重大事件
外國發行人報告
6-K
2026-07-06
知乎提交6-K公告 披露近三個月回購約1,005.7萬股A類普通股 涉資約1,048萬美元
AI 繁中摘要
申報類型:6-K(美國SEC),附錄99.1為香港交易所翌日披露報表
知乎(Zhihu Inc.,股票代碼:02390)於2026年6月29日提交翌日披露報表,報告截至6月26日的股份變動及回購情況。期內公司維持已發行股份總數250,907,515股A類普通股,另設15,233,755股B類普通股,庫存股份維持為零。
重點在於股份回購活動:自2026年4月1日至6月26日期間,公司於紐約證券交易所合共回購約1,005.7萬股A類股份(以ADS形式,每1份ADS代表3股A類普通股),回購價格介乎約0.9833美元至1.2768美元每股(ADS價格約2.95美元),總回購金額約1,048萬美元。其中6月26日當天回購5,100股(1,700份ADS),價格0.9833美元,涉資5,015美元。所有回購股份均擬用於註銷,尚未完成註銷手續,故仍計入已發行股份。
該回購計劃獲股東於2025年6月25日授權,最高可回購26,300,429股,截至報告日已動用約38.24%授權額度。公司確認回購符合香港上市規則及美國當地法規,並設有30日靜默期(至2026年7月26日),期間不得發行新股或出售庫存股。
對投資者的潛在影響:持續回購反映管理層對公司價值的信心,有助於提升每股盈餘及支撐股價,但投資者需注意回購資金消耗及靜默期內暫無新融資活動。報告未提供業績或展望,屬常規披露。
展開英文正文
EX-99.1 2 tm2619742d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FF305 Page 1 of 8 v 1.3.0 Next Day Disclosure Return (Equity issuer - changes in issued shares or treasury shares, share buybacks and/or on-market sales of treasury shares) Instrument: Equity issuer Status: New Submission Name of Issuer: Zhihu Inc. Date Submitted: 29 June 2026 Section I must be completed by a listed issuer where there has been a change in its issued shares or treasury shares which is discloseable pursuant to rule 13.25A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”) (the “Main Board Rules”) or rule 17.27A of the Rules Governing the Listing of Securities on GEM of the Exchange (the “GEM Rules”). Section I 1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange Yes Stock code (if listed) 02390 Description A. Changes in issued shares or treasury shares Events Changes in issued shares (excluding treasury shares) Number of issued shares (excluding treasury shares) As a % of existing number of issued shares (excluding treasury shares) before the relevant event (Note 3) Changes in treasury shares Number of treasury shares Issue/ selling price per share (Note 4) Total number of issued shares Opening balance as at (Note 1) 25 June 2026 250,907,515 0 250,907,515 1). Other (please specify) See Part B Date of changes 26 June 2026 % Closing balance as at (Notes 5 and 6) 26 June 2026 250,907,515 0 250,907,515 FF305 Page 2 of 8 v 1.3.0 B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6) 1). Shares repurchased for cancellation but not yet canceled Date of changes 01 April 2026 328,488 0.122 % USD 0.9366 2). Shares repurchased for cancellation but not yet canceled Date of changes 02 April 2026 169,593 0.063 % USD 0.9938 3). Shares repurchased for cancellation but not yet canceled Date of changes 06 April 2026 391,761 0.145 % USD 1.0333 4). Shares repurchased for cancellation but not yet canceled Date of changes 07 April 2026 391,134 0.145 % USD 1.0268 5). Shares repurchased for cancellation but not yet canceled Date of changes 08 April 2026 279,687 0.104 % USD 1.0802 6). Shares repurchased for cancellation but not yet canceled Date of changes 09 April 2026 221,358 0.082 % USD 1.0885 7). Shares repurchased for cancellation but not yet canceled Date of changes 10 April 2026 365,856 0.136 % USD 1.0915 8). Shares repurchased for cancellation but not yet canceled Date of changes 13 April 2026 341,901 0.127 % USD 1.0864 9). Shares repurchased for cancellation but not yet canceled Date of changes 14 April 2026 347,052 0.129 % USD 1.136 10). Shares repurchased for cancellation but not yet canceled Date of changes 15 April 2026 230,343 0.085 % USD 1.179 11). Shares repurchased for cancellation but not yet canceled Date of changes 16 April 2026 366,780 0.136 % USD 1.2245 FF305 Page 3 of 8 v 1.3.0 12). Shares repurchased for cancellation but not yet canceled Date of changes 17 April 2026 422,766 0.157 % USD 1.2768 13). Shares repurchased for cancellation but not yet canceled Date of changes 20 April 2026 394,065 0.146 % USD 1.2564 14). Shares repurchased for cancellation but not yet canceled Date of changes 21 April 2026 368,010 0.136 % USD 1.2124 15). Shares repurchased for cancellation but not yet canceled Date of changes 22 April 2026 361,530 0.134 % USD 1.242 16). Shares repurchased for cancellation but not yet canceled Date of changes 05 June 2026 111,630 0.042 % USD 1.0357 17). Shares repurchased for cancellation but not yet canceled Date of changes 08 June 2026 123,270 0.046 % USD 1.0798 18). Shares repurchased for cancellation but not yet canceled Date of changes 09 June 2026 125,646 0.047 % USD 1.0525 19). Shares repurchased for cancellation but not yet canceled Date of changes 10 June 2026 89,463 0.034 % USD 1.0666 20). Shares repurchased for cancellation but not yet canceled Date of changes 11 June 2026 81,639 0.031 % USD 1.0545 21). Shares repurchased for cancellation but not yet canceled Date of changes 12 June 2026 58,401 0.022 % USD 1.0604 22). Shares repurchased for cancellation but not yet canceled Date of changes 15 June 2026 29,277 0.011 % USD 1.0722 23). Shares repurchased for cancellation but not yet canceled Date of changes 16 June 2026 104,325 0.039 % USD 1.06 FF305 Page 4 of 8 v 1.3.0 24). Shares repurchased for cancellation but not yet canceled Date of changes 17 June 2026 113,886 0.043 % USD 1.0473 25). Shares repurchased for cancellation but not yet canceled Date of changes 18 June 2026 105,207 0.04 % USD 1.0454 26). Shares repurchased for cancellation but not yet canceled Date of changes 22 June 2026 75,387 0.028 % USD 1.0284 27). Shares repurchased for cancellation but not yet canceled Date of changes 23 June 2026 102,600 0.039 % USD 1.0332 28). Shares repurchased for cancellation but not yet canceled Date of changes 24 June 2026 107,457 0.04 % USD 1.0218 29). Shares repurchased for cancellation but not yet canceled Date of changes 25 June 2026 122,250 0.046 % USD 0.9925 30). Shares repurchased for cancellation but not yet canceled Date of changes 26 June 2026 5,100 0.002 % USD 0.9833 Remarks: 1,700 ADS were repurchased on the New York Stock Exchange on June 26, 2026 (U.S. time) at US$2.95 per ADS. Each ADS represents three class A ordinary shares. The percentage as stated in the above "Changes in issued shares (excluding treasury shares) as a % of existing number of issued shares (excluding treasury shares) before the relevant event" column was calculated based on the Company's issued shares of 266,141,270 (comprising 250,907,515 Class A ordinary shares and 15,233,755 Class B ordinary shares). FF305 Page 5 of 8 v 1.3.0 Confirmation Not applicable Notes to Section I: 1. 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. 2. Please set out all changes in issued shares or treasury shares requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of changes. 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. 3. The percentage change in the number of issued shares (excluding treasury shares) of the listed issuer is to be calculated by reference to the opening balance of the number of issued shares (excluding treasury shares) being disclosed in this Next Day Disclosure Return. 4. In the case of a share repurchase or redemption, the “issue/ selling price per share” shall be construed as “repurchase price per share” or “redemption price per share”. Where shares have been issued/ sold/ repurchased/ redeemed at more than one price per share, a volume-weighted average price per share should be given. 5. The closing balance date is the date of the last relevant event being disclosed. 6. For repurchase or redemption of shares, disclosure is required when the relevant event has occurred (subject to the provisions of Main Board Rules 10.06(4)(a), 13.25A and 13.31 / GEM Rules 13.13(1), 17.27A and 17.35), even if the repurchased or redeemed shares have not yet been cancelled. If repurchased or redeemed shares are to be cancelled upon settlement of such repurchase or redemption after the closing balance date, they shall remain part of the issued shares as at the closing balance date in Part A. Details of these repurchased or redeemed shares shall be disclosed in Part B. 7. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases. 8. “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. FF305 Page 6 of 8 v 1.3.0 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). Repurchase report Section II 1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange Yes Stock code (if listed) 02390 Description A. Repurchase report Trading date Number of shares repurchased Method of repurchase (Note 1) Repurchase price per share or highest repurchase price per share $ Lowest repurchase price per share $ Aggregate price paid $ 1). 26 June 2026 5,100 On another stock exchange New York Stock Exchange USD 0.9833 USD 0.9833 USD 5,015 Total number of shares repurchased 5,100 Aggregate price paid $ USD 5,015 Number of shares repurchased for cancellation 5,100 Number of shares repurchased for holding as treasury shares 0 B. Additional information for issuer who has a primary listing on the Exchange 1). Date of the resolution granting the repurchase mandate 25 June 2025 2). Total number of shares which the issuer is authorised to repurchase under the repurchase mandate 26,300,429 3). Number of shares repurchased on the Exchange or another stock exchange under the repurchase mandate (a) 10,057,476 4). As a % of number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate (a) x 100 / number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate 3.824 % 5). Moratorium period for any issue of new shares, or sale or transfer of treasury shares after the share repurchase(s) set out in Part A (Note 2) Up to 26 July 2026 FF305 Page 7 of 8 v 1.3.0 We hereby confirm that the repurchases made on another stock exchange set out in Part A above were made in accordance with the Main Board Rules and that there have been no material changes to the particulars contained in the Explanatory Statement dated May 29, 2025, which has been filed with the Exchange. We also confirm that any repurchases made on another stock exchange set out in Part A above were made in accordance with the domestic rules applying to repurchases on that other stock exchange. Notes to Section II: 1. Please state whether the repurchase was made on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer. 2. Subject to the carve-out set out in Main Board Rule 10.06(3)(a)/ GEM Rule 13.12, an issuer may not (i) make a new issue of shares, or a sale or transfer of any treasury shares; or (ii) announce a proposed new issue of shares, or a sale or transfer of any treasury shares, for a period of 30 days after any purchase by it of shares, whether on the Exchange or otherwise, without the prior approval of the Exchange. FF305 Page 8 of 8 v 1.3.0 Section III must also be completed by a listed issuer where it has made a sale of treasury shares on the Exchange or any other stock exchange on which the issuer is listed which is discloseable under Main Board Rule 10.06B / GEM Rule 13.14B. Report of on-market sale of treasury shares Not applicable Submitted by: Lau Yee Wa (Name) Title: Company Secretary (Director, Secretary or other Duly Authorised Officer)