Tencent Amends Zhihu Stake: Ownership Update Filed Jan 30

TL;DR

**Tencent just updated its Zhihu stake, watch for potential stock movement!**

AI Summary

Tencent Holdings Limited, a major shareholder in Zhihu Inc., filed an amended Schedule 13D on January 30, 2024, to update its beneficial ownership of Zhihu's Class A ordinary shares. This filing, Amendment No. 1, indicates a change in their holdings or their intent regarding their investment. For investors, this matters because significant changes by large institutional holders like Tencent can signal shifts in confidence or strategic direction for Zhihu, potentially influencing stock price and future corporate actions.

Why It Matters

This filing signals a potential change in Tencent's investment strategy or stake in Zhihu, which could impact investor sentiment and Zhihu's stock performance.

Risk Assessment

Risk Level: medium — Changes in major shareholder positions can introduce uncertainty or signal strategic shifts, posing a medium risk to current and prospective investors.

Analyst Insight

Investors should review the full amended filing to understand the specific changes in Tencent's ownership percentage or stated intentions, as this could influence Zhihu's stock performance and future corporate governance.

Key Numbers

• 0001835724 — Zhihu Inc.'s CIK (identifies Zhihu Inc. in SEC filings)
• 0001293451 — Tencent Holdings Ltd's CIK (identifies Tencent Holdings Ltd in SEC filings)
• 98955N108 — CUSIP Number (identifies Zhihu Inc.'s Class A ordinary shares (via ADSs))

Key Players & Entities

• Tencent Holdings Limited (company) — the reporting person and major shareholder of Zhihu Inc.
• Zhihu Inc. (company) — the subject company whose Class A ordinary shares are being reported
• January 30, 2024 (date) — the date of the event requiring the filing of this statement
• US$0.000125 (dollar_amount) — par value per Class A ordinary share of Zhihu Inc.

Forward-Looking Statements

• Tencent's updated stake could lead to increased market speculation regarding Zhihu's strategic direction or potential partnerships. (Zhihu Inc.) — medium confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.000125 — ) Class A ordinary shares, par value US$0.000125 per share (Title of Class of Securiti

Filing Documents

• dp206172_sc13da.htm (SC 13D/A) — 84KB
• dp206172_ex01.htm (EX-99.1) — 8KB
• dp206172_ex05.htm (EX-99.5) — 10KB
• dp206172_ex06.htm (EX-99.6) — 9KB
• 0000950103-24-001550.txt ( ) — 113KB

Security and Issuer

Item 1. Security and Issuer No change.

Identity and Background

Item 2. Identity and Background (a) – (c), (f): (a) – (c), (f) of Item 2 is hereby amended and restated in its entirety as follows: This Statement is being jointly filed by: (i) Tencent, a Cayman Islands company; (ii) Dandelion, a British Virgin Islands company and a wholly-owned subsidiary of Tencent; and (iii) Huang River, a British Virgin Islands company and a wholly-owned subsidiary of Tencent. Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into a joint filing agreement attached hereto as an exhibit, with respect to the joint filing of this Statement and any amendment or amendments hereto. The address of principal offices of each of the Reporting Persons is Level 29, Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong. Tencent is an integrated Internet services company providing services including value-added services, online advertising and FinTech and business services. It has been listed on the main board of the Hong Kong Stock Exchange since June 16, 2004 (SEHK 700). Each of Dandelion and Huang River is a wholly-owned subsidiary of Tencent and is principally engaged in the business of holding securities in portfolio companies in which Tencent invests. Attached hereto as Appendix A, and incorporated herein by reference, is information concerning each of the executive officers and directors of each of the Reporting Persons (collectively, the “ Related Persons ”), which is required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D. (d) – (e) None of the Reporting Persons nor any of Related Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration The last paragraph of Item 3 is hereby amended and restated in its entirety as follows: On January 30, 2024, as part of Tencent’s intra-group reorganization, Dandelion and Sogou Technology Hong Kong Limited (“ Sogou ”) transferred 20,457,894 Class A Ordinary Shares and 6,991,039 Class A Ordinary Shares, respectively, to Huang River. Following the foregoing transactions, each of Dandelion and Sogou ceased to beneficially own any Class A Ordinary Shares, and Huang River became the beneficial owner of a total of 27,448,933 Class A Ordinary Shares. The filing of this Amendment No. 1 constitutes an exit filing for Dandelion. Dandelion, Image Frame and Huang River obtained the funds from Tencent, its parent holding company, to acquire such securities of the Issuer. Tencent used its working capital to acquire such securities of the Issuer (including funding the contributions to Dandelion, Image Frame and Huang River). 4

Purpose of Transaction

Item 4. Purpose of Transaction No change.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a) – (b) of Item 5 are hereby amended and restated in its entirety as follows: Items 7 through 11 and Item 13 of each of the cover page of this Statement for the Reporting Persons are incorporated herein by reference. As of the date hereof, Huang River may be deemed to be the beneficial owner and deemed to have the sole power to vote or to direct the vote, and sole power to dispose or to direct the disposition, of 27,448,933 Class A Ordinary Shares held of record by it, representing 9.5% of the total issued and outstanding Class A Ordinary Shares. Tencent may be deemed to beneficially own, and deemed to have the sole power to vote or to direct the vote, and the sole power to dispose or to direct the disposition, of an aggregate of 38,066,599 Class A Ordinary Shares held of record by Image Frame and Huang River, both of which are subsidiaries of Tencent, representing 13.1% of the total issued and outstanding Class A Ordinary Shares. The beneficial ownership percentages above are calculated based on 289,573,989 Class A Ordinary Shares issued as of December 31, 2023, as disclosed in the current report on Form 6-K furnished to the United States Securities and Exchange Commission by the Issuer on January 8, 2024. The foregoing 289,573,989 Class A Ordinary Shares: (i) include Class A Ordinary Shares (including in the form of ADSs) that the Issuer has repurchased from the open market but has not cancelled as of that date; and (ii) as advised by the Issuer, include the Class A Ordinary Shares issued to the Issuer’s depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercising or vesting of awards granted under the Issuer’s share incentive plans. (c) To the knowledge of the Reporting Persons, none of the Related Persons has effected any transactions in the Class A Ordinary Shares during the past 60 days. (d) Except as disclosed in this Statement, no person is known to the Repo

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer No change.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits Exhibit No. 1 is hereby replaced in its entirety as follows: Exhibit Number Description of Exhibits 1 Joint Filing Agreement dated Feburary 1, 2024 by and between the Reporting Persons The following Exhibits No. 5 and 6 are hereby inserted to Item 7: Exhibit Number Description of Exhibits 5 Instrument of Transfer between Sogou Technology Hong Kong Limited and Huang River Investment Limited dated January 30, 2024 6 Instrument of Transfer between Dandelion Investment Limited and Huang River Investment Limited dated January 30, 2024 5 SIGNATURE After reasonable 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. Date: Feburary 1, 2024 TENCENT HOLDINGS LIMITED By: /s/ Huateng MA Name: Huateng MA Title: Director DANDELION INVESTMENT LIMITED By: /s/ Qingjie LI Name: Qingjie LI Title: Director HUANG RIVER INVESTMENT LIMITED By: /s/ Huateng MA Name: Huateng MA Title: Director 6 APPENDIX A EXECUTIVE OFFICERS AND DIRECTORS OF TENCENT HOLDINGS LIMITED The names of the directors and the names and titles of the executive officers of Tencent Holdings Limited and their principal occupations are set forth below. The business address of each of the directors or executive officers is Level 29, Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Tencent Holdings Limited. Name Present Principal Employment Citizenship Directors: Ma Huateng Chairman of the Board and Executive Director People’s Republic of China Jacobus Petrus (Koos) Bekker Non-Executive Director Republic of South Africa Charles St Leger Searle Non-Executive Director Republic of South Africa Li Dong Sheng Independent Non-Executive Director People’s Republic of China Ian Charles St

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