BEIJING, April 8, 2022 /PRNewswire/ — Zhihu Inc. (NYSE: ZH) (“Zhihu” or the “Company”), the operator of Zhihu, a leading online content community in Chinatoday announced the launch of its global offering (the “Global Offering”) of 26,000,000 Class A common shares of the Company, which includes a hong kong public offering of 2,600,000 Class A common shares initially April 11, 2022, hong kong moment (the “Hong Kong Public Offering”) and an international offering of 23,400,000 shares of Class A common stock commencing today (the “International Offering”), and a dual primary listing (the in Hong Kong”) of its Class A ordinary shares on the main board of The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) under stock code “2390”.
the Business The American Depositary Shares (the “ADS”), two of which represent one Class A common share of the Company, will continue to be listed and traded on the New York Stock Exchange (“NYSE”). Investors in the Global Offering will only be able to purchase Class A ordinary shares and will not be able to take up ADS. Upon listing in Hong Kong, the Class A ordinary shares listed on the Hong Kong Stock Exchange will be fully fungible with the ADS listed on the NYSE.
The initial number of Class A ordinary shares under the Hong Kong public offer and the international offer represent 10% and 90%, respectively, of the total number of Class A ordinary shares initially available under the global offer, subject to reallocation and over-allotment. Subject to the level of oversubscription under the Hong Kong public offering and in accordance with the clawback mechanism, as described in the hong kong prospectus to be issued by the Company in hong kong date April 11, 2022, the aggregate number of Class A ordinary shares available under the Hong Kong public offering may be adjusted up to a maximum of 13,000,000 Class A ordinary shares, representing 50% of the ordinary shares of category A initially available as part of the global offer. In addition, certain selling shareholders intend to grant the international underwriters an over-allotment option to compel such selling shareholders to sell up to 3,900,000 additional Class A common shares under the international offer, representing up to 15 % of the total number of Class A shares Ordinary A shares initially available under the Global Offering.
The Offer price for the Hong Kong Public Offer (the “Hong Kong Offer Price”) will not exceed HK$51.80 per ordinary Class A share (the “Hong Kong Maximum Offering Price”), or $6.64 per Class A common share (equivalent to $3.32 per ADS). The offer price for the International Offer portion of the Global Offer (the “International Offer Price”) may be greater than or equal to the Hong Kong Maximum Offer Price. The International Offering Price will be set on or around April 14, 2022, hong kong time, taking into consideration, among other factors, the closing price of the ADSs on the NYSE on the last trading day at the latest April 14, 2022 and investor demand during the commercialization process. The final Hong Kong Offer Price will be set at the lower of the final International Offer Price and the Hong Kong Maximum Offer Price of HK$51.80 per Class A common share. The shares will trade in board lots of 100 Class A common shares.
All of the shares in the Global Offering are made up of sale shares intended to be sold by certain selling shareholders. The Company will not receive any net proceeds from the Global Offering. Selling shareholders will receive all of the net proceeds of the Global Offering.
Swiss credit (hong kong) Limited, JP Morgan Securities (Far East) Limited, China International Capital Corporation Hong Kong Securities Limited and CMB International Capital Limited are the co-sponsors of the proposed global offering. Swiss credit (hong kong) Limited, JP Morgan Securities (Asia Pacific) Limited, China International Capital Corporation Hong Kong Securities Limited and CMB International Capital Limited are the global co-coordinators of the proposed global offering. Swiss credit (hong kong) Limited, JP Morgan Securities (Asia Pacific) Limited, JP Morgan Securities LLC (in connection with the international offering only), China International Capital Corporation Hong Kong Securities Limited, CMB International Capital Limited, CCB International Capital Limited and Haitong International Securities Company Limited are the joint bookrunners and the co-leads. for the proposed Global Offer.
The International Offering is only made by means of a preliminary prospectus supplement dated April 8, 2022 and the accompanying prospectus included in an automatic shelf registration statement on Form F-3 filed with the United States Securities and Exchange Commission (the “SEC”) on April 8, 2022, which automatically took effect upon filing. The Shelf Registration Statement on Form F-3 and the Preliminary Prospectus Supplement are available on the SEC’s website at: http://www.sec.gov.
The proposed Global Offering is subject to market and other conditions, and there can be no assurance that or when the Global Offering will be completed, or as to the actual size or terms of the Global Offering. This press release does not constitute an offer to sell or the solicitation of an offer or an invitation to buy securities of the Company, and there will be no offer or sale of such securities in any state or other jurisdiction in which any such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. This press release does not constitute a prospectus (including as defined by the laws of hong kong) and potential investors should read the Company’s prospectus for detailed information about the Company and the proposed Global Offering, before deciding whether or not to invest in the Company. This press release has not been reviewed or approved by the Hong Kong Stock Exchange or the Securities and Futures Commission of hong kong.
The price of the Company’s Class A common stock may be stabilized in accordance with the Securities and Futures (Price Stabilization) Rules (Chapter 571W of the Laws of hong kong). Details of the intended stabilization and how it will be regulated under the Securities and Futures Ordinance (Cap 571 of the Laws of hong kong) will be contained in the hong kong prospectus of the Company dated April 11, 2022.
About Zhihu Inc.
Zhihu Inc. (NYSE: ZH) is the operator of Zhihu, a leading online content community in China, dedicated to empowering people to share their knowledge, experience and ideas, and find their own answers. Zhihu fosters a vibrant online community where users contribute and engage while respecting diversity and valuing constructiveness by promoting a culture of sincerity, expertise and respect developed over years of cultivation. Zhihu is China the largest Q&A-inspired online community and one of China’s top five comprehensive online content communities, both in terms of mobile monthly average users and revenue in 2021. For more information, please to visit https://ir.zhihu.com.
Safe Harbor Statement
This press release contains forward-looking statements. These statements are made pursuant to the “safe harbor” provisions of the United States 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 instances, forward-looking statements may be identified by words or phrases such as “may”, “will”, “expect”, “anticipate”, “target”, “aim”, “estimate”, ” intends to”, “plan”, “believe”, “future”, “potential”, “continue”, “is/are likely to” or other similar expressions. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the SEC. All information provided in this press release is as of the date of this press release and is based on assumptions the Company believes are reasonable as of such date, and the Company undertakes no obligation to update such information unless required under applicable law.
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