Exhibit (a)(1)(G)
Zhihu Inc.
![[MISSING IMAGE: lg_zhihiinc-4c.jpg]](lg_zhihiinc-4c.jpg){kind=small}
(A company controlled through weighted voting rights and incorporated in the Cayman Islands
with limited liability)
with limited liability)
(NYSE: ZH; HKEX: 2390)
NOTICE OF EXTRAORDINARY GENERAL MEETING
to be held on October 16, 2024
(or any adjourned or postponed meeting thereof)
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Zhihu Inc. will be held at 10:00 a.m., Beijing time, on October 16, 2024 at Room Landing, Floor 1, Zone B, China Industry-Academy-Research Achievement Transformation Center, 18A Xueqing Road, Haidian District, Beijing 100083, People’s Republic of China for the purposes of considering and, if thought fit, passing the following resolution (the “Proposed Resolution”). Capitalized terms used but not specifically defined herein shall have the meanings ascribed to such terms in the Offer Document dated September 9, 2024 and, for U.S. Shareholders and ADS holders only, in the U.S. Offer to Purchase dated September 9, 2024.
The following resolution (a) will be proposed to be considered and if thought appropriate passed as an ordinary resolution of the Company:
“THAT:
the conditional cash offers (the “Offers”) to buy back up to 46,921,448 Class A ordinary shares (“Class A Ordinary Share(s)”) (including in the form of American depositary shares (“ADS(s)”) of the Company at a price of HK$9.11 per Class A Ordinary Share (equivalent of US$3.50 per ADS) in cash and subject to the terms and conditions set out in the Offer Document (a copy of which marked “A” has been produced to the EGM and initialed by the chairman of the EGM for the purpose of identification) and, for U.S. Shareholders and ADS holders only, in the U.S. Offer to Purchase, together with the accompanying Form of Acceptance and ADS Letter of Transmittal dispatched to the shareholders (the “Shareholders”) and ADS holders of the Company and dated September 9, 2024 be approved, without prejudice and in addition to any existing authority of the Company under the general mandate to buy back Shares and/or ADSs granted by the Shareholders at the annual general meeting of the Company on June 26, 2024, and that any one of the directors of the Company be and is hereby authorized to execute all such documents (and, where necessary, to affix the seal of the Company thereon in accordance with the articles of association of the Company) with or without amendments and do all such things as such director considers desirable, necessary or expedient in connection with or to give effect to any matters relating to or in connection with the Offers including without limitation, completion of the buy-back of Class A Ordinary Shares (including in the form of ADSs) pursuant to the Offers.”
The passing of the Proposed Resolution requires approval by the holders of Class A Ordinary Shares and Class B Ordinary Shares of the Company who are Independent Shareholders by a simple majority of the votes cast by the members of the Company present and voting in person or by proxy at the EGM.
The quorum of the EGM shall be one or more members holding in aggregate not less than 10% of all votes attaching to all Shares in issue and entitled to vote at such general meeting (on a one vote per Share basis), present in person or by proxy.