Zhihu : Supplemental Submission Pursuant to Item 16I(a) of Form 20-F - Form 6-K
April 28, 2023 at 12:02 pm
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Supplemental Submission Pursuant to Item 16I(a) of Form 20-F
Zhihu Inc. (the "Company") is submitting to the U.S. Securities and Exchange Commission (the "SEC") the following information as required under Item 16I(a) of Form 20-F in relation to the Holding Foreign Companies Accountable Act (the "HFCAA").
On May 13, 2022, the Company was conclusively identified by the SEC as a Commission-Identified Issuer pursuant to the HFCAA because it filed an annual report on Form 20-F for the year ended December 31, 2021 with the SEC on April 8, 2022 with an audit report issued by PricewaterhouseCoopers Zhong Tian LLP, a registered public accounting firm retained by the Company for the preparation of the audit report on the Company's financial statements included therein. PricewaterhouseCoopers Zhong Tian LLP is a registered public accounting firm headquartered in mainland China, a jurisdiction where the Public Company Accounting Oversight Board (the "PCAOB") determined that it was unable to inspect or investigate completely registered public accounting firms headquartered there, including PricewaterhouseCoopers Zhong Tian LLP, until December 2022 when the PCAOB vacated its previous determination.
In response to Item 16I(a) of Form 20-F, the Company believes that the following information establishes that it is not owned or controlled by a government entity in mainland China.
Mr. Yuan Zhou, founder, chairman, and chief executive officer of the Company, beneficially owned (determined in accordance with the SEC rules), as of March 31, 2023, 11.6% of the total issued and outstanding ordinary shares of the Company, representing 42.5% of the total voting power of the Company.
To the Company's knowledge based on its register of members and public filings made by its shareholders, excluding the beneficial ownership of the Company's directors and senior management, no shareholder beneficially owned 5% or more of the Company's total issued and outstanding ordinary shares as of March 31, 2023, other than Tencent Entities, Qiming Entities, Innovation Works Entities, and Cosmic Blue Investments Limited.
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Tencent Entities are beneficially owned and controlled by Tencent Holdings Limited, which is a Hong Kong-listed Cayman Islands company and, to the Company's knowledge, is not controlled by a government entity in mainland China. Tencent Entities beneficially owned 38,066,599 Class A ordinary shares of the Company based on the form of disclosure of interests filed by the Tencent Entities with The Stock Exchange of Hong Kong Limited on April 22, 2022. Assuming Tencent Entities' shareholding has not changed since April 22, 2022, it represented 12.0% of the total issued and outstanding ordinary shares and 7.8% of the total voting power of the Company as of March 31, 2023.
Zhihu Inc. published this content on 28 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 April 2023 11:00:32 UTC.
Zhihu Inc is a China-based holding company principally engaged in the operation of online question-and-answer (Q&A) communities. The Company is principally engaged in the provision of advertising services, paid membership services, content monetization solutions and other services. The Company's online community provides a platform for users to find solutions, make decisions, find inspiration and have fun. The Company's online community is an online content community based on user-generated content (UGC). In addition, the Company's platform offers a range of contents such as daily life choices, esoteric knowledge content or unique experiences, and important life choices.
ZHIHU INC. 
