Alpha Investment Limited is held by a trust that was established by Mr. Dahai Li for the benefit of him and his family. SEA & SANDRA Global Limited is wholly-owned by Mr. Dahai Li. Mr. Dahai Li is therefore deemed to be interested in the Shares held by Ocean Alpha Investment Limited and SEA & SANDRA Global Limited.

 

(3)

The relevant Directors are entitled to receive 10,000 restricted shares (the underlying Shares of which are Class A Ordinary Shares) pursuant to their respective director agreements with the Company. As of the date of this announcement, 75%, 75%, and 50% of the relevant restricted shares have become vested to Mr. Hanhui Sam Sun, Ms. Hope Ni, and Mr. Derek Chen, respectively.

 

(4)

Deutsche Bank has been appointed as the financial adviser to the Company in respect of the Offers. Accordingly, members of the Deutsche Bank Concert Group are presumed to be acting in concert with the Company in accordance with class 5 of the definition of “acting in concert” under the Takeovers Code.

 

As of the date of this announcement, members of the Deutsche Bank group do not legally or beneficially own, control, or have direction over any Class A Ordinary Shares or ADSs (except in respect of Class A Ordinary Shares or ADSs held by exempt principal traders or exempt fund managers or Class A Ordinary Shares or ADSs held on behalf of non-discretionary investment clients of other parts of the Deutsche Bank group).

 

(5)

This represents the Class A Ordinary Shares, which were purchased at the cost of the Company, held by the trustee of the 2022 Plan on trust for participants under the 2022 Plan to satisfy the future exercise or vesting of awards granted under the 2022 Plan.

 

(6)

Pursuant to the Irrevocable Undertakings, SAIF Shareholder, Innovation Works Shareholders, and Qiming Shareholders have irrevocably undertaken to the Company to tender 3,000,000, 9,000,000, and 5,891,994 Class A Ordinary Shares (including in the form of ADSs) for acceptance of the Offers, respectively.

 

(7)

The calculation is based on a total number of 277,482,698 Class A Ordinary Shares and 17,393,666 Class B Ordinary Shares issued and outstanding as of the date of this announcement (excluding the Class A Ordinary Shares issued to the Depositary for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the 2012 Plan and the 2022 Plan). In addition, percentage may not add up to 100% due to rounding.

 

Members of the Deutsche Bank Concert Group are presumed to be acting in concert with the Company in accordance with class 5 of the definition of “acting in concert” under the Takeovers Code. Neither the Company nor parties acting in concert with it held, controlled or directed any Shares and rights over Shares immediately before July 19, 2024 (being the commencement date of the Offer Period).

 

Save for the Class A Ordinary Shares to be acquired by the Company under the Offers, none of the Company nor parties acting in concert with it has acquired or agreed to acquire any Shares or rights over Shares during the Offer Period.

 

Neither the Company nor parties acting in concert with it has borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) in the Company during the Offer Period.

 

 

SETTLEMENT

 

A remittance for the total amount due to an Accepting Shareholder (through the Registrar and subject to deduction of the seller’s ad valorem stamp duty due on the buy-back of the Class A Ordinary Shares from the amount payable in cash) or an Accepting ADS holder (through the Paying Agent and subject to deduction of the ADS cancellation fees) under the Offers will be sent, as soon as possible, but in any event no later than 7 Business Days after the close of the Offers, i.e. on or before Friday, November 8, 2024.

 

If the Class A Ordinary Shares tendered under the Offers have not been bought back by the Company in full, the Title Documents in respect of the balance of such Class A Ordinary Shares or a replaced certificate therefor will be returned or sent to that Accepting Shareholder by ordinary post to that Accepting Shareholder’s registered address at that Accepting Shareholder’s own risk, as soon as possible, but in any event no later than 7 Business Days after the close of the Offers, i.e. on or before Friday, November 8, 2024.

 

ODD LOTS OF CLASS A ORDINARY SHARES

 

The Class A Ordinary Shares are currently traded in board lot of 100 Class A Ordinary Shares each on the Hong Kong Stock Exchange. There is no intention to change the board lot size as a result of the Offers. Accepting Shareholders should note that acceptance of the Offers may result in their holding of odd lots of Class A Ordinary Shares.

 

For this purpose, Computershare Hong Kong Investor Services Limited, whose address is at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (telephone number: +852 2862-8555, prior appointment required) has been appointed by the Company as the designated agent to, on a best effort basis, match sales and purchases of odd lot holdings of Class A Ordinary Shares in the market for a period of three weeks from the completion of the Offers to enable Accepting Shareholders to dispose of their odd lots or to top up their odd lots to whole board lots, i.e., from Friday, November 8, 2024 to Friday, November 29, 2024. Accepting Shareholders who would like to match odd lots are recommended to make an appointment in advance by dialing the telephone number of Computershare Hong Kong Investor Services Limited set out above. Such Accepting Shareholders should note that the matching of odd lots is not guaranteed.

 

	By Order of the Board
	Zhihu Inc. Yuan Zhou Chairman

 

Hong Kong, October 30, 2024

 

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

 

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

 

 

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