Exhibit 99.3

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Zhihu Inc., you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

Zhihu Inc.

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

(NYSE: ZH; HKEX: 2390)

(1) PROPOSED GRANT OF GENERAL MANDATE TO ISSUE SHARES; 

(2) PROPOSED GRANT OF GENERAL MANDATE TO REPURCHASE SHARES

AND/OR ADSS; 

(3) PROPOSED RE-ELECTION OF DIRECTORS; 

(4) PROPOSED RE-APPOINTMENT OF AUDITORS;

(5) PROPOSED AMENDMENTS TO THE 2022 SHARE INCENTIVE PLAN;

AND 

(6) NOTICE OF ANNUAL GENERAL MEETING

A letter from the Board is set out on pages 7 to 16 of this circular.

Notice convening the AGM to be held at Room Xinzhi, Floor 1, Zone C, China Industry-Academy-Research Achievement Transformation Center, No. 18A Xueqing Road, Haidian District, Beijing, the People’s Republic of China on June 30, 2026 at 10:00 a.m. (Beijing Time) are set out on pages 47 to 52 of this circular. A form of proxy for use at the AGM is also enclosed and published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (https://ir.zhihu.com/).

Holders of record of the Company’s Shares on the Company’s register of members as of the close of business on the Share Record Date (Hong Kong time) are cordially invited to attend the AGM in person. Holders of the Company’s ADSs as of the close of business on the ADS Record Date (New York time) are cordially invited to submit your voting instructions to JPMorgan Chase Bank, N.A. Whether or not you propose to attend and vote at the said meetings, please complete, sign, date, and return the accompanying proxy form to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited (for holders of Shares) or your voting instructions to JPMorgan Chase Bank, N.A. (for holders of the ADSs) as promptly as possible and before the prescribed deadline if you wish to exercise your voting rights. Computershare Hong Kong Investor Services Limited must receive the proxy form by no later than 10:00 a.m., Hong Kong time, on June 28, 2026 at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong to ensure your representation at the AGM; and JPMorgan Chase Bank, N.A. must receive your voting instructions by the time and date specified in the ADS voting instruction card to enable the votes attaching to the Class A Ordinary Shares represented by your ADSs to be cast at the AGM. For the avoidance of doubt, holders of treasury Shares of the Company shall have no voting rights at the Company’s general meeting, and for the purpose of the Listing Rules, holders of treasury Shares of the Company, if any, shall abstain from voting at the Company’s general meeting.

June 8, 2026

Pages

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

DEFINITIONS

LETTER FROM THE BOARD

Zhihu Inc. 

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

(NYSE: ZH; HKEX: 2390)

June 8, 2026

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED GRANT OF GENERAL MANDATE TO ISSUE SHARES; 

(2) PROPOSED GRANT OF GENERAL MANDATE TO REPURCHASE SHARES AND/OR ADSS; 

(3) PROPOSED RE-ELECTION OF DIRECTORS; 

(4) PROPOSED RE-APPOINTMENT OF AUDITORS; 

(5) PROPOSED AMENDMENTS TO THE 2022 SHARE INCENTIVE PLAN;

AND 

(6) NOTICE OF ANNUAL GENERAL MEETING

On behalf of the Board, I would like to invite you to attend the AGM to be held at 10:00 a.m. (Beijing time) at Room Xinzhi, Floor 1, Zone C, China Industry-Academy-Research Achievement Transformation Center, No. 18A Xueqing Road, Haidian District, Beijing, the People’s Republic of China on June 30, 2026.

LETTER FROM THE BOARD

The purpose of this circular is to give you notice of the AGM, and to provide you with information regarding the following proposals to be put forward at the AGM:

In order to give the Company the flexibility to issue Class A Ordinary Shares (including any sale or transfer of treasury Shares) if and when appropriate, without needing to convene a general meeting for each and every share issuance, an ordinary resolution will be proposed at the AGM to approve the granting of a general mandate to the Directors to allot, issue or deal with additional Class A Ordinary Shares (including any sale or transfer of treasury Shares out of treasury) not exceeding 20% of the total number of issued and outstanding Shares (excluding any treasury Shares) as at the date of passing of such resolution (the “Issuance Mandate”).

As at the Latest Practicable Date, the issued and outstanding share capital of the Company comprised 245,733,181 Class A Ordinary Shares (excluding the 5,174,334 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 share incentive plans of the Company (“Bulk Issuance Shares”) as of the Latest Practicable Date) and 15,233,755 Class B Ordinary Shares. The Company does not hold any treasury Shares as at the Latest Practicable Date. Subject to the passing of the ordinary resolution 3 and on the basis that no further Shares are issued, cancelled or repurchased after the Latest Practicable Date and up to the date of the AGM, the Company will be allowed to issue (or transfer out of treasury) a maximum of 52,193,387 Class A Ordinary Shares. The Directors wish to state that they have no immediate plans to issue any new Shares (including to sell or transfer any treasury Shares out of treasury) pursuant to the Issuance Mandate.

In addition, subject to a separate approval of the ordinary resolution 5, the number of Shares and/or Shares underlying the ADSs purchased by the Company under ordinary resolution 4 will also be added to extend the Issuance Mandate as mentioned in ordinary resolution 3 provided that such additional amount shall represent up to 10% of the number of issued and outstanding Shares (excluding any treasury Shares) as at the date of passing the resolutions in relation to the Issuance Mandate and Repurchase Mandate (as defined below).

LETTER FROM THE BOARD

In order to give the Company the flexibility to repurchase Shares and/or ADSs if and when appropriate, without needing to convene a general meeting for each and every repurchase, an ordinary resolution will be proposed at the AGM to approve the granting of a new general mandate to the Directors to exercise the powers of the Company to repurchase Shares and/or ADSs representing up to 10% of the total number of issued and outstanding Shares (excluding any treasury Shares) as at the date of passing of such resolution (the “Repurchase Mandate”).

As at the Latest Practicable Date, the issued and outstanding share capital of the Company comprised 245,733,181 Class A Ordinary Shares (excluding 5,174,334 Bulk Issuance Shares as of the Latest Practicable Date) and 15,233,755 Class B Ordinary Shares. Subject to the passing of the ordinary resolution 4 and on the basis that no further Shares are issued, cancelled or repurchased after the Latest Practicable Date and up to the date of the AGM, the Company will be allowed to repurchase a maximum of 26,096,693 Class A Ordinary Shares.

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix I to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the AGM.

The Issuance Mandate (including the extended Issuance Mandate) and the Repurchase Mandate, if granted, shall continue to be in force during the period from the date of passing of the resolutions for the approval of the Issuance Mandate (including the extended Issuance Mandate) and the Repurchase Mandate up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles of Association or any applicable laws; or (iii) the date on which the authority set out in the Issuance Mandate (including the extended Issuance Mandate) or the Repurchase Mandate (as the case may be) is revoked or varied by an ordinary resolution of the Shareholders in general meeting, whichever occurs first.

Pursuant to the Articles of Association, the Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an additional Director. Any Director appointed by the Board to fill a casual vacancy shall hold office only until the first annual general meeting of the Company after his/her appointment and be subject to re-election at such meeting. Accordingly, Mr. Qu Chen, who was appointed as a non-executive Director on June 3, 2026, shall retire and, being eligible, has offered himself for re-election at the AGM.

LETTER FROM THE BOARD

Pursuant to the Articles of Association and the Corporate Governance Code set out in Appendix C1 to the Listing Rules, Mr. Zhaohui Li and Ms. Hope Ni shall retire at the AGM and, being eligible, will offer themselves for re-election as Directors (together with Mr. Qu Chen, the “Nominees”) at the AGM. Details of the Nominees are set out in Appendix II to this circular. The proposals for the re-election of the Nominees will be submitted for the Shareholders’ approval at the AGM. The term of office of each Nominee is three years, commencing from the date of approval by the Shareholders at the AGM. For details of the Nominees’ interest, please refer to the Appendix II to this circular. Save as disclosed in the Appendix II to this circular, none of the Nominees has any interests in the Shares within the meaning of Part XV of the SFO. Except as stated in the Appendix II to this circular, none of the Nominees currently nor in the past three years, holds any directorships in any other listed companies or any other major positions in the Company and its subsidiaries. Save as disclosed in this circular, none of the Nominee has any relationship with any Director, senior management, substantial shareholders or Controlling Shareholders.

The Nomination Committee of the Company has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company’s board diversity policy and director nomination policy and the Company’s corporate strategy and the independence of the Independent Non-executive Directors. Ms. Hope Ni, the retiring Independent Non-executive Director, has confirmed her independence with reference to the factors set out in Rule 3.13 of the Listing Rules. The Nomination Committee and the Board considered that the retiring Independent Non-executive Director is independent in accordance with the independence guidelines set out in the Listing Rules, and are satisfied with the retiring Directors’ contribution to the Company, which will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity. The Nomination Committee and the Board therefore recommended the re-election of all the Nominees including the aforesaid Independent Non-executive Director at the AGM.

Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any director(s) proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders’ approval at that relevant general meeting. Subject to the requirements under the Listing Rules and the Articles of Association, a Shareholder may nominate a person to stand for election as a Director.

Following the recommendation of the audit committee of the Board, the Board proposed to re-appoint PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP as the auditors of the Company with a term expiring upon the next annual general meeting of the Company.

LETTER FROM THE BOARD

The estimated audit fees for the year ending December 31, 2026 is expected to be approximately RMB9.2 million. The estimation takes into account various factors such as the scope and complexity of the audit work for the Group’s consolidated financial statements, the scale of the Group’s operations, a significant number of subsidiaries, the expected audit timeline, resources and professional expertise required. Specifically, as a dual primary-listed entity, the auditors are engaged to conduct two separate, full-scope audits of the Group’s consolidated financial statements: (i) the integrated audit (covering both financial statement audit and internal control over financial reporting) performed in accordance with the standards established by the Public Company Accounting Oversight Board to satisfy U.S. Securities and Exchange Commission regulatory requirements by PricewaterhouseCoopers Zhong Tian LLP; and (ii) the financial statement audit performed in accordance with the International Standards on Auditing to meet the requirements under the Listing Rules by PricewaterhouseCoopers. Furthermore, the estimated audit fees assume there will be no material changes in the Group’s businesses and operations, accounting policies or regulatory environment, and that the Company will provide timely and adequate assistance and information as required for the audit.

The Board first adopted the 2022 Share Incentive Plan on March 30, 2022, which, subject to the waiver, complies with the then effective Chapter 17 of the Listing Rules. The Board has resolved to amend and restate the 2022 Share Incentive Plan as the Amended and Restated 2022 Share Incentive Plan in order to comply with the new requirements on share schemes involving issuance of new shares under Chapter 17 of the Listing Rules. The Amended and Restated 2022 Share Incentive Scheme is subject to Shareholders’ approval at the AGM.

The purpose of the Amended and Restated 2022 Share Incentive Plan is to promote the success and enhance the value of the Company by linking the personal interests of the Employee Participants, Related Entity Participants and Service Provider Participants to those of the Shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to the Shareholders. The Amended and Restated 2022 Share Incentive Plan is also designed to afford the Company flexibility in motivating, attracting and retaining the services of Eligible Participants, whose judgment, interests and special efforts are critical to the successful conduct of the Company’s operations.

As at the Latest Practicable Date, the Company had a total of 260,966,936 issued and outstanding Shares, comprising 245,733,181 Class A Ordinary Shares and 15,233,755 Class B Ordinary Shares, excluding 5,174,334 Class A Ordinary Shares issued to the Depositary for Bulk Issuance Shares. The Company did not hold any treasury Shares as at the Latest Practicable Date. Assuming there is no change in the number of issued and outstanding Shares during the period from the Latest Practicable Date to the Adoption Date, the maximum aggregate number of Shares which may be issued pursuant to all Awards together with the number of Shares which may be issued pursuant to any awards to be granted under any other schemes of the Company shall be 26,096,693 Shares, being the number of Shares representing 10% of the total number of issued and outstanding Shares on the Adoption Date. The Awards under the Amended and Restated 2022 Share Incentive Plan will be funded by the issuance of new Class A Ordinary Shares or treasury Shares (if any) (or equivalent amount of ADSs, at the discretion of the Board or the Committee) or the purchase of existing Class A Ordinary Shares (or equivalent amount of ADSs, at the discretion of the Board or the Committee) by way of on-market transaction, at the discretion of the Board or the Committee.

LETTER FROM THE BOARD

As at the Latest Practicable Date, the trustee of the Amended and Restated 2022 Share Incentive Plan held 24,718,175 Class A Ordinary Shares, which are held on trust for participants under the Amended and Restated 2022 Share Incentive Plan to satisfy the future exercise or vesting of Awards. Under the trust deed in respect of the Amended and Restated 2022 Share Incentive Plan, the trustee will not exercise the voting rights in respect of any Class A Ordinary Shares held under the Amended and Restated 2022 Share Incentive Plan. The relevant trustee is independent of the Company and its connected persons (including the Directors), and shall comply with the requirements regarding voting arrangements as set out under Rule 17.05A of the Listing Rules.

The operation of the Amended and Restated 2022 Share Incentive Plan is conditional upon:

For the avoidance of doubt, any granted and unexercised options, and any granted and unvested awards under the 2022 Share Incentive Plan prior to the Adoption Date shall continue to be valid and exercisable and/or vested in accordance with the terms of the grant and the 2022 Share Incentive Plan. As at the Latest Practicable Date, there was an aggregate of 14,029,125 Class A Ordinary Shares underlying unvested restricted share units under the 2022 Share Incentive Plan, of which 203,202 were granted to Directors and 13,825,923 were granted to employees of the Group, who are all considered as Employee Participants under the Amended and Restated 2022 Share Incentive Plan. There are no historical grants made by the Company to Related Entity Participants or Service Provider Participants under the 2022 Share Incentive Plan. The Company has no plans to immediately grant Awards after the passing of the Amended and Restated 2022 Share Incentive Plan.

Key changes to the 2022 Share Incentive Plan under the Amended and Restated 2022 Share Incentive Plan include, without limitation, the following:

Pursuant to the note to Rule 17.03(2) of the Listing Rules, the Board has sought legal advice on the prospectus requirements of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) in relation to the Amended and Restated 2022 Share Incentive Plan, and will comply with the relevant requirements when granting Awards to the Eligible Participants.

Waiver from strict compliance with Rule 17.03E of the Listing Rules regarding exercise price of Options to be granted pursuant to the Amended and Restated 2022 Share Incentive Plan

Rule 17.03E of the Listing Rules states that the exercise price of an option must be at least the higher of: (i) the closing price of the shares as stated in the Stock Exchange’s daily quotations sheet on the date of grant, which must be a business day; and (ii) the average closing price of the shares as stated in the Stock Exchange’s daily quotations sheets for the five business days immediately preceding the date of grant.

Reference is made to the prospectus of the Company dated April 11, 2022 issued in connection with its listing on the Stock Exchange. As disclosed in such prospectus, since the listing of the Company’s ADSs on the New York Stock Exchange, it has been the Company’s practice to issue Options exercisable into ADSs under the 2022 Share Incentive Plan and the Company will continue to issue Options exercisable into ADSs under the Amended and Restated 2022 Share Incentive Plan. By definition, ADSs are denominated in U.S. dollars, and the exercise price for options with respect to ADSs will necessarily be presented in U.S. dollars.

As disclosed in the Company’s prospectus, on the basis that (a) the method for determining the exercise price of the Options based on the market price of ADSs substantially replicates the requirement in Rule 17.03E of the Listing Rules, and (b) it has been the Company’s practice to issue Options exercisable into ADSs with exercise prices denominated in U.S. dollars, and the Company will continue to grant Options under the Amended and Restated 2022 Share Incentive Plan with exercise prices based on the market price of its ADSs which are denominated in U.S. dollars after its listing on the Stock Exchange, the Company has applied for, and the Stock Exchange has granted, a waiver from strict compliance with Rule 17.03E of the Listing Rules (the “Waiver”) such that the Company will be able to determine the exercise price for grants under its share option schemes based on the higher of: (i) the per-share closing price of the Company’s ADSs on the NYSE on the date of grant, which must be a NYSE trading day; and (ii) the average per-share closing price of the Company’s ADSs on the NYSE for the five NYSE trading days immediately preceding the date of grant, subject to the condition that the Company shall not issue any share options with an exercise price denominated in Hong Kong dollars unless such exercise price complies with Rule 17.03E of the Listing Rules.

Document on display

A copy of the Amended and Restated 2022 Share Incentive Plan will be published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (https://ir.zhihu.com/) for display for a period of not less than 14 days before the date of the AGM and the Amended and Restated 2022 Share Incentive Plan will be made available for inspection at the AGM.

The AGM will be held at 10:00 a.m. (Beijing time) at Room Xinzhi, Floor 1, Zone C, China Industry-Academy-Research Achievement Transformation Center, No. 18A Xueqing Road, Haidian District, Beijing, the People’s Republic of China on June 30, 2026.

The notice of the AGM is enclosed and is published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (https://ir.zhihu.com/).

Holders of record of the Company’s Shares on the Company’s register of members as of the close of business on the Share Record Date (Hong Kong time) are cordially invited to attend the AGM in person. Holders of the Company’s ADSs as of the close of business on the ADS Record Date (New York time) are cordially invited to submit your voting instructions to JPMorgan Chase Bank, N.A. Whether or not you propose to attend and vote at the said meetings, please complete, sign, date, and return the accompanying proxy form to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited (for holders of Shares) or your voting instructions to JPMorgan Chase Bank, N.A. (for holders of the ADSs) as promptly as possible and before the prescribed deadline if you wish to exercise your voting rights. Computershare Hong Kong Investor Services Limited must receive the proxy form by no later than 10:00 a.m., Hong Kong time, on June 28, 2026 at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong to ensure your representation at the AGM; and JPMorgan Chase Bank, N.A. must receive your voting instructions by the time and date specified in the ADS voting instruction card to enable the votes attaching to the Class A Ordinary Shares represented by your ADSs to be cast at the AGM.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote by shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted only by a show of hands. Therefore, the resolutions to be proposed at the AGM will be voted by way of poll. An announcement on the poll results will be published after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

Pursuant to the trust deed in respect of the 2022 Share Incentive Plan, the trustee of the 2022 Share Incentive Plan will not exercise the voting rights attached to the Class A Ordinary Shares held by it. As of the Latest Practicable Date, the relevant trustee held 24,718,175 Class A Ordinary Shares (representing approximately 6.13% of the voting rights in the Company), which will not be voted on at the AGM.

Holders of treasury Shares have no voting rights under Cayman Islands law. For the purpose of the Listing Rules, holders of treasury Shares (if any) shall abstain from voting on matters that require shareholders’ approval at the Company’s general meetings.

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the issuer. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

The Board considers that the above-mentioned resolutions regarding the proposed Issuance Mandate, the Repurchase Mandate, the proposed re-election of the retiring Directors, the proposed re-appointment of the auditors and the proposed amendments to the 2022 Share Incentive Plan are in the best interests of the Company and the Shareholders as a whole and accordingly the Directors recommend you to vote in favor of the said resolutions to be proposed at the AGM.

Your attention is drawn to the information set out in the appendices to this circular.

The following is an explanatory statement required by the Listing Rules to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Repurchase Mandate.

The Directors believe that the granting of the Repurchase Mandate is in the interests of the Company and the Shareholders as a whole.

Repurchases of Shares and/or ADSs may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. The Directors are seeking the granting of the Repurchase Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares and/or ADSs to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

The Directors would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and the Shareholders.

As at the Latest Practicable Date, the issued and outstanding share capital of the Company comprised 260,966,936 Shares, out of which 245,733,181 were Class A Ordinary Shares (excluding 5,174,334 Bulk Issuance Shares as of the Latest Practicable Date) and 15,233,755 were Class B Ordinary Shares. Subject to the passing of the ordinary resolution set out in item 4 of the notice of the AGM in respect of the granting of the Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged as at the date of the AGM, the Directors would be authorized under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, up to a maximum of 26,096,693 Shares, representing 10% of the total number of issued and outstanding Shares (excluding any treasury Shares) as at the date of the AGM.

Repurchases of Shares and/or ADSs will be funded from the Company’s internal resources, which shall be funds legally available for such purpose in accordance with the Articles of Association in effect from time to time, the Listing Rules, the applicable laws of the Cayman Islands and/or any other applicable laws, as the case may be.

Based on the current level of trading price of the Company’s Shares and ADSs, the Directors believe that there may not be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended December 31, 2025) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period.

The Directors do not intend to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company.

If, on the exercise of the power to repurchase Shares and/or ADSs pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (as defined under the Takeovers Code) could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, the WVR Beneficiary was Mr. Zhou. Mr. Zhou beneficially owns 21,620,823 Class A Ordinary Shares and 15,233,755 Class B Ordinary Shares, representing approximately 43.14% of the voting rights in the total issued share capital of the Company (i.e., 250,907,515 Class A Ordinary Shares (including 5,174,334 Bulk Issuance Shares as of the Latest Practicable Date) and 15,233,755 Class B Ordinary Shares) other than the matters with respect to the Reserved Matters. Pursuant to Rule 8A.15 of the Listing Rules, in the event that the Directors exercise the Repurchase Mandate, the WVR Beneficiary must reduce his weighted voting rights in the Company proportionately through conversion of a proportion of his shareholding into Class A Ordinary Shares, if the reduction in the number of Shares in issue (after deducting any treasury Shares) would otherwise result in an increase in the proportion of Class B Ordinary Shares. As such, to the best knowledge and belief of the Directors, the exercise of the Repurchase Mandate is not expected to give rise to an obligation of Mr. Zhou to make a mandatory offer under the Takeovers Code. The Directors have no present intention to repurchase the Shares and/or ADSs to the extent that will trigger the obligations under the Takeovers Code to make a mandatory offer. The Directors are not aware of any other consequences which may arise under the Takeovers Code as a result of any purchase by the Company of its Shares.

In addition, the Directors do not propose to repurchase Shares and/or ADSs which would result in less than the relevant prescribed minimum percentage of Shares in public hands as required by the Stock Exchange.

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

The Directors will exercise the power of the Company to make repurchases of Shares and/or ADSs pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands and the Articles of Association. In addition, the Company confirms that neither this explanatory statement nor the proposed repurchase of Shares has any unusual features.

The Company may cancel such repurchased Shares or hold them as treasury Shares, subject to market conditions and the Group’s capital management needs at the relevant time of the repurchases.

For any treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the treasury Shares from CCASS, and either re-register them in its own name as treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any shareholders’ rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury Shares.

The highest and lowest prices per Share at which the Class A Ordinary Shares have been traded on the Stock Exchange during each of the previous 12 months preceding up to and including the Latest Practicable Date were as follows:

During the six months preceding the Latest Practicable Date, the Company has repurchased a total of 2,900,646 ADSs (representing 8,701,938 Class A Ordinary Shares) on the New York Stock Exchange as follows:

New York Stock Exchange 

The following are the particulars (as required by the Listing Rules) of the Nominees proposed to be elected at the AGM.

NON-EXECUTIVE DIRECTORS

Position and experience

Mr. Qu Chen (陳曲) (“Mr. Chen”), aged 40, was appointed as our non-executive Director on June 3, 2026 and is responsible for providing strategic advice and making recommendations on our operation and management. Mr. Chen has over 13 years of experience in strategic investment, capital markets and business analysis. He joined Kuaishou Technology (a company listed on the Main Board of the Stock Exchange with stock code of 1024) in April 2018 and currently serves as Head of Business Analytics, responsible for Kuaishou Group’s strategy, investment and operational analysis. Before joining Kuaishou Group, he served as the founder and chief executive officer of Beijing Nebulium Games Technology Co., Ltd. (北京星雲互娛科技有限公司) from June 2013 to September 2017.

Mr. Chen received his Master of Business Administration from Stanford University (officially the Leland Stanford Junior University) in the USA in June 2013.

Save as disclosed above, Mr. Chen has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Mr. Chen has signed a director agreement with the Company which provides for an automatic renewal for an initial period of three years from June 3, 2026, subject to automatic renewal after the expiry of the then current term. He is also subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association.

Relationships

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Chen does not have any relationships with other Directors, senior management, substantial shareholders (as defined in the Listing Rules) or Controlling Shareholders of the Company.

Interest in Shares

As of the Latest Practicable Date, Mr. Chen was not interested or deemed to be interested in any Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Mr. Chen is not entitled to receive any annual director’s fee from the Company.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Chen to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Chen that need to be brought to the attention of the Shareholders.

Position and experience

Mr. Zhaohui Li (李朝暉) (“Mr. Li”), aged 50, is a non-executive Director. Mr. Li has served as our Director since September 2015. Mr. Li joined Tencent in 2011 and has worked there as the vice president and head of mergers and acquisitions department, and as the managing partner of Tencent Investment. Before joining Tencent, Mr. Li served as an investment principal at Bertelsmann Asia Investment from September 2008 to May 2010. Prior to that, Mr. Li held various positions related to product and business in Google and Nokia. Mr. Li also holds directorships at various other public companies. Mr. Li has been a non-executive director of Kuaishou Technology, a company listed on the Stock Exchange with the stock code 1024, since March 2017. He has been a non-executive director of KE Holdings Inc., a company listed on the NYSE (NYSE: BEKE, HKEX stock code: 2423) since December 2018. Mr. Li served as a director of Howbuy Wealth Management Co., Ltd., a company listed on the National Equities Exchange and Quotations with stock code 834418, from December 2013 to August 2022. He served as a director of Fenbi Ltd., a company listed on the Stock Exchange (HKEX stock code: 2469) from December 2020 to March 2023. Mr. Li received a bachelor’s degree in economics from Peking University in July 1998 and an MBA degree from Duke University Fuqua School of Business in May 2004.

Save as disclosed above, Mr. Li has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the director agreement between Mr. Li and the Company, his current term of office is three years commencing from June 26, 2024, the date of his re-election at the 2024 annual general meeting of the Company, or until the third annual general meeting of the Company after such date, whichever is sooner. He is also subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association.

Relationships

As at the Latest Practicable Date, Mr. Li does not have any relationships with other Directors, senior management, substantial shareholders (as defined in the Listing Rules) or Controlling Shareholders of the Company.

Interest in Shares

As of the Latest Practicable Date, Mr. Li was not interested or deemed to be interested in any Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Mr. Li is not entitled to receive any annual director’s fee from the Company.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Li to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Li that need to be brought to the attention of the Shareholders.

INDEPENDENT NON-EXECUTIVE DIRECTOR

Position and experience

Ms. Hong Ni (倪虹) (“Ms. Ni”), also known as Hope Ni, aged 53, has served as our independent Director since March 2021 and has been re-designated as an Independent Non-executive Director since April 2022. She is the chairwoman of each of the Nomination Committee and the Compensation Committee (with effect from May 27, 2025) and a member of the Audit Committee and the Corporate Governance Committee. Ms. Ni has served as an independent non-executive director of Acotec Scientific Holdings Limited (HKEX stock code: 6669) since August 2021, VISEN Pharmaceuticals (HKEx stock code: 2561) since April 2021, and Digital China Holdings Limited (HKEX stock code: 0861) from September 2010 to June 2024. Ms. Ni has served as an independent director of UCLOUDLINK GROUP INC. (Nasdaq: UCL) since June 2020, and ATA Creativity Global (Nasdaq: AACG) (including its predecessor) since January 2008. Ms. Ni served as a non-executive director of Ingdan, Inc. (formerly known as Cogobuy Group) (HKEX: 0400) from June 2020 to June 2022, and she served as an executive director of Ingdan, Inc. from March 2015 to June 2020. Prior to that, Ms. Ni served as a practicing attorney at Skadden, Arps, Slate, Meagher & Flom LLP from 1998 to 2004 in New York and Hong Kong. Earlier in her career, Ms. Ni worked at Merrill Lynch’s investment banking division in New York. Ms. Ni accumulated extensive corporate governance knowledge and experience through her senior management roles and directorships described above. Ms. Ni received a J.D. degree from University of Pennsylvania Law School in May 1998 and a bachelor’s degree in applied economics and business management from Cornell University in May 1994.

Save as disclosed above, Ms. Ni has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the director agreement between Ms. Ni and the Company, her current term of office is three years commencing from June 26, 2024, the date of her re-election at the 2024 annual general meeting of the Company, or until the third annual general meeting of the Company after such date, whichever is sooner. Ms. Ni is also eligible for re-election at annual general meeting of the Company in accordance with the Articles of Association.

Relationships

As far as the Directors are aware, as at the Latest Practicable Date, Ms. Ni does not have any relationships with other Directors, senior management, substantial shareholders (as defined in the Listing Rules) or Controlling Shareholders of the Company.

Interest in Shares

As of the Latest Practicable Date, Ms. Ni is interested in 145,468 Class A Ordinary Shares, which represents her director entitlement to receive 145,468 restricted shares (the underlying Shares of which are Class A Ordinary Shares) pursuant to her director agreement with the Company.

Director’s emoluments

Pursuant to the aforesaid director agreement, Ms. Ni is entitled to receive an annual director’s fee of US$72,500 and 135,468 restricted shares (the underlying Shares of which are Class A Ordinary Shares) of the Company.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Ms. Ni to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Ms. Ni that need to be brought to the attention of the Shareholders.

BASIS OF DETERMINING THE DIRECTORS’ EMOLUMENTS

The amount of emoluments paid for the year ended 31 December 2025 to each of the directors who stands for re-election at the forthcoming annual general meeting is set out in note 27 to the financial statements in the Company’s annual report for 2025 and the basis of determining such emoluments is set out in “Emolument policy and Directors’ Remuneration” section in the Director’s Report in the Company’s annual report for 2025.

The following is a summary of the principal terms of the Amended and Restated 2022 Share Incentive Plan to be considered and approved by Shareholders at the AGM. It does not form part of, nor is it intended to be part of, the Amended and Restated 2022 Share Incentive Plan. The Directors reserve the right at any time prior to the AGM to make amendments to the Amended and Restated 2022 Share Incentive Plan as they may consider necessary or appropriate provided that such amendments do not conflict in any material aspect with the summary set out in this Appendix. The views of the Directors and the Compensation Committee as to the appropriateness and reasonableness of particular terms and how they align with the purpose of the Amended and Restated 2022 Share Incentive Plan are set out in italics and as notes to the summary.

In assessing the eligibility of Employee Participants, the Board or the Committee will consider, amongst others, (i) the individual performance; (ii) time commitment, responsibilities or employment conditions according to the prevailing market practice and industry standard; (iii) the length of engagement with the Group; and (iv) the individual contribution or potential contribution the Employee Participant made or is likely to make to the development and growth of the Group.

In assessing the eligibility of Related Entity Participants, the Board or the Committee will consider, amongst others, (i) the actual degree of participation and contribution to the development of the Group; (ii) the extent of benefits and synergies brought to the Group; and (iii) the length of engagement with the Group.

but excluding placing agents or financial advisers providing advisory services for fundraising, mergers or acquisitions, and professional service providers such as auditors or valuers who provide assurance, or are required to perform their services with impartiality and objectivity.

In assessing the eligibility of Service Provider Participants, the Board or the Committee will consider, amongst others, (i) the individual performance of the relevant Service Provider Participants; (ii) the length of business relationship with the Group; (iii) the materiality and nature of the business relationship with the Group (such as whether they relate to the core business of the Group and whether such business dealings could be readily replaced by third parties); (iv) the background, reputation, and track record of the relevant Service Provider Participants; and (v) the scale of business dealings with the Group with regard to factors such as the actual or expected change in the Group’s revenue or profits which is or may be attributable to the relevant Service Provider Participants.

Note:

The Directors (including the Independent Non-executive Directors) consider the proposed categories of the Related Entity Participants and Service Provider Participants to be in line with industry norms and that the proposed scope for “Eligible Participants” (including the selection of Eligible Participants) to be appropriate and aligns with the purpose of the Amended and Restated 2022 Share Incentive Plan. In particular: (a) the Related Entity Participants will have a sufficiently close relationship with the Group and would likely be in a position to influence the Group’s business, reputation, operations and performance; (b) the Service Provider Participants are those service provider sub-categories that the Company considers to be particularly important to the success of the Group’s business and future development, including (i) by contributing to the Group’s operations and business structure/model; and (ii) would enable the Group to preserve its cash resources, and instead, use share incentives to attract persons of talent outside of the Group, whilst also aligning their interests with that of the Group and the Shareholders through them owning a proprietary interest in the Company and becoming future Shareholders; (c) this scope is consistent with scope of participants approved by the Company under past share incentive plans, as well as, to the best knowledge of the Directors, the practices of peer companies that operate in similar or comparable industries to that of the Group or other companies listed in Hong Kong and their remuneration or compensation packages, and accordingly, the Directors (including the Independent Non-executive Directors) consider it appropriate to enhance the long-term relationship with these Eligible Participants by aligning their interests with that of the Company and the Shareholders. Based on the above, the Directors (including the Independent Non-executive Directors) believe that the proposed scope for “Eligible Participants” is in line with the purpose of the Amended and Restated 2022 Share Incentive Plan.

Note:

The Service Provider Sublimit was determined based on the maximum possible number of Shares that the Company intends to grant to Service Provider Participants and the Company’s future business and development plan.

The Directors (including the Independent Non-executive Directors) consider the Service Provider Sublimit to be appropriate and reasonable given the nature of the industries in which the Group operates and the Group’s current and future business needs, and takes into account:

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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)

NOTICE OF ANNUAL GENERAL MEETING

to be held on June 30, 2026

(or any adjourned or postponed meeting thereof)

NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of Zhihu Inc. (the “Company”) will be held at 10:00 a.m., Beijing time on June 30, 2026 at Room Xinzhi, Floor 1, Zone C, China Industry-Academy-Research Achievement Transformation Center, No. 18A Xueqing Road, Haidian District, Beijing, the People’s Republic of China for the purposes of considering and, if thought fit, passing each of the following resolutions (the “Proposed Resolutions”):

“THAT:

shall not exceed 20% of the total number of issued and outstanding shares of the Company (excluding any treasury shares) as of the date of the passing of this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the shares of the Company into a smaller or larger number of shares of the Company respectively after the passing of this resolution) and the said mandate shall be limited accordingly; and

“Relevant Period” means the period from the passing of this resolution until the earliest of:

“Rights Issue” means an offer of shares of the Company, or an offer or issue of warrants, options, or other securities giving rights to subscribe for shares of the Company, open for a period fixed by the directors to shareholders of the Company whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares of the Company (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory applicable to the Company).”;

“Relevant Period” means the period from the passing of this resolution until the earliest of:

“THAT conditional upon the passing of resolutions set out in items 3 and 4 of this notice of AGM (the “AGM Notice”), the general mandate referred to in the resolution set out in item 3 of the AGM Notice be and is hereby extended by the addition to the aggregate number of shares that may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued (including any sale or transfer of shares of the Company out of treasury that are held as treasury shares) by the directors pursuant to such general mandate of the number of shares and/or shares underlying the ADSs repurchased by the Company pursuant to the mandate referred to in the resolution set out in item 4 of the AGM Notice, provided that such amount shall not exceed 10% of the total number of issued and outstanding shares of the Company (excluding any treasury Shares) as at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the shares of the Company into a smaller or larger number of shares of the Company respectively after the passing of this resolution);”

“THAT:

“THAT subject to and conditional upon the passing of resolution numbered 7, the Service Provider Sublimit of 0.2% of the total number of Shares in issue and outstanding (excluding treasury Shares) as at the date of passing the resolution be and is hereby approved and adopted.”

The passing of the Proposed Resolutions requires approval by the holders of Class A ordinary shares and Class B ordinary shares of the Company by a simple majority of the votes cast by the members of the Company present and voting in person or by proxy at the AGM.

The quorum of the AGM shall be one or more members holding in aggregate not less than 10% of all votes attaching to all Shares in issue and entitled to vote at such general meeting (on a one vote per Share basis), present in person or by proxy.

Share Record Date and ADS Record Date

The Board has fixed the close of business on May 22, 2026, Hong Kong time, as the record date (the “Share Record Date”) of Class A ordinary shares and Class B ordinary shares. Holders of record of the Company’s shares (as of the Share Record Date) are entitled to attend and vote at the AGM and any adjourned meeting thereof.

Holders of record of ADSs as of the close of business on May 22, 2026, New York time (the “ADS Record Date”), who wish to exercise their voting rights for the underlying Class A ordinary shares must give voting instructions to JPMorgan Chase Bank, N.A., the depositary of the ADSs.

Proxy Forms and ADS Voting Cards

A holder of shares as of the Share Record Date may appoint a proxy(ies) to exercise his or her rights at the AGM. A holder of ADSs as of the ADS Record Date will need to instruct JPMorgan Chase Bank, N.A., the depositary of the ADSs, as to how to vote the Class A ordinary shares represented by the ADSs. Please refer to the proxy form (for holders of shares) or ADS voting card (for holders of ADSs), both of which are available on our website at ir.zhihu.com.

Holders of record of the Company’s shares on the Company’s register of members as of the Share Record Date are cordially invited to attend the AGM in person. Your vote is important. You are urged to complete, sign, date, and return the accompanying proxy form to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited (for holders of shares) or your voting instructions to JPMorgan Chase Bank, N.A. (for holders of the ADSs) as promptly as possible and before the prescribed deadline if you wish to exercise your voting rights. Computershare Hong Kong Investor Services Limited must receive the proxy form by no later than 10:00 a.m., Hong Kong time, on June 28, 2026 at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong to ensure your representation at the AGM; and JPMorgan Chase Bank, N.A. must receive your voting instructions by the time and date specified in the ADS voting instruction card to enable the votes attaching to the Class A ordinary shares represented by your ADSs to be cast at the AGM. For the avoidance of doubt, holders of treasury shares of the Company (if any) are not entitled to vote at the Annual General Meeting.

June 8, 2026

As of the date of this notice, the board of directors of the Company 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.