STOCK TITAN

Zhihu plans RMB1.5B commitment to China AI fund

Zhihu proposes a RMB1.5 billion AI fund commitment classified as a major transaction and sets September 21, 2026 record dates for the EGM.

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Zhihu Inc. (ZH) plans a major capital commitment to an AI-focused private equity and venture fund in China. Through a wholly owned PRC subsidiary, Zhihu has agreed to subscribe as a limited partner in Tianjin Lisi Xingshen Equity Investment Partnership with a capital commitment of RMB1.5 billion, payable in cash via capital calls and funded by the Group’s internal resources, subject to shareholder approval at an extraordinary general meeting (EGM). Zhihu expects its interest in the Fund to be no more than 30% after completion. The Fund will adopt a blind pool structure, investing primarily in early-to-mid-stage unlisted AI and related technology enterprises with a nexus to mainland China, with a seven-year term (extendable) and a four-year investment period. Under Hong Kong Listing Rules, the deal is classified as a major transaction, requiring reporting, announcement, circular and shareholder approval. Zhihu also set September 21, 2026 as the record date for ordinary shareholders and ADS holders’ voting instructions eligibility for the EGM.

Positive

  • None.

Negative

  • None.

Filing Explained

Zhihu has signed a conditional RMB1.5 billion fund commitment; approval would precede funding through later cash calls, with no portfolio selected yet.

As a Form 6-K interim report, this filing records Zhihu’s conditional agreement to commit RMB1.5 billion to an AI-focused private fund; shareholder approval must come before the subscription can be completed, creating a potential cash-call obligation rather than an immediate payment.

The interest is a limited-partnership interest held through a wholly owned subsidiary, not an identified portfolio investment: the fund is a blind pool, its targets have not been determined, and Zhihu will not make its specific investment decisions or manage the fund.

The next stated steps are the circular expected by September 30, 2026 and the extraordinary general meeting; those steps determine whether the conditional subscription proceeds.

Capital commitment RMB1,500,000,000 Limited partnership interest subscription in Tianjin Lisi Xingshen Equity Investment Partnership
Expected fund interest No more than 30% Zhihu’s interest in the Fund immediately following completion of the Subscription
Fund term 7 years From the First Closing Date, extendable by up to two additional one-year periods
Investment period 4 years From the First Closing Date of the Fund
Management fee rate Mid-single digit percentage Percentage of each limited partner’s paid-up capital contribution over the Fund term
Listing Rules percentage band Exceeds 25% but less than 100% Highest applicable percentage ratio classifying the Subscription as a major transaction
Ordinary Share Record Date September 21, 2026 Close of business Hong Kong time to determine eligibility to vote and attend the EGM
ADS Record Date September 21, 2026 Close of business New York time for ADS holders to instruct the Depositary
major transaction regulatory
"the Subscription constitutes a major transaction under the Listing Rules"
A major transaction is a single deal or series of related deals—such as a large acquisition, sale, merger, or asset transfer—that is big enough relative to a company’s size to trigger special regulatory or stock-exchange rules. Exchanges and laws usually measure it by thresholds (percentage of assets, revenue, or deal value), and it often requires extra disclosure, shareholder approval, or review. Investors pay attention because it can materially change a company’s assets, liabilities, ownership or strategy, like a household making a very large purchase or sale compared with its entire budget.
blind pool structure financial
"The Fund will adopt a blind pool structure, and the Fund’s investment targets"
A blind pool structure is an investment vehicle that raises money from investors before identifying or committing to specific assets, leaving the fund manager to choose investments later. It matters to investors because they are effectively buying into the manager’s judgment rather than a defined set of holdings—like lending someone money and trusting them to spend it on projects—so returns and risks depend heavily on the manager’s decisions and the fund’s stated strategy and governance.
capital commitment financial
"subscribe for a limited partnership interest in the Fund with a capital commitment"
A capital commitment is a promise by an investor or company to provide a set amount of money to a fund, project, or financing arrangement when called upon. Like agreeing to chip in for a group renovation in stages, it matters to investors because it signals future cash needs and obligations, affects a business’s available cash and borrowing capacity, and helps predict how and when projects or investments will be funded.
extraordinary general meeting regulatory
"approval by the Company’s shareholders at an extraordinary general meeting"
Asset Management Association of China regulatory
"The Fund Manager of the Fund is registered with the Asset Management Association of China"
limited partnership interest financial
"agreed to subscribe for a limited partnership interest in the Fund"

FAQ

What major transaction did Zhihu Inc. (ZH) announce in this Form 6-K?

Zhihu agreed, via a wholly owned subsidiary, to subscribe for a limited partnership interest in Tianjin Lisi Xingshen Equity Investment Partnership with a capital commitment of RMB1.5 billion, focused on AI and related technologies, subject to approval by shareholders at an extraordinary general meeting.

How large will Zhihu’s stake in the AI fund be after the subscription?

Zhihu expects that its interest in the Fund will be no more than 30% immediately following completion of the proposed subscription, with the remaining capital expected to be raised from approximately 20 to 30 institutional and industrial investors.

How will Zhihu fund the RMB1.5 billion commitment to the AI-focused fund?

The filing states that the RMB1.5 billion capital commitment under the Subscription Agreement will be payable in cash through the Fund’s capital call arrangements and that the Subscription will be funded by the internal resources of the Group.

Why is this AI fund subscription classified as a major transaction for ZH on HKEX?

Under Hong Kong Listing Rules, the highest applicable percentage ratio exceeds 25% but is less than 100%, so the Subscription constitutes a major transaction, triggering reporting, announcement, circular and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

When is the record date for Zhihu (ZH) shareholders and ADS holders for the EGM?

The record date for holders of Ordinary Shares is September 21, 2026, Hong Kong time. For ADS holders, the ADS record date is also September 21, 2026, New York time. Holders on these dates will be eligible to attend or provide voting instructions for the EGM.

What are the key terms of the AI fund in which Zhihu plans to invest?

The Fund has a seven-year term, extendable by up to two one-year periods, and a four-year investment period from its first closing. Management fees are a mid-single digit percentage of each limited partner’s paid-up capital, and distributions first return capital before profit sharing.

Will Zhihu control the AI fund’s investment decisions after the subscription?

No. Zhihu will participate as a limited partner and will not take part in day-to-day management or specific investment decisions. The General Partner and Fund Manager will exercise professional judgment to select investments according to the Fund’s strategy.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates

 

 

 

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 September 2026

 

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. Announces Proposed Subscription in AI-Focused Investment Fund
99.2   Announcement—Major Transaction—Subscription of the Fund
99.3   Announcement—Record Date for Extraordinary General Meeting of Shareholders

 

 

 

 

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: September 8, 2026

 

 

 

 

Exhibit 99.1

 

Zhihu Inc. Announces Proposed Subscription in AI-Focused Investment Fund

 

BEIJING, China, September 6, 2026 (GLOBE NEWSWIRE) Zhihu Inc. (“Zhihu” or the “Company”) (NYSE: ZH; HKEX: 2390), a leading online content community in China, today announced that the Company, through a wholly owned subsidiary, has entered into a subscription agreement for a limited partnership interest in Tianjin Lisi Xingshen Equity Investment Partnership (Limited Partnership) (the “Fund”), subject to approval by the Company’s shareholders at an extraordinary general meeting (“EGM”).

 

The proposed subscription involves a capital commitment of RMB1.5 billion, payable in cash pursuant to the Fund’s capital call arrangements. The Company expects that its interest in the Fund will be no more than 30% immediately following completion of the proposed subscription.

 

The Fund will primarily invest, directly or indirectly, in early-to-mid-stage unlisted enterprises in the field of AI and related technology sectors established or operating in, or with other significant nexus to, mainland China. The Fund will adopt a blind pool structure, and the Fund’s investment targets have not yet been determined. The Company, as a limited partner, will not participate in the Fund’s day-to-day management or specific investment decisions.

 

The Company believes that the proposed subscription will enable it to leverage the fund manager’s sector expertise, industry resources and investment capabilities to broaden its access to high-quality AI and technology investment opportunities, deepen its understanding of emerging technologies, products and business models, and explore potential collaboration opportunities across the broader AI ecosystem.

 

The proposed subscription does not represent a change in the Company’s principal business or strategic focus. Zhihu will continue to focus on the development of its online content community and core businesses, while prudently evaluating AI-related business opportunities and pursuing disciplined capital allocation with a view to creating long-term value for its shareholders.

 

The proposed subscription constitutes a major transaction under Chapter 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and is subject to shareholders’ approval at an EGM that the Company plans to convene in the near future. Further information regarding the proposed subscription is available in the Company’s announcement published on the website of the Hong Kong Stock Exchange on September 6, 2026.

 

About Zhihu Inc.

 

Zhihu Inc. (NYSE: ZH; HKEX: 2390) is a leading online content community where people come to find solutions, make decisions, seek inspiration, and have fun. Since the initial launch in 2010, Zhihu has grown into the largest Q&A-inspired online content community in China. For more information, please visit https://ir.zhihu.com.

 

 

 

 

Safe Harbor Statement

 

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to,” or other similar expressions. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the SEC and the Hong Kong Stock Exchange. All information provided in this press release is as of the date of this press release, and the Company does not undertake any duty to update such information, except as required under applicable law.

 

For investor and media inquiries, please contact:

 

Zhihu Inc.
Email: ir@zhihu.com

 

Christensen Advisory
Roger Hu
Tel: +86-10-5900-1548
Email: zhihu@christensencomms.com

 

 

 

 

Exhibit 99.2

 

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

 

Zhihu Inc.

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

(NYSE: ZH; HKEX: 2390)

 

MAJOR TRANSACTION

SUBSCRIPTION OF THE FUND

 

SUBSCRIPTION OF THE FUND

 

The Board announces that on September 4, 2026 (after trading hours of the Stock Exchange), the Subscriber, a wholly owned subsidiary of the Company, entered into the Subscription Agreement with the General Partner and the Fund Manager, pursuant to which the Subscriber agreed to subscribe for a limited partnership interest in the Fund with a capital commitment of RMB1,500,000,000 and to enter into the Partnership Agreement in respect of the Fund, which are conditional upon the approval of the Subscription by the Shareholders at the EGM.

 

LISTING RULES IMPLICATIONS

 

As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Subscription exceeds 25% but is less than 100%, the Subscription constitutes a major transaction under the Listing Rules and is subject to reporting, announcement, circular and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

 

The Company will convene the EGM for the Shareholders to consider and, if thought fit, to approve the Subscription and the transactions contemplated under the Subscription Agreement. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no Shareholder has a material interest in the Subscription and accordingly no Shareholder would be required to abstain from voting on the resolution(s) at the EGM.

 

GENERAL

 

In accordance with the Listing Rules, a circular containing, among other things, (i) further details of the Subscription; (ii) other information required under the Listing Rules; and (iii) a notice of the EGM, is expected to be dispatched to the Shareholders on or before September 30, 2026 (which is more than 15 business days after the publication of this announcement) as additional time is required to prepare the information to be included in the circular.

 

1

 

 

SUBSCRIPTION OF THE FUND

 

Subscription Agreement

 

The Board announces that on September 4, 2026 (after trading hours of the Stock Exchange), the Subscriber, a wholly owned subsidiary of the Company, entered into the Subscription Agreement with the General Partner and the Fund Manager.

 

Pursuant to the Subscription Agreement, the Subscriber agreed to subscribe for a limited partnership interest in the Fund with a capital commitment of RMB1,500,000,000 payable in cash and to enter into the Partnership Agreement in respect of the Fund, which are conditional upon the approval of the Subscription by the Shareholders at the EGM.

 

The Subscription will be funded by the internal resources of the Group.

 

The capital commitment was determined after arm’s length negotiations between the parties, having regard to, among other things, the Fund’s investment strategy and focus on AI and frontier technology, the Fund Manager’s track record and investment capabilities, the expected size of the Fund, and the market terms of comparable fund investments. For further details, please refer to the section headed “REASONS FOR AND BENEFITS OF THE SUBSCRIPTION” below.

 

Partnership Agreement

 

The salient terms of the Partnership Agreement are set out below:

 

Date: A date after obtaining the approval of the Subscription by the Shareholders at the EGM.
   
Parties: (i) The Subscriber, as a limited partner; (ii) the General Partner; and (iii) such other limited partners as may be admitted to the Fund from time to time at the sole discretion of the General Partner.
   
  The Fund entity was incorporated in May 2026 and, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, apart from Mr. Xi Cao (曹曦) as an initial limited partner until the admission of the other limited partners, no other limited partner has been admitted to the Fund. The General Partner currently expects to raise capital from approximately 20 to 30 market-based institutional investors and/or industrial investors. The Company expects that its interest in the Fund will be no more than 30% immediately after the completion of the Subscription.
   
Fund Manager: The Fund Manager of the Fund is registered with the Asset Management Association of China as a private fund manager.
   
Capital Call: The General Partner shall give not less than three business days’ notice, subject to the Subscription Agreement.
   
Management Fee: Each limited partner shall pay a mid-single digit percentage of such limited partner’s paid-up capital contribution over the term of the Fund as management fee, subject to waiver by the Fund Manager at its own discretion.

 

2

 

 

Distribution: Distributable funds of the Fund will be applied first towards return of each limited partner’s paid-up capital contribution, and thereafter as to a substantial portion to the relevant limited partner and the remaining to the General Partner, provided that the General Partner may waive, in whole or in part, its entitlement to such remaining distribution in respect of any limited partner. Distributions shall be made within 60 days in principle after the Fund receives the relevant income. Unused capital contributions shall be distributed to the partners based on the actual unused amount of their respective paid-up capital contribution.
   
Fund Term: Seven years from the First Closing Date, extendable by the General Partner for up to two consecutive periods of one year each.
   
Investment Period: Four years from the First Closing Date.
   
Investment Strategy: The Fund will primarily invest, directly or indirectly, in early-to-mid-stage unlisted enterprises in the field of AI and related technology sectors established or operating in, or with other significant nexus to, mainland China.
   
Reporting: The Fund shall provide limited partners with semi-annual operating reports and annual audited reports during its operating term.

 

REASONS FOR AND BENEFITS OF THE SUBSCRIPTION

 

The Company is principally engaged in operating Zhihu (知乎), one of China’s leading online content communities. The Company has continued to integrate AI technology into its community and businesses, including Zhihu Zhida, expert data solutions, and AI-enabled content and IP Operation. Given this background, the Directors believe that the Fund’s focus on foundation models, AI infrastructure, robotics and AI applications is relevant to the Company’s ongoing focus on AI technology and industry development. Through the Subscription, the Company expects to broaden its access to investment opportunities in high-quality AI and technology enterprises and further deepen its understanding of the development of AI technologies, products and business models.

 

The Fund’s investment strategy may also present certain potential synergies with the Company’s existing AI-related businesses. In particular, investments in foundation models and AI applications may enable the Company to deepen its understanding of the development of large language model technologies, product formats and application scenarios, and may provide potential opportunities for technology application or business cooperation in areas such as Zhihu Zhida, expert data solutions, and AI-related content and IP development. Investments in areas such as AI infrastructure and robotics may also help the Company broaden its understanding of the AI value chain and emerging technology trends. As the Company, in its capacity as a limited partner of the Fund, does not participate in the Fund’s specific investment decisions, any potential business cooperation or synergies will depend on the Fund’s actual portfolio and relevant commercial opportunities and will be separately evaluated by the Company based on their commercial merits.

 

3

 

 

Given the specialized nature and resource requirements of primary market investments in the AI sector, which require extensive industry research, deal sourcing, investment screening, transaction execution and post-investment management capabilities, the Directors believe that participating in a professionally managed fund will enable the Company to: (i) leverage the Fund Manager’s professional expertise in industry research, deal screening, investment judgment, deal sourcing and post-investment management; (ii) gain access to investment opportunities in AI and technology enterprises with high technological barriers and long-term growth potential; and (iii) strengthen its understanding of emerging AI technologies and the broader AI ecosystem and provide additional perspectives and potential opportunities for the Company to explore future business cooperation.

 

The Directors also note that high-quality investment opportunities in the current AI primary market generally involve relatively high professional and resource requirements, and certain investment opportunities may be limited. Fund managers with established industry networks, sector expertise and investment experience may therefore have advantages in sourcing and screening such opportunities.

 

Based on the information provided by the Fund Manager, investors in funds previously managed by the Fund Manager include certain listed companies and institutional investors, including government-backed funds. The Directors have also considered, among other things, the Fund Manager’s sector experience, fund management experience, industry resources and deal sourcing capabilities, and believe that such experience and capabilities may assist the Fund in implementing its investment strategy.

 

In determining to pursue the Subscription, the Directors have taken into account the Company’s existing liquidity position, working capital requirements, funding requirements for the development of its core businesses and future business development needs. The Directors consider that the Subscription represents an opportunity for the Company, under prudent capital allocation principles, to participate in the long-term development of the AI industry and seek potential long-term investment returns, while the Subscription is not expected to have a material adverse impact on the Company’s ordinary course of business or the development of its core businesses.

 

The Subscription does not represent a change in the Company’s principal business or strategic focus. The Company will continue to focus on the development of the Zhihu community, improve the quality and efficiency of its core businesses, and prudently evaluate and develop AI-related business opportunities. The Company may also, where appropriate, leverage its long-standing strengths in professional content, IP, creator and expert ecosystems and AI applications to explore potential cooperation opportunities with participants in the broader AI ecosystem. Any such cooperation opportunities, if any, will be subject to separate evaluation by the Company based on their commercial merits.

 

The Directors (including the independent non-executive Directors) are of the view that the terms of the Subscription Agreement and the Subscription are on normal commercial terms, fair and reasonable, and in the interests of the Company and the Shareholders as a whole.

 

4

 

 

INFORMATION ABOUT THE PARTIES AND THE FUND

 

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 Ticker: ZH) and on the Main Board of the Stock Exchange (HKEX stock code: 2390). The Group is primarily engaged in the operation of an online content community and monetizes through paid content and IP operations, marketing services and other services.

 

The Subscriber is a limited liability company newly established under the laws of the PRC, and a wholly-owned subsidiary of the Company. The Subscriber’s business scope includes technology development and services, big data and internet data services, artificial intelligence and software development, and information technology consulting services.

 

The Fund and the Fund Manager

 

The Fund entity is a limited partnership incorporated under the laws of the PRC in May 2026. The Fund will adopt a blind pool structure, and the Fund’s investment targets have not yet been determined. The General Partner and the Fund Manager will exercise their professional judgment and discretion to select and execute investments in accordance with the Fund’s investment strategy. The Subscriber will not participate in the day-to-day management or investment decision-making of the Fund.

 

The Fund Manager is the RMB private equity and venture capital fund management platform within the Monolith (礪思資本) investment management group. It is registered with AMAC as a private fund manager (registration number: P1073165) and manages assets under management of RMB5 billion to RMB10 billion, with a long-term focus on technology innovation investment, particularly AI, advanced computing, robotics, and frontier technology. The Fund Manager is ultimately owned as to 99% and 1% by Mr. Xi Cao and Ms. Ziqi He (何子器), respectively.

 

The General Partner is a limited partnership established in the PRC principally engaged in investment activities, enterprise management and consulting, and related consulting services. Mr. Xi Cao and Ms. Ziqi He ultimately own approximately 99% and 1% of the General Partner, respectively.

 

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the General Partner, the Fund Manager and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons (as defined under the Listing Rules).

 

LISTING RULES IMPLICATIONS

 

As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Subscription exceeds 25% but is less than 100%, the Subscription constitutes a major transaction under the Listing Rules and is subject to reporting, announcement, circular and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

 

5

 

 

The Company will convene the EGM for the Shareholders to consider and, if thought fit, to approve the Subscription and the transactions contemplated under the Subscription Agreement. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no Shareholder has a material interest in the Subscription and accordingly no Shareholder would be required to abstain from voting on the resolution(s) at the EGM.

 

GENERAL

 

In accordance with the Listing Rules, a circular containing, among other things, (i) further details of the Subscription; (ii) other information required under the Listing Rules; and (iii) a notice of the EGM, is expected to be dispatched to the Shareholders on or before September 30, 2026 (which is more than 15 business days after the publication of this announcement) as additional time is required to prepare the information to be included in the circular.

 

DEFINITIONS

 

In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings:

 

“AMAC” the Asset Management Association of China (中國證券投資基金業協會)
   
“Board” the board of Directors of the Company
   
“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
   
“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
   
“Director(s)” the director(s) of the Company
   
“EGM” the extraordinary general meeting of the Company to be convened to consider and, if thought fit, approve the Subscription and the transactions contemplated under the Subscription Agreement
   
“First Closing Date” the date of first closing of the Fund as described in the Partnership Agreement
   
“Fund” Tianjin Lisi Xingshen Equity Investment Partnership (Limited Partnership)* (天津礪思星深股權投資合夥企業(有限合夥)), a limited partnership established under the laws of the PRC
   
“Fund Manager” Hainan Lisi Private Fund Management Co., Ltd.* (海南礪思私募基金管理有限公司), the fund manager of the Fund

 

6

 

 

“General Partner” Tianjin Lisi Mingtang Enterprise Management Consulting Partnership (Limited Partnership)* (天津礪思明棠企業管理諮詢合夥企業(有限合夥)), the general partner of the Fund
   
“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 PRC
   
“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
   
“Partnership Agreement” the limited partnership agreement in respect of the Fund, namely Tianjin Lisi Xingshen Equity Investment Partnership (Limited Partnership)* (天津礪思星深股權投資合夥企業(有限合夥)), a form of which is attached as an annex to the Subscription Agreement
   
“RMB” Renminbi, the lawful currency of China
   
“Share(s)” the Class A ordinary shares and Class B ordinary shares in the share capital of the Company, as the context so requires
   
“Shareholder(s)” holder(s) of the Shares
   
“Stock Exchange” The Stock Exchange of Hong Kong Limited
   
“Subscriber” Beijing Zhizhe Tansuo Technology Co., Ltd.* (北京智者探索科技有限公司), a wholly owned subsidiary of the Company, as limited partner of the Fund
   
“Subscription” the subscription by the Subscriber for a limited partnership interest in the Fund pursuant to the Subscription Agreement
   
“Subscription Agreement” the subscription agreement in respect of the Fund dated September 4, 2026

 

  By Order of the Board
  Zhihu Inc.
Yuan Zhou
  Chairman

 

Hong Kong, September 6, 2026

 

As of the date of this announcement, the Board comprises Mr. Yuan Zhou as an executive Director, Mr. Dahai Li, Mr. Zhaohui Li and Mr. Qu Chen as non-executive Directors and Ms. Hope Ni, Mr. Derek Chen and Dr. Li-Lan Cheng as independent non-executive Directors.

 

*    For identification purposes only

 

7

 

 

Exhibit 99.3

 

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)

 

RECORD DATE FOR

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

 

The board of directors (the “Board”) of Zhihu Inc. (the “Company”) announces that the record date for the purpose of determining the eligibility of the holders of the Class A Ordinary Shares and the Class B Ordinary Shares, par value US$0.000125 each (the “Ordinary Shares”), to vote and attend the forthcoming extraordinary general meeting of the Company (the “EGM”), will be as of the close of business on Monday, September 21, 2026, Hong Kong time (the “Ordinary Share Record Date”).

 

In order to be eligible to vote and attend the EGM, with respect to Shares registered on the Company’s branch share register in Hong Kong, all valid documents for the transfers of shares accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited, Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, no later than 4:30 p.m. on Monday, September 21, 2026, Hong Kong time; and with respect to Shares registered on the Company’s principal share register in the Cayman Islands, all valid documents for the transfers of shares accompanied by the relevant share certificates must be lodged with the Company’s principal share registrar and transfer office, Maples Fund Services (Cayman) Limited, PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands, no later than 6:00 p.m. on Sunday, September 20, 2026, Cayman Islands time (due to the time difference between the Cayman Islands and Hong Kong). All persons who are registered holders of the Shares on the Ordinary Share Record Date will be entitled to vote and attend the EGM.

 

Holders of American depositary shares (the “ADSs”) issued by JPMorgan Chase Bank, N.A. as the depositary of the ADSs (the “Depositary”), each representing three Class A Ordinary Shares of the Company, may attend, but may not vote at, the EGM. The ADS holders as of the close of business on Monday, September 21, 2026, New York time (the “ADS Record Date”, together with the Ordinary Share Record Date, the “Record Date”), will be able to instruct the Depositary, being the holder of record of the Class A Ordinary Shares represented by the ADSs, as to how to vote the Class A Ordinary Shares represented by such ADSs. The Depositary will endeavor, to the extent practicable and legally permissible, to vote or cause to be voted at the EGM the Class A Ordinary Shares represented by the ADSs in accordance with the instructions that it has properly received from the ADS holders. Please be aware that, because of the time difference between Hong Kong and New York, any ADS holders that cancel their ADSs in exchange for Class A Ordinary Shares on Monday, September 21, 2026, New York time will no longer be ADS holders with respect to such canceled ADSs as of the ADS Record Date and will not be able to instruct the Depositary as to how to vote the Class A Ordinary Shares represented by such canceled ADSs as described above; such ADS holders will also not be holders of the Class A Ordinary Shares represented by such canceled ADSs as of the Ordinary Share Record Date for the purpose of determining the eligibility to attend and vote at the EGM.

 

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Details including the date and location of the EGM will be set out in a notice of EGM to be issued and provided to holders of Ordinary Shares and ADSs as of the respective Record Date together with the proxy materials in due course.

 

  By Order of the Board
  Zhihu Inc.
Yuan Zhou
  Chairman

 

Hong Kong, September 6, 2026

 

As of the date of this announcement, the Board comprises Mr. Yuan Zhou as an executive Director, Mr. Dahai Li, Mr. Zhaohui Li and Mr. Qu Chen as non-executive Directors and Ms. Hope Ni, Mr. Derek Chen and Dr. Li-Lan Cheng as independent non-executive Directors.

 

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