Zhihu Inc SC TO-I, filed Sep 9, 2024

Zhihu Inc. (ZH)

SC TO-I 2024-09-09

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	(a)(1)(A)*			U.S. Offer to Purchase, dated as of September 9, 2024.
	(a)(1)(B)*			ADS Letter of Transmittal.
	(a)(1)(C)*			Form of Acceptance.
	(a)(1)(D)*			Letter to Brokers, Dealers, Commercial Banks, Trust Companies, and other Nominees.
	(a)(1)(E)*			Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies, and other Nominees.
	(a)(1)(F)*			Form of Withdrawal.
	(a)(1)(G)*			Notice of Extraordinary General Meeting.
	(a)(1)(H)*			Form of Proxy for the Extraordinary General Meeting.
	(a)(1)(I)*			Form of Voting Instruction Card for Holders of American Depositary Shares.
	(a)(2)			Not applicable.
	(a)(3)			Not applicable.
	(a)(4)			Not applicable.
	(a)(5)(A)			Announcement made by the Company in accordance with Rule 3.5 of the Code on Takeovers and Mergers of Hong Kong, dated as of July 19, 2024 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by the Company with the SEC on July 19, 2024).
	(a)(5)(B)			Announcement made by the Company in accordance with Rule 8.2 of the Code on Takeovers and Mergers of Hong Kong, dated as of August 9, 2024 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by the Company with the SEC on August 9, 2024).
	(a)(5)(C)*			Press Release issued by the Company, dated as of September 9, 2024.
	(a)(5)(D)*			Announcement made by the Company in accordance with Rule 8.2 of the Code on Takeovers and Mergers of Hong Kong, dated as of September 9, 2024.
	(b)			Not applicable.
	(d)*			Amended and Restated Deposit Agreement among the Company, JPMorgan Chase Bank, N.A., as depositary, and holders and beneficial owners of the American Depositary Receipts issued thereunder dated May 10, 2024.
	(g)			Not applicable.
	(h)			Not applicable.
	107*			Filing Fee Table.

	Exhibit No.			Description
	(a)(1)(A)*			U.S. Offer to Purchase, dated as of September 9, 2024.
	(a)(1)(B)*			ADS Letter of Transmittal.
	(a)(1)(C)*			Form of Acceptance.
	(a)(1)(D)*			Letter to Brokers, Dealers, Commercial Banks, Trust Companies, and other Nominees.
	(a)(1)(E)*			Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies, and other Nominees.
	(a)(1)(F)*			Form of Withdrawal.
	(a)(1)(G)*			Notice of Extraordinary General Meeting.
	(a)(1)(H)*			Form of Proxy for the Extraordinary General Meeting.
	(a)(1)(I)*			Form of Voting Instruction Card for Holders of American Depositary Shares.
	(a)(5)(A)			Announcement made by the Company in accordance with Rule 3.5 of the Code on Takeovers and Mergers of Hong Kong, dated as of July 19, 2024 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by the Company with the SEC on July 19, 2024).
	(a)(5)(B)			Announcement made by the Company in accordance with Rule 8.2 of the Code on Takeovers and Mergers of Hong Kong, dated as of August 9, 2024 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by the Company with the SEC on August 9, 2024).
	(a)(5)(C)*			Press Release issued by the Company, dated as of September 9, 2024.
	(a)(5)(D)*			Announcement made by the Company in accordance with Rule 8.2 of the Code on Takeovers and Mergers of Hong Kong, dated as of September 9, 2024.
	(d)*			Amended and Restated Deposit Agreement among the Company, JPMorgan Chase Bank, N.A., as depositary, and holders and beneficial owners of the American Depositary Receipts issued thereunder dated May 10, 2024.
	107*			Filing Fee Table.

	SUMMARY TERM SHEET					1
	FORWARD-LOOKING STATEMENT					8
	INTRODUCTION					9
	THE U.S. OFFER					10
	1. Information Concerning the Company					10
	2. Purpose of the U.S. Offer					10
	3. Terms and Conditions of the U.S. Offer					11
	3.1 Number of Securities and Purchase Price					11
	3.2 Condition to the U.S. Offer					11
	3.3 ADS Holder and U.S. Qualifying Shareholders					11
	3.4 Buy-back Under the U.S. Offer					11
	3.5 Odd Lots					12
	4. Procedures for Accepting the U.S. Offer and Tendering Securities					12
	4.1 Tender of ADSs					12
	4.2 Tender of Class A Ordinary Shares					15
	4.3 Acceptance Period					17
	5. Withdrawal Rights					17
	6. Acceptance for Payment and Payment for Securities					18
	6.1 General					18
	6.2 ADSs					19
	6.3 Class A Ordinary Shares					19
	6.4 Use of Securities Acquired					19
	7. Extension of the U.S. Offer					20
	8. Price Range of ADSs and Class A Ordinary Shares					21
	9. Dividend					22
	10. Source and Amount of Funds					22
	11. Agreement to Be Bound by the Terms of the U.S. Offer					22
	12. Plans or Proposals of the Company					23
	13. Interests of Directors and Executive Officers of the Company					24
	14. Agreements Involving The Company’s Securities					25
	15. U.S. Federal Income Tax Considerations					25
	16. Parties Engaged in Solicitations or Recommendations					28
	17. Certain Regulatory and Legal Matters					28
	18. Additional Information					28
	EXPECTED TIMETABLE					30
	LETTER FROM THE BOARD					33
	LETTER FROM THE INDEPENDENT BOARD COMMITTEE					46
	LETTER FROM ALTUS CAPITAL LIMITED					47
	GENERAL INFORMATION					67
	DEFINITIONS					82
	SCHEDULE A					A-1

Quarter Ended	High		Low
	(US$)
Third Quarter 2024 (through September 6, 2024)		3.48		2.65
Second Quarter 2024		4.59		2.55
First Quarter 2024		5.74		4.05
Fourth Quarter 2023		6.36		3.91
Third Quarter 2023		7.50		5.52
Second Quarter 2023		8.13		5.41
First Quarter 2023		12.66		6.72
Fourth Quarter 2022		10.02		5.34
Third Quarter 2022		11.28		6.12

Quarter Ended	High		Low
	(HK$)
Third Quarter 2024 (through September 5, 2024)		8.90		6.65
Second Quarter 2024		11.84		6.72
First Quarter 2024		14.46		9.99
Fourth Quarter 2023		16.96		11.34
Third Quarter 2023		20.00		15.06
Second Quarter 2023		20.60		15.62
First Quarter 2023		36.60		17.24
Fourth Quarter 2022		24.60		13.66
Third Quarter 2022		28.55		15.68

	Announcement of launch of Offers, dispatch of the Offer Document, the U.S. Offer to Purchase, the Form of Acceptance, the ADS Letter of Transmittal, and the notice and form of proxy for the EGM			Monday, September 9, 2024
	Commencement of the Offers			Monday, September 9, 2024
	Latest time and date for lodging transfer of Class A Ordinary Shares to qualify for attendance at the EGM			4:30 p.m. on Monday, September 23, 2024 Hong Kong time
	Share EGM Record Date			Monday, September 23, 2024 Hong Kong time
	ADS EGM Record Date			Monday, September 23, 2024 New York City time
	Latest time and date for receipt by the Depositary of voting instructions in respect of ADSs for the EGM			9:00 a.m. on Wednesday, October 9, 2024 New York City time
	Latest time and date for lodging form of proxy for the EGM			10:00 a.m. on Monday, October 14, 2024 Hong Kong time
	Date of EGM			10:00 a.m. on Wednesday, October 16, 2024 Beijing time
	Announcement of results of the EGM and whether the Offers have become unconditional			by 7:00 p.m. on Wednesday, October 16, 2024 Hong Kong time
	Latest time and date for lodging the Form of Acceptance and latest time for determining Shareholders’ entitlement to participate in the Offers based on the records of the Register (Notes 1 to 3)			4:00 p.m. on Wednesday, October 30, 2024 Hong Kong time
	Latest time and date for receipt by the Tender Agent of ADS Letters of Transmittal and other applicable documents required for tendering ADSs (Note 4)			4:00 a.m. on Wednesday, October 30, 2024 New York City time
	Latest time and date for withdrawal of acceptance of the Non-U.S. Offer (Note 5)			4:00 p.m. on Wednesday, October 30, 2024 Hong Kong time
	Latest time and date for withdrawal of acceptance of the U.S. Offer (Note 5)			4:00 a.m. on Wednesday, October 30, 2024 New York City time
	Expiration Date of the Offers			Wednesday, October 30, 2024
	Record Date			Wednesday, October 30, 2024
	Announcement of results of the Offers			by 7: 00 p.m. on Wednesday, October 30, 2024 Hong Kong time

	Latest date for (i) dispatch of cheques to the Accepting Shareholders in respect of Offer Price for Class A Ordinary Shares (Note 6) and (ii) if applicable, return of the Share certificates for those Class A Ordinary Shares tendered but not bought back under the Offers			Friday, November 8, 2024 Hong Kong time
	Latest date for credit of proceeds in respect of book-entry transfer of ADSs			Friday, November 8, 2024 New York City time
	Latest date for dispatch of cheques in respect of Offer Price for ADSs held in certificated form or on the books of the Depositary			Friday, November 8, 2024 New York City time
	Latest date for dispatch of balance of ADSs			Friday, November 8, 2024 New York City time

	As of the Latest Practicable Date					Upon completion of the Offers
	Number of Shares	Approximate % of interest in the total issued and outstanding Shares (on a one share one vote basis)		Approximate % of voting rights		Number of Shares	Approximate % of interest in the total issued and outstanding Shares (on a one share one vote basis)		Approximate % of voting rights
Controlling Shareholders
— MO Holding Ltd(1)	19,460,912 Class A Ordinary Shares		6.6%		4.3%	22,227,776 Class A Ordinary Shares		9.0%		5.9%
	17,393,666 Class B Ordinary Shares		5.9%		38.5%	14,626,802 Class B Ordinary Shares		5.9%		38.5%
Sub-total	36,854,578 Shares		12.5%		42.9%	36,854,578 Shares		14.9%		44.4%
Director who holds Shares
— Mr. Dahai Li(2)	2,878,690 Class A Ordinary Shares		1.0%		0.6%	2,878,690 Class A Ordinary Shares		1.2%		0.8%
— Mr. Hanhui Sam Sun(3)	7,500 Class A Ordinary Shares		0.0%		0.0%	7,500 Class A Ordinary Shares		0.0%		0.0%
— Ms. Hope Ni(3)	7,500 Class A Ordinary Shares		0.0%		0.0%	7,500 Class A Ordinary Shares		0.0%		0.0%
— Mr. Derek Chen(3)	5,000 Class A Ordinary Shares		0.0%		0.0%	5,000 Class A Ordinary Shares		0.0%		0.0%
Parties acting in concert with the Company
— Deutsche Bank Concert Group(4)	—		—		—	—		—		—
Other Shareholders
Trustee of the 2022 Plan(5)	10,109,451 Class A Ordinary Shares		3.4%		2.2%	10,109,451 Class A Ordinary Shares		4.1%		2.7%
Innovation Works Shareholders(6)	11,889,945 Class A Ordinary Shares		4.0%		2.6%	2,889,945 Class A Ordinary Shares		1.2%		0.8%
Qiming Shareholders(6)	10,201,891 Class A Ordinary Shares		3.5%		2.3%	4,309,897 Class A Ordinary Shares		1.7%		1.1%

Period of Repurchase	Number and Method of Repurchased Shares	Price Paid per Share						Average Price Paid per Share
Period of Repurchase	Number and Method of Repurchased Shares	Highest			Lowest			Average Price Paid per Share
January 19 to January 31, 2024	1,615,066 on the NYSE		US$	1.73		US$	1.56		US$	1.66
February 1 to February 29, 2024	—			—			—			—
March 1 to March 31, 2024	126,326 on the NYSE		US$	1.38		US$	1.35		US$	1.37
April 1 to April 30, 2024	—			—			—			—
May 1 to May 31, 2024	—			—			—			—
June 1 to June 30, 2024	—			—			—			—
July 1 to July 31, 2024	—			—			—			—
August 1 to August 31, 2024	—			—			—			—
September 1 to September 6, 2024	—			—			—			—

	For the Year Ended December 31,
	2023		2022
	RMB’000 (Audited)		RMB’000 (Audited)
Revenue		4,198,889		3,604,919
Loss before income tax		(827,696)		(1,564,220)
Net loss		(839,528)		(1,578,403)
Net loss attributable to the Company’s shareholders		(843,641)		(1,581,157)

	For the Six Months Ended June 30,
	2024		2023
	RMB’000 (Unaudited)		RMB’000 (Unaudited)
Revenue		1,894,673		2,038,429
Loss before income tax		(252,170)		(450,879)
Net loss		(246,391)		(458,038)
Net loss attributable to the Company’s shareholders		(247,585)		(461,196)

	Mr. Dahai Li Non-executive Director			Mr. Zhaohui Li Non-executive Director			Mr. Bing Yu Non-executive Director
	Mr. Hanhui Sam Sun Independent Non-executive Director			Ms. Hope Ni Independent Non-executive Director			Mr. Derek Chen Independent Non-executive Director

RMB million	FY2022		FY2023		1H2023		1H2024
	(audited)		(audited)		(unaudited)		(unaudited)
Revenue		3,605		4,199		2,038		1,895
– Marketing services		1,957		1,653		805		675
– Paid membership		1,231		1,826		904		882
– Vocational training		248		566		251		279
– Others		169		154		78		59
Cost of revenues		(1,797)		(1,903)		(964)		(795)
Gross profit		1,808		2,296		1,074		1,100
Gross profit margin		50.2%		54.7%		52.7%		58.1%
Selling and marketing expenses		(2,027)		(2,048)		(986)		(895)
Research and development expenses		(763)		(901)		(419)		(407)
General and administrative expenses		(622)		(419)		(213)		(207)
Loss from operations		(1,604)		(1,072)		(544)		(409)
Other income		40		244		93		157
Loss before income tax		(1,564)		(828)		(451)		(252)
Income tax (expenses)/benefits		(14)		(12)		(7)		6
Net loss		(1,578)		(840)		(458)		(246)

RMB million	As of December 31, 2022		As of December 31, 2023		As of June 30, 2024
Current assets
Cash and cash equivalents		4,526		2,107		3,159
Term deposits		949		1,586		1,204
Short-term investments		787		1,770		646
Trade receivables		834		665		533
Others		224		250		295
		7,320		6,378		5,837
Non-current assets
Intangible assets, net and goodwill		206		314		188
Others		130		103		83
		336		417		271
Current liabilities
Accounts payable and accrued liabilities		(916)		(1,039)		(913)
Salary and welfare payables		(284)		(342)		(220)
Others		(625)		(564)		(547)
		(1,825)		(1,945)		(1,680)
Non-current liabilities
Non-current liabilities		(137)		(148)		(28)
Total shareholders’ equity		5,694		4,702		4,400
Noncontrolling interests		(40)		(102)		(88)
Total Zhihu Inc.’s shareholders’ equity		5,654		4,600		4,312
Net asset value attributable to the Shareholders per Share (RMB)(Note 1)		18.54		16.13		15.54
Gearing ratio(Note 2)		—		—		1.2%

Month	Number of trading days on the Hong Kong Stock Exchange		Number of trading days on the NYSE		Average daily trading volume of Class A Ordinary Shares on the Hong Kong Stock Exchange (number of Shares)		Average daily trading volume of Class A Ordinary Shares in the form of ADS on the NYSE (number of Shares)		Average daily trading volume on the Hong Kong Stock Exchange as a percentage to the total number of issued and outstanding Class A Ordinary Shares(Note)		Average daily trading volume on the NYSE as a percentage to the total number of issued and outstanding Class A Ordinary Shares(Note)		Total average daily trading volume on the Hong Kong Stock Exchange and the NYSE as a percentage to the total number of issued and outstanding Class A Ordinary Shares(Note)
2023
July (from July 19)		9		9		81,880		1,153,986		0.028%		0.395%		0.423%
August		23		23		80,123		1,280,065		0.027%		0.439%		0.466%
September		19		20		31,276		1,641,165		0.011%		0.562%		0.573%
October		20		22		30,575		568,719		0.010%		0.195%		0.205%
November		22		21		27,636		1,849,505		0.010%		0.645%		0.655%
December		19		20		49,789		2,345,827		0.017%		0.816%		0.833%
2024
January		22		21		18,218		1,706,016		0.006%		0.594%		0.600%
February		19		20		29,205		427,088		0.010%		0.153%		0.163%
March		20		20		37,835		542,528		0.014%		0.194%		0.208%
April		20		22		39,575		548,728		0.014%		0.196%		0.210%
May		21		22		150,148		1,779,450		0.054%		0.635%		0.689%
June		19		19		100,826		1,207,589		0.037%		0.438%		0.475%
July (up to July 19, the Last Trading Day for Class A Ordinary Shares / July 18, the NYSE trading day prior to the Last Trading Day for ADSs)		14		13		102,393		1,321,756		0.037%		0.477%		0.514%
July (from July 22 for Class A Ordinary Shares / July 19 for ADSs)		8		9		67,875		1,111,053		0.024%		0.401%		0.425%
August		22		22		25,105		643,658		0.009%		0.232%		0.241%
September (up to September 6, the Latest Practicable Date for Class A Ordinary Shares/September 5, the NYSE trading day prior to the Latest Practicable Date for ADSs)		4		3		17,000		609,571		0.006%		0.220%		0.226%

Name	Nature of Interest	Number of Shares	Approximate % of Interest in Each Class of Shares(4)	Approximate % of Interest in the Total Issued and Outstanding Shares (on a one share one vote basis)(4)	Long Position/ Short Position
Class A Ordinary Shares
Huang River Investment Limited(1)	Beneficial interest	27,448,933	9.90%	9.31%	Long Position
Image Frame Investment (HK) Limited(1)	Beneficial interest	10,617,666	3.83%	3.60%	Long Position
Tencent Holdings Limited(1)	Interest in controlled corporations	38,066,599	13.73%	12.91%	Long Position
Cosmic Blue Investments Limited(2)	Beneficial interest	19,975,733	7.20%	6.78%	Long Position
MO Holding Ltd(3)	Beneficial interest	19,460,912	7.02%	6.60%	Long Position
AI Knowledge LLC	Beneficial interest	17,865,410	6.44%	6.06%	Long Position
Matthews International Capital Management LLC	Beneficial interest	16,079,142	5.80%	5.46%	Long Position
Class B Ordinary Shares
MO Holding Ltd(3)	Beneficial interest	17,393,666	100%	5.90%	Long Position

	“2012 Plan”			the share incentive plan adopted by the Company in June 2012, as amended from time to time
	“2022 Plan”			the share incentive plan adopted by the Company on March 30, 2022, as amended from time to time
	“Accepting ADS holder(s)”			ADS holder(s) accepting the U.S. Offer
	“Accepting Shareholder(s)”			Accepting Non-U.S. Shareholders and Accepting U.S. Shareholders
	“Accepting Non-U.S. Shareholder(s)”			Non-U.S. Qualifying Shareholder(s) accepting the Non-U.S. Offer
	“Accepting U.S. Shareholder(s)”			U.S. Qualifying Shareholder(s) accepting the U.S. Offer
	“acting in concert”			has the meaning ascribed thereto in the Codes, and “parties acting in concert” shall be construed accordingly
	“ADR(s)”			American depositary receipt(s) evidencing ADSs
	“ADS(s)”			American depositary share(s), each representing three Class A Ordinary Shares
	“ADS EGM Record Date”			the close of business on September 23, 2024, New York City time, as the record date of ADSs for the EGM
	“ADS Letter of Transmittal”			the form of letter of transmittal to accompany the U.S. Offer to Purchase for use by ADS holders in connection with the U.S. Offer
	“Agent’s Message”			a message transmitted by DTC that forms part of a book-entry confirmation and states that DTC has received an express acknowledgment from the participant tendering the ADSs that are the subject of such book-entry confirmation stating that such participant has received, and agrees to be bound by, the terms of the U.S. Offer to Purchase and the ADS Letter of Transmittal, and that the Company may enforce such agreement against such participant
	“Announcement”			the announcement of the Company dated July 19, 2024 in relation to, among other things, the Offers
	“Articles of Association”			the currently effective articles of association of the Company, as amended from time to time
	“associate(s)”			has the meaning ascribed thereto in the Codes
	“ATOP”			Automated Tender Offer Program of DTC
	“Board”			the board of Directors
	“Business Day”			a day on which the Hong Kong Stock Exchange is open for the transaction of business
	“CCASS”			the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited
	“China” or “PRC”			the People’s Republic of China, and, unless the context requires otherwise and solely for the purpose of this U.S. Offer to Purchase such as describing legal or tax matters, authorities, entities, or persons, excludes Hong Kong Special Administrative Region, Macao Special Administrative Region, and Taiwan region of the People’s Republic of China

	“Class A Ordinary Share(s)”			Class A ordinary shares in the share capital of the Company with a par value of US$0.000125 each, conferring a holder thereof one vote per Share on any resolution tabled at the Company’s general meeting
	“Class B Ordinary Share(s)”			Class B ordinary shares in the share capital of the Company with a par value of US$0.000125 each, conferring weighted voting rights in the Company such that a holder thereof is entitled to ten votes per Share on any resolution tabled at the Company’s general meeting, save for resolutions with respect to any Reserved Matters, in which case they shall be entitled to one vote per Share
	“Codes”			collectively, the Takeovers Code and the Share Buy-backs Code
	“Company”			Zhihu Inc., a company with limited liability incorporated under the laws of the Cayman Islands on May 17, 2011
	“Condition”			the condition of the Offers, as set forth under the section headed “Condition of the Offers” in the Letter from the Board in this U.S. Offer to Purchase
	“Consolidated Affiliated Entity(ies)”			entities the Group controls through the Contractual Arrangements
	“Contractual Arrangement(s)”			the series of contractual arrangements entered into between the WFOEs, the Onshore Holdcos, and the VIE Registered Shareholders (as applicable)
	“Controlling Shareholder(s)”			has the meaning ascribed thereto under the Listing Rules and, unless the context requires otherwise, refers to Mr. Zhou and the intermediary company through which Mr. Zhou controls his interest in the Company, namely, MO Holding Ltd, South Ridge Global Limited, and Zhihu Holdings Inc. and “Controlling Shareholder” means any one of them
	“Custodian”			The Hongkong and Shanghai Banking Corporation Limited, as custodian of the Depositary in Hong Kong
	“Depositary”			JPMorgan Chase Bank, N.A.
	“Deposit Agreement”			the amended and restated deposit agreement dated May 10, 2024 and entered into by the Company, JP Morgan Chase Bank, N.A. (as Depositary), and all owners and holders from time to time of the ADSs issued thereunder
	“Deutsche Bank”			Deutsche Bank AG, Hong Kong Branch, a registered institution under the SFO to carry out type 1 (dealing in securities), type 4 (advising on securities), type 6 (advising on corporate finance), and type 9 (asset management) regulated activities under the SFO, being the financial adviser to the Company in respect of the Offers
	“Deutsche Bank Concert Group”			Deutsche Bank and persons controlling, controlled by, or under the same control as Deutsche Bank (except exempt principal traders and exempt fund managers, in each case recognized by the Executive as such for the purpose of the Takeovers Code)
	“Director(s)”			the director(s) of the Company
	“DTC”			The Depository Trust Company
	“EGM”			the extraordinary general meeting of the Company to be convened and 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 Independent Shareholders to consider and, if thought fit, to approve the resolution in respect of the Offers
	“Executive”			the Executive Director of the Corporate Finance Division of the

				SFC or any delegate of the Executive Director
	“Exchange Act”			United States Securities Exchange Act of 1934, as amended
	“Expiration Date”			closing date of the Offers
	“Form of Acceptance”			the form of acceptance to be issued with the Offer Document in connection with the Non-U.S. Offer and with the U.S. Offer to Purchase in connection with the U.S. Offer
	“Group”			the Company, its subsidiaries, and the Consolidated Affiliated Entities from time to time, and where the context requires, in respect of the period prior to the Company becoming the holding company of its present subsidiaries and Consolidated Affiliated Entities, such subsidiaries and Consolidated Affiliated Entities as if they were subsidiaries and Consolidated Affiliated Entities of the Company at the relevant time
	“HK$”or “Hong Kong dollars”			Hong Kong dollars, the lawful currency of Hong Kong
	“HKSCC”			HKSCC Nominees Limited
	“Hong Kong”			Hong Kong Special Administrative Region of the People’s Republic of China
	“Hong Kong Stock Exchange”			The Stock Exchange of Hong Kong Limited
	“Independent Board Committee”			the independent committee of the Board comprising all the non-executive Directors, namely Mr. Dahai Li, Mr. Zhaohui Li, Mr. Bing Yu, and all the independent non-executive Directors, namely Mr. Hanhui Sam Sun, Ms. Hope Ni, and Mr. Derek Chen, who have no interest in the Offers other than as a Shareholder (only Mr. Dahai Li, Mr. Hanhui Sam Sun, Ms. Hope Ni, and Mr. Derek Chen are Shareholders), which has been formed to advise the Independent Shareholders in relation to the Offers
	“Independent Financial Adviser”			Altus Capital Limited, a corporation licensed to carry out Type 4 (advising on securities), Type 6 (advising on corporate finance), and Type 9 (asset management) regulated activities under the SFO, being the independent financial adviser to advise the Independent Board Committee in connection with the Offers
	“Independent Shareholder(s)”			Shareholder(s) other than (i) any Shareholder who has a material interest in the Offers different from all other Shareholders, and (ii) any person who may be required to abstain from voting on the ordinary resolution in respect of the Offers to be proposed at the EGM in accordance with the Codes
	“Information Agent”			Broadridge Corporate Issuer Solutions, LLC
	“Innovation Works Shareholders”			being (i) Innovation Works Development Fund, L.P., a fund organized under the laws of the Cayman Islands, and (ii) Innovation Works Holdings Limited, a company incorporated in the British Virgin Islands, which in aggregate hold 11,889,945 Class A Ordinary Shares (including in the form of ADSs), representing approximately 4.0% of interest in the total issued and outstanding Shares (on a one share one vote basis, and excluding the Class A Ordinary Shares issued to the Depositary for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the 2012 Plan and the 2022 Plan) and approximately 2.6% of voting rights in the Company as of the Latest Practicable Date
	“Irrevocable Undertakings”			the irrevocable undertakings given by each of SAIF Shareholder, Innovation Works Shareholders, and Qiming Shareholders to the Company that (i) it will, and will procure the holders of Class A

Authorized
Number of Shares	Description of Shares	Aggregate Nominal Value of Shares
1,550,000,000	Class A Ordinary Shares of a par value of US$0.000125 each	US$193,750.00
50,000,000	Class B Ordinary Shares of a par value of US$0.000125 each	US$ 6,250.00
Issued and outstanding as of the Latest Practicable Date
277,359,593(1)	Class A Ordinary Shares of a par value of US$0.000125 each as of the Latest Practicable Date	US$ 34,669.95
17,393,666	Class B Ordinary Shares of a par value of US$0.000125 each as of the Latest Practicable Date	US$ 2,174.21
Issued and outstanding upon completion of the Offers (assuming full acceptance of the Offers)
233,205,009(1)	Class A Ordinary Shares of a par value of US$0.000125 each upon completion of the Offers	US$ 29,150.63
14,626,802	Class B Ordinary Shares of a par value of US$0.000125 each upon completion of the Offers	US$ 1,828.35

Date of Buy-back	Class of Shares	Number of ADSs Involved		Number of Shares		Average Price per Share (US$)		Total Consideration (US$)
July 19, 2023	Class A Ordinary Shares		179,100		89,550		2.31		207,308
July 20, 2023	Class A Ordinary Shares		167,448		83,724		2.21		185,148
July 21, 2023	Class A Ordinary Shares		209,200		104,600		2.22		231,731
July 24, 2023	Class A Ordinary Shares		188,200		94,100		2.20		207,152
July 25, 2023	Class A Ordinary Shares		179,300		89,650		2.31		207,360
July 26, 2023	Class A Ordinary Shares		152,470		76,235		2.30		174,975
July 27, 2023	Class A Ordinary Shares		180,600		90,300		2.30		207,329
July 28, 2023	Class A Ordinary Shares		174,502		87,251		2.38		207,273
July 31, 2023	Class A Ordinary Shares		44,200		22,100		2.40		53,013
August 1, 2023	Class A Ordinary Shares		166,700		83,350		2.40		199,907
August 2, 2023	Class A Ordinary Shares		180,600		90,300		2.30		207,437
August 3, 2023	Class A Ordinary Shares		177,000		88,500		2.34		207,479
August 4, 2023	Class A Ordinary Shares		174,500		87,250		2.38		207,411
August 7, 2023	Class A Ordinary Shares		175,200		87,600		2.37		207,367
August 8, 2023	Class A Ordinary Shares		173,388		86,694		2.32		200,974
August 9, 2023	Class A Ordinary Shares		179,200		89,600		2.31		206,671
August 10, 2023	Class A Ordinary Shares		176,300		88,150		2.35		207,470
August 11, 2023	Class A Ordinary Shares		305,180		152,590		2.21		337,894
August 14, 2023	Class A Ordinary Shares		185,700		92,850		2.23		207,334
August 15, 2023	Class A Ordinary Shares		215,970		107,985		2.21		238,194
August 16, 2023	Class A Ordinary Shares		196,784		98,392		2.21		217,130
August 17, 2023	Class A Ordinary Shares		182,000		91,000		2.28		207,425
August 18, 2023	Class A Ordinary Shares		442,198		221,099		2.19		483,721
August 21, 2023	Class A Ordinary Shares		189,000		94,500		2.21		208,883
August 22, 2023	Class A Ordinary Shares		438,430		219,215		2.20		482,579
August 23, 2023	Class A Ordinary Shares		558,500		279,250		2.05		572,017
August 24, 2023	Class A Ordinary Shares		509,148		254,574		2.00		510,420
September 20, 2023	Class A Ordinary Shares		374,268		187,134		2.03		380,132
September 21, 2023	Class A Ordinary Shares		569,266		284,633		1.99		566,020

Date	Closing Price per Class A Ordinary Share (HK$)		Closing Price per ADS(1) (US$)
January 31, 2024		11.24		4.6752
February 29, 2024		11.90		4.7940
March 28, 2024		10.60		4.1034
April 30, 2024		9.97		4.0746
May 31, 2024		8.21		3.2600
June 28, 2024		6.83		2.7300
July 19, 2024 (Last Trading Day for Class A Ordinary Shares / July 18, 2024 (New York City time) (the NYSE trading day prior to the Last Trading Day for ADSs)		8.50		3.0600
July 31, 2024		8.50		3.3000
August 31, 2024		8.35		3.3100
September 5, 2024 (The last trading day of the Hong Kong Stock Exchange prior to the Latest Practicable Date for Class A Ordinary Shares) / September 5, 2024 (New York City time) (the NYSE trading day prior to the Latest Practicable Date for ADSs)		8.37		3.43

				Ordinary Shares and/or ADSs whose Class A Ordinary Shares and/or ADSs it is deemed to be interested in by virtue of Part XV of the SFO to, accept the Offers in respect of part of such Class A Ordinary Shares and/or ADSs (details of which are set forth under the section headed “The Irrevocable Undertakings” in the Letter from the Board in this U.S. Offer to Purchase); (ii) it will, and will procure the holders of Class A Ordinary Shares whose Class A Ordinary Shares it is deemed to be interested in by virtue of Part XV of the SFO to, vote in favor of the resolution in connection with the Offers at the EGM; and (iii) prior to the earlier of the Offers closing or lapsing: (a) it will not, and will procure any party acting in concert with it not to, acquire any Class A Ordinary Share or ADS or other securities of the Company; and (b) it will not, and will procure any party acting in concert with it not to, sell, transfer, assign, charge, encumber, grant any option over, or otherwise dispose of or permit the sale, transfer, charging, or other disposition or creation or grant of any other encumbrance or option of or over all or any Class A Ordinary Shares and/or ADSs
	“Last Trading Day”			July 19, 2024, being the last full trading day in the Class A Ordinary Shares on the Hong Kong Stock Exchange immediately prior to the issue of the Announcement
	“Latest Acceptance Time”			the latest time for receipt by the Registrar of the Form of Acceptance submitted by the Shareholders and by the Tender Agent of the ADS Letter of Transmittal submitted by the ADS holders, both in respect of the Offers, being 4:00 p.m., Hong Kong time, or 4:00 a.m., New York City time, on Wednesday, October 30, 2024, or such later time and date as the Company may announce in accordance with the requirements of the Codes and U.S. laws and regulations
	“Latest Practicable Date”			September 6, 2024, being the latest practicable date for the purpose of ascertaining certain information referred to in this U.S. Offer to Purchase
	“Listing Rules”			the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
	“Long Stop Date”			December 31, 2024
	“Maximum Number”			46,921,448 Class A Ordinary Shares (including in the form of ADSs), being the maximum number of Class A Ordinary Shares to be bought back pursuant to the Offers, in aggregate, representing approximately 15.9% of the total Shares (on a one share one vote basis) in issue and outstanding as of the Latest Practicable Date
	“Mr. Zhou”			Mr. Yuan Zhou, founder, chairman, executive Director, and chief executive officer of the Company
	“Non-U.S. Offer”			the conditional voluntary cash offer by Deutsche Bank on behalf of the Company to buy back Class A Ordinary Shares at the Offer Price from all Non-U.S. Qualifying Shareholders in accordance with the Share Buy-backs Code, which, together with the U.S. Offer, is subject to the cap of the Maximum Number
	“Non-U.S. Qualifying Shareholder(s)”			Shareholder(s) who are not U.S. Shareholders and whose name(s) appear(s) on the Register of Members on the Record Date
	“NYSE”			New York Stock Exchange
	“Offers”			the Non-U.S. Offer and the U.S. Offer, which together are subject

				to the cap of the Maximum Number
	“Offer Document”			the offer document in connection with the Non-U.S. Offer (accompanied with, among others, the notice of the EGM, the form of proxy for voting at the EGM, and the Form of Acceptance) issued by the Company in connection with the Non-U.S. Offer in accordance with the Codes
	“Offer Period”			has the meaning ascribed thereto under the Codes and commencing from the date of the Announcement
	“Offer Price”			HK$9.11 per Class A Ordinary Share or US$3.50 per ADS
	“Onshore Holdco(s)”			Beijing Zhizhe Tianxia Technology Co., Ltd. (北京智者天下科技有限公司), Shanghai Pinzhi Education Technology Co., Ltd. (上海品職教育科技有限公司), and Wuhan Xinyue Network Technology Co., Ltd. (武漢昕越網絡科技有限公司)
	“Overseas Shareholder(s)”			Shareholder(s), whose address(es) as shown on the register of members of the Company is/are outside Hong Kong
	“Paying Agent”			Broadridge Corporate Issuer Solutions, LLC
	“PFIC”			passive foreign investment company, as defined by the Internal Revenue Service of the United States for U.S. federal income tax purposes
	“Prospectus”			the prospectus of the Company dated April 11, 2022
	“Qiming Shareholders”			being (i) Qiming Venture Partners III, L.P., an exempted limited partnerships organized under the laws of the Cayman Islands, (ii) Qiming Managing Directors Fund III, L.P., an exempted limited partnerships organized under the laws of the Cayman Islands, and (iii) Qiming Venture Partners III Annex Fund, L.P., an exempted limited partnerships organized under the laws of the Cayman Islands, which in aggregate hold 10,201,891 Class A Ordinary Shares (including in the form of ADSs), representing approximately 3.5% of interest in the total issued and outstanding Shares (on a one share one vote basis, and excluding the Class A Ordinary Shares issued to the Depositary for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the 2012 Plan and the 2022 Plan) and approximately 2.3% of voting rights in the Company as of the Latest Practicable Date
	“Qualifying Shareholder(s)”			Non-U.S. Qualifying Shareholder(s) and U.S. Qualifying Shareholder(s)
	“Record Date”			the record date for the Offers, which will be the 14th day after the date of the EGM, or October 30, 2024
	“Register”			the register of members of the Company
	“Registrar” or “Computershare”			Computershare Hong Kong Investor Services Limited, being the Company’s Hong Kong branch share registrar, whose address is situated at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong
	“Relevant Period”			the period from January 19, 2024 (being the date falling six months prior to July 19, 2024, the commencement date of the Offer Period) up to and including the Latest Practicable Date
	“Reserved Matters”			those matters whose resolutions with respect to which each Share is entitled to one vote at general meetings of the Company pursuant to the Articles of Association, being: (i) any amendment to the Memorandum or Articles, including the variation of the rights attached to any class of shares, (ii) the appointment, election or

				removal of any independent non-executive Director, (iii) the appointment or removal of the Company’s auditors, and (iv) the voluntary liquidation or winding up of the Company
	“RMB” or “Renminbi”			Renminbi, the lawful currency of the People’s Republic of China
	“SAIF Shareholder”			SAIF IV Mobile Apps (BVI) Limited is a company incorporated in the British Virgin Islands and holds 12,028,878 Class A Ordinary Shares (including in the form of ADSs), representing approximately 4.1% of interest in the total issued and outstanding Shares (on a one share one vote basis, and excluding the Class A Ordinary Shares issued to the Depositary for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the 2012 Plan and the 2022 Plan) and approximately 2.7% of voting rights in the Company as of the Latest Practicable Date
	“SEC”			the United States Securities and Exchange Commission
	“SFC”			the Securities and Futures Commission of Hong Kong
	“SFO”			Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
	“Share(s)”			the Class A Ordinary Shares and Class B Ordinary Shares in the share capital of the Company, as the context so requires
	“Share Buy-backs Code”			the Code on Share Buy-backs of Hong Kong
	“Share EGM Record Date”			the close of business on September 23, 2024, Hong Kong time, as the record date of Class A Ordinary Shares and Class B Ordinary Shares for the EGM
	“Shareholder(s)”			holder(s) of the Shares from time to time
	“Takeovers Code”			the Code on Takeovers and Mergers of Hong Kong
	“Tender Agent”			Broadridge Corporate Issuer Solutions, LLC
	“Title Document(s)”			the relevant Share certificate(s), transfer receipt(s), and/or other document(s) of title with respect to ownership(s) of the Share(s) (and/or any satisfactory indemnity or indemnities required in respect thereof)
	“United States”			United States of America
	“U.S. Business Day”			any day, other than Saturday, Sunday, or a federal holiday in the United States, and consisting of the time period from 12:01 a.m. through 12:00 midnight Eastern Time
	“U.S. Holder(s)”			a beneficial owner of the ADSs or Class A Ordinary Shares that is, for U.S. federal income tax purposes: (i) an individual who is a citizen or resident of the United States; (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created in, or organized under the law of the United States or any state thereof or the District of Columbia; (iii) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or a trust (a) the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust or (b) that has otherwise validly elected to be treated as a U.S. person under the U.S. Internal Revenue Code of 1986, as amended
	“U.S. Offer”			the conditional voluntary cash offer by the Company to buy back Class A Ordinary Shares (including in the form of ADSs) at the Offer Price from all U.S. Qualifying Shareholders and ADS holders

				(wherever such ADS holders are located), which, together with the Non-U.S. Offer, is subject to the cap of the Maximum Number
	“U.S. Offer to Purchase”			this U.S. offer to purchase dated September 9, 2024 and issued by the Company in connection with the U.S. Offer (accompanied with, among others, the Form of Acceptance, the ADS Letter of Transmittal, the notice of EGM, the form of proxy for voting at the EGM, and the ADS voting instruction card) in accordance with the U.S. laws and regulations
	“U.S. Qualifying Shareholder(s)”			Shareholder(s) that are resident(s) of, or located in, the United States with their name(s) appear(s) on the Register on the Record Date and other Shareholder(s) whose names do not appear on the Register on the Record Date (including Shareholders whose Class A Ordinary Shares are held through CCASS or otherwise in the name of a nominee) and who have duly notified the Company that they are resident(s) of, or located in, the United States on the Record Date
	“US$” or “U.S. dollars”			United States dollars, the lawful currency of the United States of America
	“VIE Registered Shareholders”			the registered shareholders of the Onshore Holdcos, namely, Mr. Zhou and Mr. Dahai Li with respect to Beijing Zhizhe Tianxia Technology Co., Ltd. (北京智者天下科技有限公司); Nanjing Zhizhe Tianxia Information Technology Co., Ltd. (南京智者天下信息技術有限公司), Sike Li and Lingtao Zhang with respect to Shanghai Pinzhi Education Technology Co., Ltd. (上海品職教育科技有限公司); and Mr. Zhou and Rongle Zhang with respect to Wuhan Xinyue Network Technology Co., Ltd. (武漢昕越網絡科技有限公司) (other than Beijing Radio and Television Station (北京廣播電視台) which is an independent third party with 1% shareholding in Beijing Zhizhe Tianxia Technology Co., Ltd. (北京智者天下科技有限公司))
	“weighted voting rights” or “WVR”			has the meaning ascribed to it under the Listing Rules
	“WFOEs,” each a “WFOE”			Zhizhe Sihai (Beijing) Technology Co., Ltd. (智者四海(北京)技術有限公司), Shanghai Zhishi Technology Co., Ltd. (上海知匙科技有限公司), and Wuhan Bofeng Technology Co., Ltd. (武漢博烽科技有限公司)
	“WVR Beneficiary”			has the meaning ascribed to it under the Listing Rules and unless the context otherwise requires, refers to Mr. Zhou, being the beneficial owner of the Class B Ordinary Shares which carry weighted voting rights, details of which are set out in the section headed “Share Capital” in the Prospectus
	“WVR Structure”			has the meaning ascribed to it in the Listing Rules
	“%”			per cent

Name			Position
Yuan Zhou			Chairman and Chief Executive Officer
Han Wang			Chief Financial Officer
Bin Sun			Chief Technology Officer
Dahai Li			Director
Zhaohui Li			Director
Bing Yu			Director
Hanhui Ham Sun			Independent Director
Hope Ni			Independent Director
Derek Chen			Independent Director

				SIGN HERE
	Number of ADSs to be Tendered:
	ADSs*			Signature(s)
				Name(s)
	Account Number:			Address(es)
	Dated:			Area Code and Telephone Number
	Unless otherwise indicated, it will be assumed that all ADSs held for the undersigned’s account are to be tendered.			Taxpayer Identification or Social Security Number

	DESCRIPTION OF SECURITIES TO BE WITHDRAWN
	Number of ADSs:			Number of Class A Ordinary Shares:
	CUSIP Number of ADSs:			Share Certificate Number(s):
	Name of Tendering Security Holder:
	Name of Registered Holder of the Securities:

	By UPS, FedEx, or Courier:			By USPS Service:
	Broadridge, Inc. Attn: BCIS IWS 51 Mercedes Way Edgewood, NY 11717			Broadridge, Inc. Attn: BCIS Re-Organization Dept. P.O. Box 1317 Brentwood, NY 11717-0718

	By Hand, Courier, or Mail:
	Computershare Hong Kong Investor Services Limited Zhihu Inc. — Buy-back Offer Shops 1712-1716, 17th Floor, Hopewell Centre 183 Queen’s Road East Wan Chai Hong Kong

	For ADSs Only:
	Name of Book-Entry Transfer Facility Participant:
	Account Number(s):
	Signature(s):
	Capacity (Full Title):
	Address (and Zip Code):
	Telephone Number:
	TIN or SSN:
	Book-Entry Transfer Facility Participant No.:
	Transaction Code Number:
	Date:
	For Class A Ordinary Shares Only*:
	Full Name(s):
	Signature(s):
	Address:
	Telephone Number:
	Witness Name:
	Witness Signature:
	Witness Address:
	Witness Occupation:
	Date:

		Number of shares to which this form of proxy relates(Note 1)				Class A ordinary shares
						Class B ordinary shares

Event	Time & Date

Announcement of launch of Offers, dispatch of the Offer Document, the U.S. Offer to Purchase, the Form of Acceptance, the ADS Letter of Transmittal, and the notice and form of proxy for the EGM	Monday, September 9, 2024

Commencement of the Offers	Monday, September 9, 2024

Latest time and date for lodging transfer of Class A Ordinary Shares to qualify for attendance at the EGM	4:30 p.m. on Monday, September 23, 2024

Share EGM Record Date	Monday, September 23, 2024

ADS EGM Record Date	Monday, September 23, 2024 New York City time

Latest time and date for receipt by the Depositary of voting instructions in respect of ADSs for the EGM	9:00 a.m. on Wednesday, October 9, 2024 New York City time

Latest time and date for lodging form of proxy for the EGM	10:00 a.m. on Monday, October 14, 2024

Date of EGM	10:00 a.m. on Wednesday, October 16, 2024

Announcement of results of the EGM and whether the Offers have become unconditional	by 7: 00 p.m. on Wednesday, October 16, 2024

Latest time and date for lodging the Form of Acceptance and latest time for determining Shareholders’ entitlement to participate in the Offers based on the records of the Register (Notes 1 to 3)	4:00 p.m. on Wednesday, October 30, 2024

Latest time and date for receipt by the Tender Agent of ADS Letters of Transmittal and other applicable documents required for tendering ADSs (Note 4)	4:00 a.m. on Wednesday, October 30, 2024 New York City time

Latest time and date for withdrawal of acceptance of the Non-U.S. Offer (Note 5)	4:00 p.m. on Wednesday, October 30, 2024

Latest time and date for withdrawal of acceptance of the U.S. Offer (Note 5)	4:00 a.m. on Wednesday, October 30, 2024 New York City time

Expiration Date of the Offers	Wednesday, October 30, 2024

Record Date	Wednesday, October 30, 2024

Announcement of results of the Offers	by 7: 00 p.m. on Wednesday, October 30, 2024

Latest date for (i) dispatch of cheques to the Accepting Shareholders in respect of Offer Price for Class A Ordinary Share (Note 6) and (ii) if applicable, return of the Share certificates for those Class A Ordinary Shares tendered but not bought back under the Offers	Friday, November 8, 2024

Latest date for credit of proceeds in respect of book-entry transfer of ADSs	Friday, November 8, 2024 New York City time

Latest date for dispatch of cheques in respect of Offer Price for ADSs held in certificated form or on the books of the Depositary	Friday, November 8, 2024 New York City time

Latest date for dispatch of balance of ADSs	Friday, November 8, 2024 New York City time

		Page
PARTIES		1
RECITALS		1
Section 1.	Certain Definitions
(a)	ADR Register	1
(b)	ADRs; Direct Registration ADRs	1
(c)	ADS	1
(d)	Beneficial Owner	2
(e)	Commission	2
(f)	Custodian	2
(g)	Deliver, execute, issue et al	2
(h)	Delivery Order	2
(i)	Deposited Securities	2
(j)	Direct Registration System	3
(k)	Holder	3
(l)	Removal Notice Date	3
(m)	Resignation Notice Date	3
(n)	Securities Act of 1933	3
(o)	Securities Exchange Act of 1934	3
(p)	Shares	3
(q)	Termination Date	3
(r)	Transfer Office	3
(s)	Withdrawal Order	3
Section 2.	Form of ADRs	4
Section 3.	Deposit of Shares	4
Section 4.	Issue of ADRs	5
Section 5.	Distributions on Deposited Securities	5
Section 6.	Withdrawal, Delivery and Transfer of Deposited Securities	6
Section 7.	Substitution of ADRs	7
Section 8.	Cancellation and Destruction of ADRs; Maintenance of Records	7
Section 9.	The Custodian	7
Section 10.	Lists of Holders	8
Section 11.	Depositary's Agents	8
Section 12.	Resignation and Removal of the Depositary; Appointment of Successor Depositary	8
Section 13.	Reports	9
Section 14.	Additional Shares	9
Section 15.	Indemnification	10
Section 16.	Notices	12
Section 17.	Counterparts	12
Section 18.	No Third-Party Beneficiaries; Holders and Beneficial Owners as Parties; Binding Effect	13
Section 19.	Severability	13
Section 20.	Governing Law; Consent to Jurisdiction	13
Section 21.	Agent for Service	17
Section 22.	Waiver of Immunities	18
Section 23.	Waiver of Jury Trial	18
Section 24.	Amendment and Restatement of Prior Deposit Agreement	19
TESTIMONIUM		20
SIGNATURES		20

			Page
FORM OF FACE OF ADR			A-1
	Introductory Paragraph		A-1
	(1)	Issuance of ADSs	A-2
	(2)	Withdrawal of Deposited Securities	A-3
	(3)	Transfers, Split-Ups and Combinations of ADRs	A-4
	(4)	Certain Limitations to Registration, Transfer etc.	A-4
	(5)	Liability of Holder or Beneficial Owner for Taxes, Duties and Other Charges	A-5
	(6)	Disclosure of Interests	A-6
	(7)	Charges of Depositary	A-7
	(8)	Available Information	A-11
	(9)	Execution	A-11
	Signature of Depositary		A-11
	Address of Depositary's Office		A-11
FORM OF REVERSE OF ADR			A-12
	(10)	Distributions on Deposited Securities; Sales	A-12
	(11)	Record Dates	A-15
	(12)	Voting of Deposited Securities	A-15
	(13)	Changes Affecting Deposited Securities	A-18
	(14)	Exoneration	A-19
	(15)	Resignation and Removal of Depositary; the Custodian	A-23
	(16)	Amendment	A-24
	(17)	Termination	A-25
	(18)	Appointment; Acknowledgements and Agreements	A-29
	(19)	Waiver	A-29
	(20)	Jurisdiction	A-30

ZHIHU INC.


By:	/s/ Han Wang
	Name:	Han Wang
	Title:	Chief Financial Officer

JPMORGAN CHASE BANK, N.A.


By:	/s/ Gregory A. Levendis
	Name:	Gregory A. Levendis
	Title:	Executive Director

	(i)	such Shares and the certificates therefor are duly authorized, validly issued and outstanding, fully paid, nonassessable and legally obtained by such person,

	(ii)	all pre-emptive and comparable rights, if any, with respect to such Shares have been validly waived or exercised,

	(iii)	the person making such deposit is duly authorized so to do,

	(iv)	the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim and

	(v)	such Shares (A) are not "restricted securities" as such term is defined in Rule 144 under the Securities Act of 1933 ("Restricted Securities") unless at the time of deposit the requirements of paragraphs (c), (e), (f) and (h) of Rule 144 shall not apply and such Shares may be freely transferred and may otherwise be offered and sold freely in the United States or (B) have been registered under the Securities Act of 1933. To the extent the person depositing Shares is an "affiliate" of the Company as such term is defined in Rule 144, the person also represents and warrants that upon the sale of the ADSs, all of the provisions of Rule 144 which enable the Shares to be freely sold (in the form of ADSs) will be fully complied with and, as a result thereof, all of the ADSs issued in respect of such Shares will not be on the sale thereof, Restricted Securities.

	(i)	a fee of U.S.$0.05 or less per ADS held for any Cash distribution made, or for any elective cash/stock dividend offered, pursuant to the Deposit Agreement,

	(ii)	a fee of up to U.S.$0.05 per ADS held for the direct or indirect distribution of securities (other than ADSs or rights to purchase additional ADSs pursuant to paragraph (10) hereof) or the net cash proceeds from the public or private sale of any such securities, regardless of whether any such distribution and/or sale is made by, for, or received from, or (in each case) on behalf of, the Depositary, the Company and/or any third party (which fee may be assessed against Holders as of a record date set by the Depositary),

	(iii)	an aggregate fee of U.S.$0.05 or less per ADS per calendar year (or portion thereof) for services performed by the Depositary in administering the ADRs (which fee may be charged on a periodic basis during each calendar year and shall be assessed against Holders as of the record date or record dates set by the Depositary during each calendar year and shall be payable at the sole discretion of the Depositary by billing such Holders or by deducting such charge from one or more cash dividends or other cash distributions), and

	(iv)	an amount for the reimbursement of such charges and expenses as are incurred by the Depositary and/or any of its agents (including, without limitation, the Custodian, as well as charges and expenses incurred on behalf of Holders in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in connection with the servicing of the Shares or other Deposited Securities, the sale of securities (including, without limitation, Deposited Securities), the delivery of Deposited Securities or otherwise in connection with the Depositary's or its Custodian's compliance with applicable law, rule or regulation (which charges and expenses may be assessed on a proportionate basis against Holders as of the record date or dates set by the Depositary and shall be payable at the sole discretion of the Depositary by billing such Holders or by deducting such charge or expense from one or more cash dividends or other cash distributions).