Securities Registration: Employee Benefit Plan (s-8)
May 17 2021 - 7:29AM
Edgar (US Regulatory)
As filed with the Securities
and Exchange Commission on May 17, 2021
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Zhihu
Inc.
(Exact name of registrant as specified in its charter)
Cayman Islands
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Not Applicable
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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A5 Xueyuan Road
Haidian District, Beijing 100083
People’s Republic of China
(Address of Principal Executive Offices and Zip Code)
2012 Incentive Compensation
Plan
(Full title of the plan)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
+1 (800) 221-0102
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer x
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Smaller reporting company ¨
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Emerging growth company x
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
Copies to:
Wei Sun
Director and Chief Financial Officer
Zhihu Inc.
A5 Xueyuan Road
Haidian District, Beijing 100083
People’s Republic
of China
+86 (10) 8271-6605
CALCULATION OF REGISTRATION FEE
Title
of securities to be registered(1)
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Amount to be
registered(2)
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Proposed maximum
offering price per
share
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Proposed maximum
aggregate offering price
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Amount of registration
fee
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Class A ordinary shares, par value US$0.000125 per share
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36,720,113(3)
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$0.78(3)
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$28,641,688.14
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$3,124.81
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Class A ordinary shares, par value US$0.000125 per share
|
621,250(4)
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$15.58(4)
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$9,679,075.00
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$1,055.99
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Class A ordinary shares, par value US$0.000125 per share
|
6,679,802(5)
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$15.58(5)
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$104,071,315.16
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$11,354.18
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Total
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44,021,165(6)
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—
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$142,392,078.30
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$15,534.98
|
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(1)
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These shares may be represented by the Registrant’s American Depositary Shares, or ADSs. Two ADSs
represent one Class A ordinary share of the Registrant, par value US$0.000125 per share. The Registrant’s ADSs issuable upon deposit
of the Class A ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (333-254493).
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(2)
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Represents Class A ordinary shares issuable upon vesting or exercise of awards granted under the 2012 Incentive
Compensation Plan (the “Plan”) as well as the Class A ordinary shares reserved for future awards under the Plan. Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers
an indeterminate number of additional shares which may be offered and issued to prevent dilution from share splits, share dividends, or
similar transactions as provided in the Plan. Any Class A ordinary shares covered by an award granted under the Plan (or portion of an
award) that terminates, expires, or lapses for any reason will be deemed not to have been issued for purposes of determining the maximum
aggregate number of Class A ordinary shares that may be issued under the Plan.
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(3)
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The amount to be registered represents Class A ordinary shares issuable upon exercise of outstanding options
granted under the Plan and the corresponding proposed maximum offering price per share represents weighted average exercise price of these
outstanding options, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) under the Securities
Act.
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(4)
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The amount to be registered represents restricted shares, restricted share units or other awards granted
under the Plan and the corresponding proposed maximum offering price per share, which is estimated solely for the purposes of calculating
the registration fee under Rule 457(c) and Rule 457(h) under the Securities Act, is based on the average of the high and low prices for
the Registrant’s ADSs as quoted on the New York Stock Exchange on May 10, 2021, adjusted for ADS to Class A ordinary share ratio.
|
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(5)
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These Class A ordinary shares are reserved for future award grants under the Plan. The number of Class
A ordinary shares available for issuance under the Plan has been estimated for the purposes of calculating the amount of the registration
fee. The proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under
Rule 457(c) and Rule 457(h) under the Securities Act, is based on the average of the high and low prices for the Registrant’s ADSs
as quoted on the New York Stock Exchange on May 10, 2021, adjusted for ADS to Class A ordinary share ratio.
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(6)
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Any Class A ordinary shares covered by an award granted under the Plan (or portion of an award) that terminates,
expires or lapses for any reason will be deemed not to have been issued for purposes of determining the maximum aggregate number of Class
A ordinary shares that may be issued under the Plan.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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Item 1.
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Plan Information*
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Item 2.
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Registrant Information and Employee Plan Annual Information*
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act and the Note to Part I of
Form S-8. The documents containing information specified in this Part I will be separately provided to the participants covered by the
Plan, as specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3.
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Incorporation of Documents by Reference
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The following documents previously filed by Zhihu
Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference
herein:
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after
the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates
that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated
by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement in a document
incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded to the
extent that a statement contained in this registration statement or in any other later filed document that also is or is deemed to be
incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except
as so modified or superseded, to be a part of this registration statement.
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Item 4.
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Description of Securities
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Not applicable.
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Item 5.
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Interests of Named Experts and Counsel
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Not applicable.
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Item 6.
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Indemnification of Directors and Officers
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Cayman Islands law does not limit the extent
to which a company’s articles of association may provide for indemnification of directors and officers, except to the extent
any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification
against civil fraud or the consequences of committing a crime. The Registrant’s tenth amended and restated articles of
association, adopted by its shareholders on March 18, 2021 and effective immediately prior to the completion of the initial public
offering of the Registrant’s ADSs representing its Class A ordinary shares, provides that the Registrant shall indemnify its
directors and officers against actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained
by such persons in their capacity as such, except through their own dishonesty, willful default or fraud, in or about the conduct of
the Registrant’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of
their duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs,
expenses, losses or liabilities incurred by such persons in defending (whether successfully or otherwise) any civil proceedings
concerning the Registrant or its affairs in any court whether in the Cayman Islands or elsewhere.
Pursuant to the indemnification agreement, the
form of which was filed as Exhibit 10.2 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-253910),
the Registrant has agreed to indemnify its directors and executive officers against certain liabilities and expenses incurred by such
persons in connection with claims made by reason of their being directors or officers of
the Registrant.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions,
the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
The Registrant also maintains a directors and officers
liability insurance policy for its directors and officers.
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Item 7.
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Exemption from Registration Claimed
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Not applicable.
See the Index to Exhibits attached hereto.
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(a)
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The undersigned Registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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to include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth
in this registration statement; and
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(iii)
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to include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to that information in the registration statement;
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provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in this registration statement;
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(2)
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That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
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(b)
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The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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EXHIBIT INDEX
Exhibit Number
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Description
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4.1
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Tenth Amended and Restated Memorandum and Articles of Association of the Registrant, (incorporated herein by reference to Exhibit 3.2 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-253910))
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4.2
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Registrant’s Specimen Certificate for Class A Ordinary Shares (incorporated herein by reference to Exhibit 4.2 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-253910))
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4.3*
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Deposit Agreement, among the Registrant, JPMorgan Chase Bank, N.A., as depositary, and holders and beneficial owners of the American Depositary Receipts issued thereunder dated March 25, 2021
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5.1*
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Opinion of Maples and Calder (Hong Kong) LLP, Cayman Islands counsel to the Registrant, regarding the legality of the Class A Ordinary Shares being registered
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10.1
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2012 Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-253910))
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23.1*
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Consent of PricewaterhouseCoopers Zhong Tian LLP, an independent registered public accounting firm
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23.2*
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Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1)
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24.1*
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Power of Attorney (included on signature page hereto)
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* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing,
China, on May 17, 2021.
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Zhihu Inc.
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By:
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/s/ Yuan Zhou
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Name:
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Yuan Zhou
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Title:
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Chairman and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints, severally and not jointly, each of Yuan
Zhou and Wei Sun, with full power to act alone, as his or her true and lawful attorney-in-fact, with the power of substitution,
for and in such person’s name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each said attorney-in-fact full power and authority to do and perform each
and every act and thing requisite and necessary to be done as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorney-in-fact may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities on May 17, 2021.
Signature
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Title
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/s/ Yuan Zhou
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Chairman and Chief Executive Officer
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Yuan Zhou
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(Principal Executive Officer)
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/s/ Zhaohui Li
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Director
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Zhaohui Li
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/s/ Jiatong Peng
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Director
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Jiatong Peng
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/s/ Dahai Li
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Director and Chief Technology Officer
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Dahai Li
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/s/ Wei Sun
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Director and Chief Financial Officer
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Wei Sun
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(Principal Financial and Accounting Officer)
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/s/ Hanhui Sam Sun
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Director
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Hanhui Sam Sun
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/s/ Hope Ni
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Director
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Hope Ni
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE
UNITED STATES
Pursuant to the Securities Act of 1933, the undersigned,
the duly authorized representative in the United States of Zhihu Inc. has signed this registration
statement or amendment thereto in New York, New York on May 17, 2021.
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Authorized U.S. Representative Cogency
Global Inc.
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By:
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/s/ Collen A. De Vries
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Name:
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Collen A. De Vries
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Title:
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Senior Vice President
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