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 November 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. Reports Unaudited Third Quarter 2024 Financial Results
99.2		Announcement—Continuing Connected Transactions

 

 

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: November 26, 2024

 

 

 

Exhibit 99.1

 

Zhihu Inc. Reports Unaudited Third Quarter 2024 Financial Results

 

BEIJING, China, November 26, 2024 — Zhihu Inc. (“Zhihu” or the “Company”) (NYSE: ZH; HKEX: 2390), a leading online content community in China, today announced its unaudited financial results for the quarter ended September 30, 2024.

 

Third Quarter 2024 Highlights

 

·

Total revenues were RMB845.0 million (US$120.4 million) in the third quarter of 2024, compared with RMB1,022.2 million in the same period of 2023.

 

·

Gross margin expanded to 63.9% in the third quarter of 2024 from 53.7% in the same period of 2023.

 

·

Net loss was RMB9.0 million (US$1.3 million) in the third quarter of 2024, narrowed by 96.8% from the same period of 2023.

 

·

Adjusted net loss (non-GAAP)[1] was RMB13.1 million (US$1.9 million) in the third quarter of 2024, narrowed by 94.2% from the same period of 2023.

 

·

Average monthly active users (MAUs)[2] were 81.1 million in the third quarter of 2024.

 

·

Average monthly subscribing members[3] were 16.5 million in the third quarter of 2024.

 

“In the third quarter, we strengthened our commitment to reducing losses and executed our strategies with precision,” said Mr. Yuan Zhou, chairman and chief executive officer of Zhihu. “Our community ecosystem optimization has produced multiple positive outcomes, including steady improvements across key user health metrics and quarter-over-quarter MAU growth. We also revitalized our content creators’ confidence, leading to enhanced content quality, elevated engagement, and a thriving community atmosphere. Furthermore, user visits to Zhihu Zhida, our AI-powered search tool, have increased rapidly. Building on this momentum, we introduced the ‘Professional Search’ feature, which represents a meaningful step forward in building our differentiated approach in exploring deeper, specialized scenarios. Going forward, we will remain dedicated to enhancing the user experience and deepening community trustworthiness to unlock the full potential of Zhihu's brand and user base.”

 

Mr. Han Wang, chief financial officer of Zhihu, added, “We continued to improve profitability and achieved another milestone, delivering our lowest quarterly loss since our U.S. IPO. In the third quarter, our gross profit margin expanded to 63.9%, with total costs and operating expenses decreasing year-over-year by 35.6% and 30.5%, respectively, driven by enhanced operational efficiency and disciplined cost management. Looking ahead, we will dedicate more resources to strategically exploring business models that reinforce Zhihu’s high-value brand image and distinctive user positioning. In the long-term, we aim to achieve sustainable profitability growth, empowering substantial value returns to our shareholders.”

 

 

Third Quarter 2024 Financial Results

 

Total revenues were RMB845.0 million (US$120.4 million) in the third quarter of 2024, compared with RMB1,022.2 million in the same period of 2023.

 

Marketing services revenue was RMB256.6 million (US$36.6 million), compared with RMB383.0 million in the same period of 2023. The decrease was primarily due to our proactive and ongoing refinement of service offerings to strategically focus on margin improvement.

 

Paid membership revenue was RMB459.4 million (US$65.5 million), compared with RMB466.8 million in the same period of 2023. The slight decrease was primarily attributable to a marginal decline in our average revenue per subscribing member.

 

Vocational training revenue was RMB105.1 million (US$15.0 million), compared with RMB144.8 million in the same period of 2023. The decrease was primarily driven by lower revenue contributions from our acquired businesses, partially offset by the growth of our self-operated course offerings.

 

Other revenues were RMB23.9 million (US$3.4 million), compared with RMB27.6 million in the same period of 2023.

 

Cost of revenues decreased by 35.6% to RMB304.9 million (US$43.4 million) from RMB473.7 million in the same period of 2023. The decrease was primarily due to reduced content and operating costs associated with the decline in our revenues, and a decrease in cloud services and bandwidth costs resulting from our improved technological efficiency.

 

Gross profit was RMB540.1 million (US$77.0 million), compared with RMB548.5 million in the same period of 2023. Gross margin expanded to 63.9% from 53.7% in the same period of 2023, primarily attributable to our monetization enhancements and improvements in our operating efficiency.

 

Total operating expenses decreased by 30.5% to RMB624.5 million (US$89.0 million) from RMB898.6 million in the same period of 2023.

 

Selling and marketing expenses decreased by 27.4% to RMB388.0 million (US$55.3 million) from RMB534.3 million in the same period of 2023. The decrease was primarily due to more disciplined promotional spending and a decrease in personnel-related expenses.

 

Research and development expenses decreased by 28.2% to RMB179.3 million (US$25.5 million) from RMB249.7 million in the same period of 2023. The decrease was primarily attributable to more efficient spending on technology innovation and a decrease in personnel-related expenses.

 

General and administrative expenses decreased by 50.1% to RMB57.2 million (US$8.1 million) from RMB114.6 million in the same period of 2023. The decrease was primarily attributable to lower share-based compensation expenses.

 

 

Loss from operations narrowed by 75.9% to RMB84.3 million (US$12.0 million) from RMB350.1 million in the same period of 2023.

 

Adjusted loss from operations (non-GAAP)^[1] narrowed by 70.3% to RMB87.8 million (US$12.5 million) from RMB295.9 million in the same period of 2023.

 

Net loss narrowed by 96.8% to RMB9.0 million (US$1.3 million) from RMB278.4 million in the same period of 2023.

 

Adjusted net loss (non-GAAP)^[1] narrowed by 94.2% to RMB13.1 million (US$1.9 million) from RMB225.3 million in the same period of 2023.

 

Diluted net loss per American depositary share (“ADS”) ^[4] was RMB0.11 (US$0.02), compared with RMB2.81 in the same period of 2023.

 

Cash and cash equivalents, term deposits, restricted cash and short-term investments

 

As of September 30, 2024, the Company had cash and cash equivalents, term deposits, restricted cash and short-term investments of RMB5,048.0 million (US$719.3 million), compared with RMB5,462.9 million as of December 31, 2023.

 

Share Repurchase Programs

 

As of September 30, 2024, the Company had repurchased 31.1 million Class A ordinary shares (including Class A ordinary shares underlying the ADSs) for a total price of US$66.5 million on both the New York Stock Exchange and The Stock Exchange of Hong Kong Limited under the Company’s existing US$100 million share repurchase program (the “2022 Repurchase Program”), established in May 2022 and extended until June 26, 2025. In addition, a concurrent share repurchase program (the “2024 Repurchase Program”) was established in June 2024 and will remain effective until June 26, 2025. The maximum number of shares (including shares underlying the ADSs) that can be repurchased under the 2024 Repurchase Program, together with the remaining number of shares (including shares underlying the ADSs) that can be repurchased under the 2022 Repurchase Program, will not exceed 10% of the total number of issued shares of the Company (excluding any treasury shares) as of June 26, 2024, the date of the resolution granting the general unconditional mandate to purchase the Company’s own shares approved by shareholders.

 

In addition, as previously announced, the Company recently conducted an all cash tender offer and repurchased a total of 33,016,016 Class A ordinary shares tendered (including 19,877,118 Class A ordinary shares in the form of 6,625,706 ADSs), representing approximately 11.2% of the Company’s total issued and outstanding ordinary shares before the repurchase. The total consideration for these Class A ordinary shares is approximately HK$300 million. These shares were repurchased and canceled on November 8, 2024.

 

^[1] Adjusted loss from operations and adjusted net loss are non-GAAP financial measures. For more information on the non-GAAP financial measures, please see the section “Use of Non-GAAP Financial Measures” and the table captioned “Unaudited Reconciliations of GAAP and Non-GAAP Results” set forth at the end of this press release.

 

 

^[2] MAUs refers to the sum of the number of mobile devices that launch our mobile apps at least once in a given month, or mobile MAUs, and the number of logged-in users who visit our PC or mobile website at least once in a given month, after eliminating duplicates.

 

^[3] Monthly subscribing members refers to the number of our Yan Selection members in a specified month. Average monthly subscribing members for a period is calculated by dividing the sum of monthly subscribing members for each month during the specified period by the number of months in such period.

 

^[4] On May 10, 2024, we effected a change in the ratio of our ADSs to Class A ordinary shares from two ADSs representing one Class A ordinary share to a new ratio of one ADS representing three Class A ordinary shares. Basic and diluted net loss per ADS have been retrospectively adjusted to reflect this ADS ratio change for all periods presented.

 

Conference Call

 

The Company’s management will host an earnings conference call at 6:00 a.m. U.S. Eastern Time on November 26, 2024 (7:00 p.m. Beijing/Hong Kong time on November 26, 2024).

 

All participants wishing to join the conference call must pre-register online using the link provided below. Once the pre-registration has been completed, each participant will receive a set of dial-in numbers, a passcode, and a unique registrant ID which can be used to join the conference call. Participants may pre-register at any time, including up to and after the call start time.

 

Participant Online Registration: https://dpregister.com/sreg/10194497/fdf969aff8

 

Additionally, a live and archived webcast of the conference call will be available on the Company’s investor relations website at https://ir.zhihu.com.

 

A replay of the conference call will be accessible approximately one hour after the conclusion of the live call, until December 3, 2024, by dialing the following telephone numbers:

 

United States (toll free):	+1-877-344-7529
International:	+1-412-317-0088
Replay Access Code:	3486495

 

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.

 

 

Use of Non-GAAP Financial Measures

 

In evaluating the business, the Company considers and uses non-GAAP financial measures, such as adjusted loss from operations and adjusted net loss, to supplement the review and assessment of its operating performance. The Company defines non-GAAP financial measures by excluding the impact of share-based compensation expenses, amortization of intangible assets resulting from business acquisitions and the tax effects of the non-GAAP adjustments, which are non-cash expenses. The Company believes that the non-GAAP financial measures facilitate comparisons of operating performance from period to period and company to company by adjusting for potential impacts of items, which the Company’s management considers to be indicative of its operating performance. The Company believes that the non-GAAP financial measures provide useful information to investors and others in understanding and evaluating the Company’s consolidated results of operations in the same manner as they help the Company’s management.

 

The non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. The presentation of the non-GAAP financial measures may not be comparable to similarly titled measures presented by other companies. The use of the non-GAAP financial measures has limitations as an analytical tool, and investors should not consider them in isolation from or as a substitute for analysis of our results of operations or financial condition as reported under U.S. GAAP. For more information on the non-GAAP financial measures, please see the tables captioned “Unaudited Reconciliations of GAAP and Non-GAAP Results” set forth at the end of this press release.

 

Exchange Rate Information

 

This announcement contains translations of certain Renminbi amounts into U.S. dollars at a specified rate solely for the convenience of the reader. Unless otherwise noted, all translations from Renminbi to U.S. dollars were made at a rate of RMB7.0176 to US$1.00, the exchange rate in effect as of September 30, 2024 as set forth in the H.10 statistical release of the Federal Reserve Board.

 

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

 

 

ZHIHU INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(All amounts in thousands, except share, ADS, per share data and per ADS data)

 

		For the Three Months Ended																For the Nine Months Ended
		September 30, 2023				June 30, 2024				September 30, 2024								September 30, 2023				September 30, 2024
		RMB				RMB				RMB				US$				RMB				RMB				US$
Revenues:
Marketing services			382,962				343,979				256,631				36,570				1,187,839				931,152				132,688
Paid membership			466,784				432,652				459,387				65,462				1,370,651				1,341,763				191,200
Vocational training			144,795				133,633				105,058				14,971				396,313				384,127				54,738
Others			27,622				23,546				23,944				3,412				105,789				82,651				11,778
Total revenues			1,022,163				933,810				845,020				120,415				3,060,592				2,739,693				390,404
Cost of revenues			(473,712	)			(377,266	)			(304,879	)			(43,445	)			(1,437,844	)			(1,099,529	)			(156,682	)
Gross profit			548,451				556,544				540,141				76,970				1,622,748				1,640,164				233,722
Selling and marketing expenses			(534,328	)			(416,985	)			(388,049	)			(55,297	)			(1,520,486	)			(1,282,988	)			(182,824	)
Research and development expenses			(249,662	)			(209,323	)			(179,261	)			(25,544	)			(668,867	)			(585,940	)			(83,496	)
General and administrative expenses			(114,564	)			(114,107	)			(57,161	)			(8,145	)			(327,462	)			(264,185	)			(37,646	)
Total operating expenses			(898,554	)			(740,415	)			(624,471	)			(88,986	)			(2,516,815	)			(2,133,113	)			(303,966	)
Loss from operations			(350,103	)			(183,871	)			(84,330	)			(12,016	)			(894,067	)			(492,949	)			(70,244	)
Other income/(expenses):
Investment income			11,617				21,811				13,679				1,949				29,416				52,392				7,466
Interest income			40,363				26,754				31,136				4,437				119,843				88,653				12,633
Fair value change of financial instruments			(7,352	)			31,412				6,887				981				(19,950	)			47,707				6,798
Exchange (losses)/gains			(393	)			289				(1,097	)			(156	)			1,034				(688	)			(98	)
Others, net			27,227				15,947				23,799				3,391				34,204				42,789				6,097
Loss before income tax			(278,641	)			(87,658	)			(9,926	)			(1,414	)			(729,520	)			(262,096	)			(37,348	)
Income tax benefits/(expenses)			256				7,063				949				135				(6,903	)			6,728				959
Net loss			(278,385	)			(80,595	)			(8,977	)			(1,279	)			(736,423	)			(255,368	)			(36,389	)
Net income attributable to noncontrolling interests			(289	)			(2,144	)			(1,514	)			(216	)			(3,447	)			(2,708	)			(386	)
Net loss attributable to Zhihu Inc.’s shareholders			(278,674	)			(82,739	)			(10,491	)			(1,495	)			(739,870	)			(258,076	)			(36,775	)
Net loss per share
Basic			(0.94	)			(0.30	)			(0.04	)			(0.01	)			(2.45	)			(0.92	)			(0.13	)
Diluted			(0.94	)			(0.30	)			(0.04	)			(0.01	)			(2.45	)			(0.92	)			(0.13	)
Net loss per ADS (One ADS represents three Class A ordinary shares)
Basic			(2.81	)			(0.89	)			(0.11	)			(0.02	)			(7.35	)			(2.77	)			(0.39	)
Diluted			(2.81	)			(0.89	)			(0.11	)			(0.02	)			(7.35	)			(2.77	)			(0.39	)
Weighted average number of ordinary shares outstanding
Basic			297,742,064				279,241,647				277,309,431				277,309,431				302,063,397				279,367,448				279,367,448
Diluted			297,742,064				279,241,647				277,309,431				277,309,431				302,063,397				279,367,448				279,367,448

 

 

ZHIHU INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)

(All amounts in thousands, except share, ADS, per share data and per ADS data)

 

		For the Three Months Ended																For the Nine Months Ended
		September 30, 2023				June 30, 2024				September 30, 2024								September 30, 2023				September 30, 2024
		RMB				RMB				RMB				US$				RMB				RMB				US$
Share-based compensation expenses included in:
Cost of revenues			1,630				750				1,016				145				8,176				4,263				608
Selling and marketing expenses			5,741				(6,063	)			547				78				20,883				(2,244	)			(320	)
Research and development expenses			13,758				4,439				6,233				888				49,904				14,352				2,045
General and administrative expenses			27,662				33,515				(14,767	)			(2,104	)			78,193				35,111				5,003

 

 

ZHIHU INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(All amounts in thousands)

 

		As of December 31, 2023				As of September 30, 2024
		RMB				RMB				US$
ASSETS
Current assets:
Cash and cash equivalents			2,106,639				3,214,074				458,002
Term deposits			1,586,469				993,111				141,517
Short-term investments			1,769,822				789,020				112,434
Restricted cash			-				51,774				7,378
Trade receivables			664,615				445,288				63,453
Amounts due from related parties			18,319				48,498				6,911
Prepayments and other current assets			232,016				207,843				29,617
Total current assets			6,377,880				5,749,608				819,312
Non-current assets:
Property and equipment, net			10,849				9,625				1,372
Intangible assets, net			122,645				58,048				8,272
Goodwill			191,077				126,344				18,004
Long-term investments, net			44,621				51,177				7,292
Right-of-use assets			40,211				13,327				1,899
Other non-current assets			7,989				456				65
Total non-current assets			417,392				258,977				36,904
Total assets			6,795,272				6,008,585				856,216
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities			1,038,531				893,532				127,327
Salary and welfare payables			342,125				226,866				32,328
Taxes payables			21,394				15,093				2,151
Contract liabilities			303,574				278,735				39,719
Amounts due to related parties			26,032				7,849				1,119
Short-term lease liabilities			42,089				16,031				2,284
Short-term borrowings			-				51,774				7,378
Other current liabilities			171,743				148,584				21,173
Total current liabilities			1,945,488				1,638,464				233,479
Non-current liabilities
Long-term lease liabilities			3,642				2,630				375
Deferred tax liabilities			22,574				7,430				1,059
Other non-current liabilities			121,958				14,998				2,137
Total non-current liabilities			148,174				25,058				3,571
Total liabilities			2,093,662				1,663,522				237,050
Total Zhihu Inc.’s shareholders’ equity			4,599,810				4,289,054				611,185
Noncontrolling interests			101,800				56,009				7,981
Total shareholders’ equity			4,701,610				4,345,063				619,166
Total liabilities and shareholders’ equity			6,795,272				6,008,585				856,216

 

 

ZHIHU INC.

UNAUDITED RECONCILIATIONS OF GAAP AND NON-GAAP RESULTS

(All amounts in thousands)

 

		For the Three Months Ended																For the Nine Months Ended
		September 30, 2023				June 30, 2024				September 30, 2024								September 30, 2023				September 30, 2024
		RMB				RMB				RMB				US$				RMB				RMB				US$
Loss from operations			(350,103	)			(183,871	)			(84,330	)			(12,016	)			(894,067	)			(492,949	)			(70,244	)
Add:
Share-based compensation expenses			48,791				32,641				(6,971	)			(993	)			157,156				51,482				7,336
Amortization of intangible assets resulting from business acquisitions			5,365				4,115				3,490				497				14,220				12,970				1,848
Adjusted loss from operations			(295,947	)			(147,115	)			(87,811	)			(12,512	)			(722,691	)			(428,497	)			(61,060	)
Net loss			(278,385	)			(80,595	)			(8,977	)			(1,279	)			(736,423	)			(255,368	)			(36,389	)
Add:
Share-based compensation expenses			48,791				32,641				(6,971	)			(993	)			157,156				51,482				7,336
Amortization of intangible assets resulting from business acquisitions			5,365				4,115				3,490				497				14,220				12,970				1,848
Tax effects on non-GAAP adjustments			(1,069	)			(756	)			(600	)			(85	)			(2,738	)			(2,425	)			(346	)
Adjusted net loss			(225,298	)			(44,595	)			(13,058	)			(1,860	)			(567,785	)			(193,341	)			(27,551	)

 

 

 

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)

 

CONTINUING CONNECTED TRANSACTIONS

(1) RENEWAL OF THE EXISTING TENCENT

FRAMEWORK AGREEMENT AND THE EXISTING CHINA LITERATURE FRAMEWORK AGREEMENT

AND 

(2) ENTERING INTO THE TENCENT PAYMENT SERVICES FRAMEWORK AGREEMENT

 

 

 

 

INTRODUCTION

 

Reference is made to the Prospectus in relation to the Existing Agreements.

 

As the Existing Agreements will expire on December 31, 2024, and given that the Group intends to continue carrying out the transactions under the Existing Agreements, the Board is pleased to announce that on November 26, 2024, Zhizhe Sihai (a wholly-owned subsidiary of the Company) (on behalf of the Group) and Tencent Computer entered into the 2025 Tencent Framework Agreement and Zhizhe Tianxia (a wholly-owned consolidated affiliated entity of the Company) (on behalf of the Group) and Shanghai Yueting entered into the 2025 China Literature Framework Agreement to renew the respective Existing Tencent Framework Agreement and the Existing China Literature Framework Agreement, and its respective annual caps, for a term of three years effective from January 1, 2025.

 

On November 26, 2024, Zhizhe Sihai (on behalf of the Group) and Tencent Computer entered into the Tencent Payment Services Framework Agreement, pursuant to which the Represented Tencent Group shall provide the Payment Services to the Group for the period commencing from December 1, 2024 to December 31, 2026.

 

2025 TENCENT FRAMEWORK AGREEMENT

 

On November 26, 2024, Zhizhe Sihai (on behalf of the Group) and Tencent Computer entered into the 2025 Tencent Framework Agreement to renew the Existing Tencent Framework Agreement in relation to (a) the provision of marketing services by the Group, and (b) the provision of cloud services and technical services by the Represented Tencent Group, the principal terms of which are set out below:

 

Date:

November 26, 2024

 

Parties:

(i)

Zhizhe Sihai (for itself and on behalf of other members of the Group); and

 

(ii)

Tencent Computer (for itself and on behalf of the Represented Tencent Group)

 

Term:

from January 1, 2025 to December 31, 2027

 

 

Transactions:

 

A.

Marketing Services

 

Transaction description

 

Pursuant to the 2025 Tencent Framework Agreement, the Group shall provide the following marketing services (the “Marketing Services”):

 

(a)

provide marketing services to the Represented Tencent Group by displaying online advertisement materials provided by the Represented Tencent Group or creating and displaying collaborative content on the Group’s online platforms; and

 

(b)

provide marketing services through the You Liang Hui (優量匯) platform or other digital advertising platforms operated by the Represented Tencent Group (“Tencent Advertising Platforms”) by displaying online advertisement materials for the advertising partners of Tencent Advertising Platforms on the Group’s online platforms. The Tencent Advertising Platforms are platforms that connect buyers (i.e. the advertising partners) and suppliers of digital advertising resources. Through such platforms, Tencent cooperates with and distributes to advertising partners advertising resources provided by suppliers that use such platforms. The Group participates in such platforms as a supplier of marketing services and displays on the Group’s online platforms the advertisement materials for the advertising partners connected through such platforms.

 

Pricing Policies

 

In return for the provision of the Marketing Services, the Represented Tencent Group will pay the Group service fees in the following manner:

 

(a)

For marketing services to the Represented Tencent Group, the service fees will be determined based on arm’s length negotiation between the parties based on the Zhihu Brand Advertisement Quotation Sheet (知乎品牌廣告刊例報價單) the Group issues from time to time. The Zhihu Brand Advertisement Quotation Sheet sets out standard fixed prices for marketing services based on the platform (e.g. website, mobile site or App), type and format of the advertisement (e.g. launch screen, banner, video, graphic, text etc.), and position of the advertisement (e.g. on the main page or recommended page or in a question list etc.). The Zhihu Brand Advertisement Quotation Sheet applies to all the marketing services customers of the Group, including the Represented Tencent Group and other independent third parties.

 

(b)

For displaying online advertisement materials of the users of Tencent Advertising Platforms, the service fees shall be determined based on arm’s length negotiation between the parties with reference to (i) the costs of different marketing and promotion resources of the Group, and (ii) the prevailing market rates in the industry for comparable services with similar attributes. The Company will take into account the service fees charged by the Group to third party customers for comparable services.

 

 

The Group will only enter into a specific marketing service agreement under the 2025 Tencent Framework Agreement if (i) the terms and conditions are fair and reasonable and based on normal or no less favorable commercial terms as compared to the Group’s provision of similar marketing services to other customers who are independent third parties; and (ii) it is in the best interests of the Group and the Shareholders as a whole.

 

Historical transaction amounts

 

The historical transaction amounts for the provision of the Marketing Services pursuant to the Existing Tencent Framework Agreement for each of the two years ended December 31, 2023 and the six months ended June 30, 2024 were approximately RMB23.4 million, RMB24.3 million and RMB4.8 million, respectively.

 

Annual caps

 

Pursuant to the 2025 Tencent Framework Agreement, the relevant annual caps for the provision of the Marketing Services for each of the three years ending December 31, 2027 shall not exceed RMB58.5 million, RMB73.0 million and RMB91.0 million, respectively.

 

Basis for the annual caps

 

The annual caps for the Marketing Services under 2025 Tencent Framework Agreement were determined with reference to:

 

(i)

the historical transaction amounts for the two years ended December 31, 2023 and the six months ended June 30, 2024 for the marketing services under the Existing Tencent Framework Agreement;

 

(ii)

the expected demand of the Represented Tencent Group for the Marketing Services in light of its advertising strategy and budget taking into account a reasonable buffer; and

 

(iii)

the Group’s expected allocation of its advertising resources.

 

 

B.

Cloud Services and Technical Services

 

Transaction description

 

Pursuant to the 2025 Tencent Framework Agreement, the Represented Tencent Group will provide cloud services and other cloud-related technical services to the Group for service fees, and the cloud services and other cloud-related technical services include but are not limited to computing and network, cloud servers, cloud database, cloud security, monitoring and management, domain name resolution services, video services, big data and AI and other products and services (the “Cloud Services and Technical Services”).

 

Pricing policies

 

Before entering into any cloud services and technical services subsequent agreement pursuant to the 2025 Tencent Framework Agreement, the Group will assess the business needs and compare the terms and conditions, and services proposed by the Represented Tencent Group with those offered by other competent service providers who are independent third parties. The service fee will be reached by the parties through arm’s length negotiations based on the fee rates disclosed on the relevant official platforms or websites of the Represented Tencent Group. In addition, the Group will take into account a number of factors, including but not limited to (i) the quality, reliability and stability of cloud and technical services of different service providers; and (ii) their respective service fee rates. The Group will only enter into a cloud services and technical services agreement with the Represented Tencent Group if (i) the terms and conditions are fair and reasonable and based on normal or no less favorable commercial terms than those offered by other independent third party service providers who can provide comparable services; and (ii) it is in the best interests of the Group and the Shareholders as a whole.

 

Historical transaction amounts

 

The historical transaction amounts for the provision of Cloud Services and Technical Services pursuant to the Existing Tencent Framework Agreement for each of the two years ended December 31, 2023 and the six months ended June 30, 2024 were approximately RMB132.6 million, RMB19.9 million and RMB7.1 million, respectively.

 

Annual caps

 

Pursuant to the 2025 Tencent Framework Agreement, the relevant annual caps for the provision of the Cloud Services and Technical Services for each of the three years ending December 31, 2027 shall not exceed RMB45.0 million, RMB56.0 million and RMB70.0 million, respectively.

 

 

Basis for the annual caps

 

The annual caps for the Cloud Services and Technical Services under the 2025 Tencent Framework Agreement were determined with reference to:

 

(i)

the historical transaction amounts and trend for the two years ended December 31, 2023 and the six months ended June 30, 2024 for the cloud services and technical services under the Existing Tencent Framework Agreement; and

 

(ii)

the expected traffic level, content expansion and user engagement trend on the Group’s Zhihu platforms which are the drivers of the demand for cloud and technical services. The Group expects its demand for cloud services from the Represented Tencent Group will align with the efforts to better support the Group’s development in content expansion, user growth, and AI exploration, and in accordance with the Group’s business operational strategy that, if the terms and conditions offered by the Represented Tencent Group are more favorable to the Group as compared to other independent third party service providers, the Company will engage the Represented Tencent Group for the provision of such services more frequently.

 

Reasons and benefits for the renewal of the Existing Tencent Framework Agreement

 

Provision of marketing services through the Zhihu platforms is part of the Group’s ordinary business. The Represented Tencent Group is one of the Group’s valued long-term customers of the marketing services and the Group expects to continue to provide marketing services to the Represented Tencent Group.

 

The Group requires cloud and related technical services as the Group operates Zhihu platforms. Tencent is a widely used cloud service provider in China and is one of the Group’s cloud service providers. The Group’s cooperation with Tencent had continued for many years and its facilities and service capabilities are well-suited for the Group’s business needs. In the interest of maintaining a stable and long-term supply of cloud services and considering the potential costs involved in switching cloud service suppliers, the Group expects to continue to purchase cloud and technical services from Tencent.

 

In light of the above, the Directors (including the independent non-executive Directors, and Mr. Zhaohui Li who has abstained) have, after due and careful consideration, determined that terms of the 2025 Tencent Framework Agreement and the transactions contemplated thereunder (including the annual caps) are fair and reasonable, on normal commercial terms (or better for the Company), have been entered into in the ordinary and usual course of business, and are in the interests of the Company and its Shareholders as a whole.

 

 

2025 CHINA LITERATURE FRAMEWORK AGREEMENT

 

On November 26, 2024, Zhizhe Tianxia (on behalf of the Group) and Shanghai Yueting entered into the 2025 China Literature Framework Agreement to renew the Existing China Literature Framework Agreement in relation to the parties’ literary content cooperation, the principal terms of which are set out below:

 

Date:

November 26, 2024

 

Parties:

(i)

Zhizhe Tianxia (for itself and on behalf of other members of the Group); and

 

(ii)

Shanghai Yueting (for itself and on behalf of the China Literature Group)

 

Term:

from January 1, 2025 to December 31, 2027

 

Transaction description:

Pursuant to the 2025 China Literature Framework Agreement, the China Literature Group shall grant the Group the information network transmission rights (信息網絡傳播權) in the PRC (the “License”) in respect of literary content over which the China Literature Group owns the relevant intellectual property rights (including but not limited to proprietary literary works of the China Literature Group and literary works owned by third parties which have been licensed to the China Literature Group for further dissemination) (the “Authorized Works”); and the Group shall display the Authorized Works (and/or promotion pages thereof and/or links thereto) on the Group’s online platforms so that the users of the Group’s online platforms may be directed to purchase paid subscription services in respect of the Authorized Works (the “Literary Content Cooperation”).

 

Pricing policies

 

In return for the License, the Group shall pay the China Literature Group fees in one or a combination of the following methods:

 

(a)

fixed payment(s), the amount of which shall be determined based on arm’s length negotiation between the parties based on factors including but not limited to the following: (i) the scope or amount of the Authorized Works and duration of the License; (ii) nature and popularity of the Authorized Works; (iii) the market price for similar literary works subject to similar licensing terms; and (iv) an estimated “benchmark” amount calculated as the projected total income to be generated from the Authorized Works through the Group’s online platforms multiplied by a market revenue sharing percentage;

 

 

(b)

revenue sharing between the parties: the amount payable to the China Literature Group shall be determined in accordance with the following formula:

 

Distributable proceeds × revenue sharing percentage

 

Distributable proceeds refers to the aggregate revenue generated from users purchasing paid services in respect of the Authorized Works through the Group’s online platforms, with certain expenses deducted. The revenue sharing percentage shall be determined based on arm’s length negotiation between the parties based on factors including but not limited to (i) the nature and popularity of the Authorized Works; and (ii) the market practice for similar literary works and similar licensing arrangement in the industry, including those the Group and the China Literature Group each has carried out with independent third parties; and

 

(c)

the “membership method”: the amount payable to the China Literature Group shall be determined in accordance with the following formula:

 

Distributable membership income × revenue sharing percentage

 

Distributable membership income refers to the total paid membership income received that is attributable to the Authorized Works as displayed on our online platforms, with certain expenses deducted. The amount of membership income attributable to the Authorised Works is calculated based on the number of valid views of the Authorised Works as compared with the number of valid views of all literary works in the members’ library. The revenue sharing percentage shall be determined based on arm’s length negotiation between the parties based on factors including but not limited to (i) the nature and popularity of the Authorized Works; and (ii) the market practice for similar literary works and similar licensing arrangement in the industry, including those the Group and the China Literature Group each has carried out with independent third parties.

 

Historical transaction amounts

 

The historical transaction amounts for literary content cooperation pursuant to the Existing China Literature Framework Agreement for each of the two years ended December 31, 2023 and the six months ended June 30, 2024 were approximately RMB5.1 million, RMB8.9 million and RMB3.4 million, respectively.

 

Annual caps

 

In respect of the 2025 China Literature Framework Agreement, the transaction amounts to be paid by the Group to China Literature Group for each of the three years ending December 31, 2027 shall not exceed RMB13.0 million, RMB16.0 million and RMB20.0 million, respectively.

 

 

Basis for the annual caps

 

The annual caps for the Literary Content Cooperation under the 2025 China Literature Framework Agreement were determined with reference to:

 

(i)

the historical transaction amounts and the growth trend for the two years ended December 31, 2023 and the six months ended June 30, 2024 for the literary content cooperation under the Existing China Literature Framework Agreement; and

 

(ii)

the Group’s budget for licensing premium content from China Literature, which is expected to increase by approximately 20% per year for the coming three years, and the Group’s strategy for enhancing subscribing member conversion rate.

 

Reasons and benefits for the renewal of the Existing China Literature Framework Agreement

 

China Literature is a well-recognized literary platform in China and is one of the Group’s licensed premium content wholesale suppliers. Cooperating with China Literature Group to distribute quality literary content on the Group’s Zhihu platforms allows the Group to continuously and efficiently enrich its licensed premium content portfolio.

 

Based on the above, the Directors (including the independent non-executive Directors and Mr. Zhaohui Li who has abstained) have, after due and careful consideration, determined that the terms of the 2025 China Literature Framework Agreement and the transactions contemplated thereunder (including the annual caps) are fair and reasonable, on normal commercial terms (or better for the Company), have been entered into in the ordinary and usual course of business, and are in the interests of the Company and its Shareholders as a whole.

 

TENCENT PAYMENT SERVICES FRAMEWORK AGREEMENT

 

On November 26, 2024, Zhizhe Sihai (on behalf of the Group) and Tencent Computer entered into the Tencent Payment Services Framework Agreement, pursuant to which the Represented Tencent Group shall provide the Payment Services to the Group for the period commencing from December 1, 2024 to December 31, 2026.

 

 

Date:

November 26, 2024

 

Parties:

(i)

Zhizhe Sihai (for itself and on behalf of other members of the Group); and

 

(ii)

Tencent Computer (for itself and on behalf of the Represented Tencent Group)

 

Term:

from December 1, 2024 to December 31, 2026

 

Transaction description:

the Represented Tencent Group will provide payment services through its channels so as to enable the Group’s users to conduct online transactions (the “Payment Services”) in return the Group shall pay the Represented Tencent Group certain payment service commissions.

 

 

Pricing policies

 

Before entering into any payment services subsequent agreement pursuant to the Tencent Payment Services Framework Agreement, the Group will assess the business needs and take into account a number of factors, including but not limited to (i) the efficiency of payment channels operated by different digital payment service providers; (ii) Zhihu users’ or consumers’ preference among different digital payment service providers; and (iii) the payment charge rates proposed by the Represented Tencent Group and the payment charge rates offered by comparable independent third party payment service providers. The Group will only enter into a payment services subsequent agreement with the Represented Tencent Group when all of the above factors are comprehensively considered and if the terms and conditions of which are fair and reasonable and based on normal or no less favourable commercial terms, and the agreement is in the best interests of the Group and the Shareholders as a whole.

 

Historical transaction amounts

 

The historical transaction amounts for the provision of Payment Services for the year ended December 31, 2023 and the six months ended June 30, 2024 were approximately RMB4.0 million and RMB1.8 million, respectively.

 

Annual caps

 

Pursuant to the Tencent Payment Services Framework Agreement, the relevant annual caps for the provision of the Payment Services for each of the three years ending December 31, 2026 shall not exceed RMB5.0 million, RMB10.0 million and RMB13.0 million, respectively.

 

Basis for the annual caps

 

The annual caps for the Payment Services under Tencent Payment Services Framework Agreement were determined with reference to:

 

(i)

the increase attributed to the growth in the channel fees charged by the Represented Tencent Group and the increasing demand for the use of such channels, in particular, the increase in channel fees for the Group’s growing paid membership services;

 

(ii)

the historical amounts of payment services commissions paid by the Group to the Represented Tencent Group for the year ended December 31, 2023 and the six months ended June 30, 2024, being RMB4.0 million, and RMB1.8 million, respectively;

 

(iii)

the current negotiation between the Group and the Represented Tencent Group with respect to the Represented Tencent Group’s provision of payment services for the Group’s various products and services; and

 

(iv)

the estimated growth of the total amount paid by the Group’s users via the channels of the Represented Tencent Group for the two years ending December 31, 2026, due to the growth in Group’s user demand and potential new cooperation modes between the Group and Represented Tencent Group.

 

 

Reasons and Benefits for entering into the Tencent Payment Services Framework Agreement

 

As Tencent is a leading player in the Internet industry and in particular the PRC online payment services industry, many of the Group’s users use the Represented Tencent Group’s online payment services. As such, the cooperation would enable the Group to provide the users of the Group with the better available payment methods and therefore enhance the Group’s users’ satisfaction with the services of the Group.

 

In light of the above, the Directors (including the independent non-executive Directors and Mr. Zhaohui Li who has abstained) have, after due and careful consideration, determined that the Tencent Payment Services Framework Agreement and the transactions contemplated thereunder (including the annual caps) are fair and reasonable, on normal commercial terms (or better for the Company), have been entered into in the ordinary and usual course of business, and are in the interests of the Company and its Shareholders as a whole.

 

INTERNAL CONTROL MEASURES

 

The Group has an established internal controls system for connected transactions to monitor the execution and implementation of connected transactions and to ensure that the transactions contemplated thereunder will be carried out based on normal commercial terms and no less favourable than terms available to independent third parties. The principal internal control measures of the system are as follows:

 

(i)

the Audit Committee, the Board and various other internal departments of the Company (including but not limited to the business department, finance department and legal department) will be jointly responsible for evaluating the terms under the framework agreements for the continuing connected transactions, in particular, the fairness and reasonableness of the pricing policies and the annual caps under the said agreements;

 

(ii)

the business department will regularly examine the terms of relevant subsequent agreements to be entered into under the framework agreements taking into account the market practices and prevailing market rates of comparable services, to ensure that the pricing and terms offered by the connected persons, are fair, reasonable and are no less favourable than those offered by independent third parties. The Group, through its business department, will conduct periodic assessments of the prevailing market rates, taking into account (a) fees charged by independent third party service providers for similar services, and (b) fees charged by the Group and/or its connected parties to independent third parties for similar services;

 

(iii)

all subsequent agreements entered into under the framework agreements will be submitted to the contract management system of the Company, through which the business department, legal department and finance department will review the pricing policies of the specific agreements and monitor the performance of the continuing connected transactions, including

 

(i) the fee arrangements adopted under the specific agreements, (ii) the fees chargeable or payable by the Group within the relevant reporting period, and (iii) the status of compliance with the annual caps and utilization of the annual caps;

 

(iv)

the Group, through its financial department and business department, will closely monitor the aggregated actual transaction amounts under ongoing continuing connected transactions. If the actual transaction amount is close to the annual cap(s), the financial department and business department will assess if there is a need to revise the existing annual cap in accordance with the relevant Listing Rules. The finance department and legal department of the Group will report to the senior management of the Group on the review results in relation to the above (i) to (iii), the fulfillment status and the transaction updates under the framework agreements on a regular basis, and the senior management will then report such results to the Board and/or the Audit Committee on a quarterly basis;

 

 

(v)

in the event of any proposed modifications to key transaction terms under the framework agreements, the Company will comply with applicable Listing Rules before implementing such modifications; and

 

(vi)

the independent non-executive Directors and auditor of the Company will conduct an annual review of the continuing connected transactions under the framework agreements and provide annual confirmation to ensure that in accordance with Rules 14A.55 and 14A.56 of the Listing Rules that the transactions are conducted in accordance with the terms of the agreements, on normal commercial terms and in accordance with the relevant pricing policies; the Audit Committee will review the Company’s financial controls, risk management and internal control systems.

 

INFORMATION ON THE PARTIES

 

The Group

 

The Company is an exempted company with limited liability incorporated in the Cayman Islands. The securities of the Company are dual-primary listed on the New York Stock Exchange in the U.S. (NYSE Ticket: ZH) and on the Main Board of the Stock Exchange (HKEX stock code: 2390). The Group is primarily engaged in the operation of one online content community and monetizes through paid membership services, marketing services and vocational training in China.

 

Zhizhe Sihai is a limited liability company established under the laws of the PRC, and a wholly-owned subsidiary of the Company. Zhizhe Shihai is primarily engaged in technology, business support and consulting service in the PRC.

 

Zhizhe Tianxia is a company established under the law of the PRC, and a 100% consolidated affiliated entity of the Company controlled through contractual arrangements. Zhizhe Tianxia is primarily engaged in internet service in the PRC.

 

Tencent Group

 

Tencent and its subsidiaries are principally engaged in the provision of communication, social networks, digital content, games, online advertising, fintech and business services primarily in the PRC.

 

Tencent Computer is a company established under the laws of the PRC and is a wholly-owned subsidiary of Tencent. Tencent Computer is principally engaged in provision of Internet value-added services and online advertisement services in the PRC.

 

China Literature is an exempted company incorporated in the Cayman Islands with limited liability, whose shares are listed on the Main Board (stock code: 772). It is a subsidiary of Tencent and is principally engaged in online literature business and intellectual property operation business. Shanghai Yueting is a company established under the laws of the PRC and is an indirectly wholly-owned subsidiary of China Literature.

 

Shanghai Yueting is principally engaged in the business of the development in computer hardware and software, the design and production of computer products, providing technical services and marketing planning services.

 

 

LISTING RULES IMPLICATIONS

 

As at the date of this announcement, (i) Tencent Computer is a subsidiary of Tencent, (ii) Shanghai Yueting is a subsidiary of China Literature, which in turn is a subsidiary of Tencent, and (iii) Tencent indirectly holds approximately 14.5% of the Company’s total issued share capital and is a substantial Shareholder. Accordingly, Tencent is a connected person of the Company, and Tencent Computer and Shanghai Yueting are considered connected persons of the Company by virtue of each of them being an associate of Tencent. Accordingly, the transactions contemplated under the 2025 Tencent Framework Agreement, the 2025 China Literature Framework Agreement and the Tencent Payment Services Framework Agreement constitute continuing connected transactions of the Company pursuant to the Listing Rules.

 

Pursuant to Rule 14A.54(2) of the Listing Rules, if the Company proposes to renew continuing connected transactions, the Company will have to re-comply with provisions of Chapter 14A of the Listing Rules applicable to the relevant continuing connected transactions.

 

As all the applicable percentage ratios calculated with reference to the highest annual caps for the transactions contemplated under each of (i) the 2025 Tencent Framework Agreement, (ii) the 2025 China Literature Framework Agreement, (iii) the Tencent Payment Services Framework Agreement, are more than 0.1% but less than 5%, the entering into of the said agreements and the respective transactions contemplated thereunder are subject to the reporting, announcement and annual review requirements, but are exempt from the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

 

Mr. Zhaohui Li, being the Director, is an employee of Tencent and has therefore abstained from voting on the relevant Board resolutions approving each of (i) the 2025 Tencent Framework Agreement, (ii) the 2025 China Literature Framework Agreement, and (iii) the Tencent Payment Services Framework Agreement and the transactions contemplated thereunder. Save as disclosed above, no other Director has any material interest in the matters contemplated therein nor is any of them required to abstain from voting on the relevant board resolutions approving the 2025 Tencent Framework Agreement, the 2025 China Literature Framework Agreement and the Tencent Payment Services Framework Agreement, and the transactions contemplated thereunder.

 

DEFINITIONS

 

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise.

 

“2025 China Literature Framework Agreement”		the framework agreement dated November 26, 2024 entered into between Zhizhe Tianxia and Shanghai Yueting in relation to the Literary Content Cooperation
“2025 Tencent Framework Agreement”		the framework agreement dated November 26, 2024 entered into between Zhizhe Sihai and Tencent Computer in relation to the provision of the Marketing Services, and the Cloud Services and Technical Services
“Audit Committee”		the audit committee of the Board

 

 

“Board”		the board of Directors
“China” or “PRC”		the People’s Republic of China and for the purposes of this announcement only, except where the context requires otherwise, references to China or the PRC exclude Hong Kong, the Macao Special Administrative Region of the People’s Republic of China and Taiwan
“China Literature Group”		China Literature, its subsidiaries and consolidated affiliated entities from time to time
“China Literature”		China Literature Limited (閱文), an exempted company incorporated in the Cayman Islands with limited liability and listed on the Main Board of the Stock Exchange (stock code: 772)
“Company”		Zhihu Inc. (“ 知乎”, formerly known as “Zhihu Technology Limited”), a company with limited liability incorporated in the Cayman Islands on May 17, 2011
“connected person(s)”		has the meaning ascribed to it under the Listing Rules
“connected transaction(s)”		has the meaning ascribed to it under the Listing Rules
“Director(s)”		the director(s) of our Company
“Existing Agreements”		the Existing China Literature Framework Agreement and the Existing Tencent Framework Agreement
“Existing China Literature Framework Agreement”		the framework agreement dated April 7, 2022 entered into between Zhizhe Tianxia and Shanghai Yueting in relation to the literary content cooperation, details of which are set out in the Prospectus
“Existing Tencent Framework Agreement”		the framework agreement dated April 6, 2022 entered into between Zhizhe Sihai and Tencent Computer in relation to the provision of the marketing services, and the cloud services and technical services, details of which are set out in the Prospectus
“Group”		the Company, its subsidiaries and the consolidated affiliated entities from time to time
“HK$”		Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”		the Hong Kong Special Administrative Region of the People’s Republic of China
“Listing Rules”		the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

 

 

“Main Board”		the stock exchange (excluding the option market) operated by the Stock Exchange which is independent from and operates in parallel with the GEM of the Stock Exchange
“Prospectus”		the prospectus of the Company dated April 11, 2022
“Represented Tencent Group”		Tencent Group excluding the China Literature Group
“RMB”		Renminbi, the lawful currency of China
“Shareholder(s)”		holder(s) of the Share(s)
“Shanghai Yueting”		Yueting Information Technology (Shanghai) Co., Ltd. (閱霆信息技 術(上海)有限公司), a limited company established under the laws of the PRC and the indirectly wholly-owned subsidiary of China Literature
“Stock Exchange”		The Stock Exchange of Hong Kong Limited
“subsidiary” or “subsidiaries”		has the meaning ascribed to it under the Listing Rules
“substantial shareholder”		has the meaning ascribed to it under the Listing Rules
“Tencent”		Tencent Holdings Limited ( 騰訊控股有限公司), a company incorporated in the Cayman Islands and listed on the Main Board of the Stock Exchange (stock code: 700) and a substantial Shareholder
“Tencent Computer”		Shenzhen Tencent Computer Systems Company Limited (深圳市 騰訊計算機系統有限公司), a limited liability company established under the laws of the PRC and a wholly-owed subsidiary of Tencent
“Tencent Group”		Tencent, its subsidiaries and its affiliated companies
“Tencent Payment Services Framework Agreement”		the framework agreement dated November 26, 2024 entered into between Zhizhe Sihai and Tencent Computer in relation to the provision of the Payment Services

 

 

“Zhizhe Sihai”		Zhizhe Sihai (Beijing) Technology Co., Ltd.* (智者四海(北京)技術 有限公司)
“Zhizhe Tianxia”		Beijing Zhizhe Tianxia Technology Co., Ltd.* (北京智者天下科技 有限公司)
“%”		percent

 

* For identification purposes only.

 

     By Order of the Board

Zhihu Inc.

Yuan Zhou

Chairman

 

Hong Kong, November 26, 2024

 

As of the date of this announcement, the board of directors of the Company comprises Mr. Yuan Zhou as an 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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