ZH Zhihu Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of June 2024

 

Commission File Number: 001-40253

 

 

Zhihu Inc.

(Registrant’s Name)

 

 

18 Xueqing Road

Haidian District, Beijing 100083

People’s Republic of China

(Address of Principal Executive Offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F x      Form 40-F ¨

 

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release—Zhihu Inc. Appoints New Chief Technology Officer
99.2		Announcement—(1) Resignation of Chief Technology Officer and Re-designation of a Director; and (2) Appointment of Chief Technology Officer

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

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

 

Date: June 5, 2024

 

 

 

Exhibit 99.1

 

Zhihu Inc. Appoints New Chief Technology Officer

 

BEIJING, June 5, 2024—Zhihu Inc. (NYSE: ZH; HKEX: 2390) (“Zhihu” or the “Company”), a leading online content community in China, today announced the appointment of Mr. Bin Sun as the Company’s chief technology officer, effective immediately. Mr. Dahai Li resigned as the Company’s chief technology officer due to his commitment of serving full-time as the chief executive officer of Modelbest, a technology start-up company dedicated to AI and large language models. Mr. Li will remain as a director of Zhihu.

 

“Words cannot fully express our appreciation for Dahai’s tremendous contributions to Zhihu’s technological development,” said Mr. Yuan Zhou, chairman of the board and chief executive officer of Zhihu. “I’m excited about Dahai’s new voyage with Modelbest, one of Zhihu’s partners in AI technology, and I wish him much success in this new endeavor. Meanwhile, I am pleased to welcome Mr. Bin Sun onboard with his strong technical background and extensive industry experience.”

 

Mr. Bin Sun commented, “I’m thrilled to join Zhihu as the chief technology officer at this pivotal moment in the era of generative AI. As technological innovations revolutionize the entire content industry, I look forward to driving progress and pioneering technological breakthroughs at Zhihu.”

 

Mr. Sun is a seasoned technology leader with extensive experience in leading technology teams and developing technology strategies. Prior to joining the Company, Mr. Sun served as the Vice President of iQIYI, Inc., where he spearheaded intelligent digital production, big data, and business intelligence initiatives. Prior to that, Mr. Sun served as the Deputy General Manager of Perfect World’s education business from 2015 to 2017. Before that, Mr. Sun served in various positions related to product and engineering at technology companies such as Microsoft and Yahoo from 2006 to 2015. Mr. Sun holds a Bachelor's and a Master's degree in Computer Science from Harbin Institute of Technology.

 

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 99.2

 

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.

 

Zhihu Inc.

(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)

(NYSE: ZH; HKEX: 2390)

 

(1) RESIGNATION OF CHIEF TECHNOLOGY OFFICER AND RE-DESIGNATION OF A DIRECTOR; AND

(2) APPOINTMENT OF CHIEF TECHNOLOGY OFFICER

 

RESIGNATION OF CHIEF TECHNOLOGY OFFICER AND RE-DESIGNATION OF EXECUTIVE DIRECTOR

 

The board (the “Board”) of directors (the “Directors”, and each, a “Director”) of Zhihu Inc. (the “Company”) announces that due to his business commitment of serving full-time as the chief executive officer of Beijing ModelBest Intelligent Technology Co., Ltd. (北京面壁智能科技有限 責任公司) (the “ModelBest”), a technology start-up company dedicated to AI and large language models, Mr. Dahai Li (李大海) (“Mr. Li”) resigns as the chief technology officer of the Company (the “Chief Technology Officer”) and has been re-designated from an executive Director to a non-executive Director for purposes of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) with effect from June 5, 2024 (the “Effective Date”).

 

Mr. Li confirmed that (i) he has no disagreement with the Board; and (ii) there is no matter relating to his resignation of the Chief Technology Officer and his re-designation from an executive Director to a non-executive Director that needs to be brought to the attention of the shareholders of the Company.

 

The Board would like to take this opportunity to express its sincere gratitude to Mr. Li for his service during the tenure as an executive Director and the Chief Technology Officer.

 

Mr. Dahai Li (李大海), aged 43, joined the Company in December 2015 and was appointed as the Chief Technology Officer and an executive Director in May 2018 and on March 25, 2021, respectively. Mr. Li holds directorship in several subsidiaries of the Company (including Beijing Zhihu Network Technology Co., Ltd.). Mr. Li is concurrently the director and chief executive officer of ModelBest, a portfolio investee of the Company, since March 2023 and June 2023, respectively. Following the resignation of Chief Technology Officer and re-designation of executive Director, Mr. Li will remain as a non-executive Director. Mr. Li received a bachelor’s degree in mathematics and applied mathematics from Beijing University of Chemical Technology in China in July 2003 and a master’s degree in mathematics from Peking University in July 2006. For Mr. Li’s work experience prior to joining the Company, please refer to page 45 of the 2023 annual report of the Company published on the Stock Exchange on April 26, 2024 (the “2023 Annual Report”).

 

 

As at the date of this announcement, Mr. Li was interested in 2,878,690 Class A ordinary shares of the Company, which are required to be disclosed under Part XV of the Securities and Futures Ordinance (Cap 571 of the Laws of Hong Kong) (the “SFO”). Please refer to pages 118 to 119 of the 2023 Annual Report for more details.

 

Pursuant to the service agreement between the Company and Mr. Li dated March 31, 2022, the term of appointment of him shall be three years from April 22, 2022. The term of service of Mr. Li is subject to retirement by rotation and re-election at the annual general meeting of the Company at least once every three years in accordance with the Memorandum and the Articles of Association of the Company. Under the aforesaid the service agreement, Mr. Li will not receive any director’s remuneration.

 

Save as disclosed above, and as far as the Board is aware, Mr. Li (i) does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholder of the Company, nor does he hold any other positions with the Company or any of its subsidiaries; (ii) is not interested or deemed to be interested in the shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO; and (iii) does not hold any other directorship in any Hong Kong or overseas listed companies and any other major appointments and qualifications in the past three year prior to the date of this announcement.

 

Save as disclosed above, there is no other information in relation to the appointment of Mr. Li that needs to be disclosed pursuant to any of the requirements set out in Rules 13.51(2)(h) to (v) of the Listing Rules and there is no other matters concerning Mr. Li that should be brought to the attention of the shareholders of the Company.

 

APPOINTMENT OF CHIEF TECHNOLOGY OFFICER

 

The Board is pleased to announce the appointment of Mr. Bin Sun (孫斌) (“Mr. Sun”) as the Chief Technology Officer with effect from the Effective Date.

 

Mr. Sun is a seasoned technology leader with extensive experience in leading technology teams and developing technology strategies. Prior to joining the Company, Mr. Sun served as the Vice President of iQIYI, Inc., where he spearheaded intelligent digital production, big data, and business intelligence initiatives. Prior to that, Mr. Sun served as the Deputy General Manager of Perfect World’s education business from 2015 to 2017. Before that, Mr. Sun served in various positions related to product and engineering at technology companies such as Microsoft and Yahoo from 2006 to 2015. Mr. Sun holds a Bachelor's and a Master's degree in Computer Science from Harbin Institute of Technology.

 

The Board would like to express its warm welcome to Mr. Sun on his appointment.

 

	By order of the Board
	Zhihu Inc.
	Yuan Zhou
	Chairman

 

Hong Kong, June 5, 2024

 

As of the date of this announcement, the Board comprises Mr. Yuan Zhou as 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.

 

 

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