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)

 

POLL RESULTS OF THE ANNUAL GENERAL MEETING

HELD ON JUNE 30, 2026

 

Reference is made to the notice of Annual General Meeting (the “AGM”) dated June 8, 2026 (the “Notice”) and the circular to holders of the Company’s Shares (the “Shareholders”) dated June 8, 2026 (the “Circular”) of Zhihu Inc. (the “Company”). Unless otherwise required by the context, capitalised terms used in this announcement shall have the same meanings as defined in the Circular and/or the Notice.

 

The board of directors (the “Board”) of the Company is pleased to announce that the AGM was held 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. All resolutions at the AGM have been duly passed. As of the Share Record Date, the total number of issued Shares was 266,141,270 Shares, comprising 250,907,515 Class A Ordinary Shares (including 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”)) and 15,233,755 Class B Ordinary Shares. The trustees of the share schemes of the Company which held in aggregate 24,718,175 unvested Class A Ordinary Shares awarded and the holder of the Bulk Issuance Shares, were required to abstain from voting on all the resolutions proposed at the AGM. Save as disclosed above, there was no Shareholder who was required under Listing Rules to abstain from voting on any resolution proposed at the AGM, nor any Shareholder who was entitled to attend the AGM but was required to abstain from voting in favour of any resolution at the AGM pursuant to Rule 13.40 of the Listing Rules. No Shareholder has indicated in the Circular that it intends to vote against or in abstention in respect of any resolution proposed at the AGM. There were (a) no treasury Shares held by the Company (including any treasury Shares held or deposited with CCASS) and (b) 4,980,324 repurchased Shares which are pending cancellation and should be excluded from the total number of issued Shares for the purpose of the AGM.

 

Accordingly, the total number of shares of the Company entitling the holder to attend and vote on the resolutions numbered 1 to 8 at the AGM was 261,160,946 Shares, comprising 245,927,191 Class A Ordinary Shares (including the 5,174,334 Bulk Issuance Shares as of the Share Record Date) and 15,233,755 Class B Ordinary Shares.

 

According to the Articles of Association, (i) with regard to resolutions 1, 2(a)(i), 2(a)(ii), 2(b), 3, 4, 5, 7 and 8, each Class A ordinary share shall entitle its holder to one vote and each Class B ordinary share shall entitle its holder to ten votes on a poll at the AGM; (ii) with regard to resolutions 2(a)(iii) and 6, each Class A ordinary share and each Class B ordinary share shall entitle its holder to one vote on a poll at the AGM.

 

 1 

 

 

In accordance with the provisions of the Listing Rules, voting on the resolutions at the AGM was conducted by way of poll. The voting results in respect of the resolutions proposed at the AGM are set out as follows:

 
      NUMBER OF VOTES CAST AND PERCENTAGE TOTAL TOTAL
  ORDINARY RESOLUTIONS   (%)   NUMBER NUMBER
        OF VOTING OF VOTES
      FOR AGAINST ABSTAIN1 SHARES CAST
1. To receive, consider, and Class A ordinary 227,674,177 22,482 1,266,585 227,696,659 227,696,659
  adopt the audited consolidated shares (99.990126%) (0.009874%)      
  financial statements of the            
  Class B ordinary 152,337,550 0 0 15,233,755 152,337,550
  Company as of and for the
  year ended December 31, 2025 shares (100.000000%) (0.000000%)      
  and the reports of the directors TOTAL 380,011,727 22,482 1,266,585 242,930,414 380,034,209
  of the Company and auditor NUMBER (99.994084%) (0.005916%)      
  thereon. (CLASS A &          
    CLASS B)          
               
  The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by the Shareholders (including proxies)
  attending the AGM cast in favour thereof.          
               
2(a)(i) To re-elect Mr. Qu Chen as a Class A ordinary 225,838,582 2,090,925 1,033,737 227,929,507 227,929,507
  non-executive director. shares (99.082644%) (0.917356%)      
               
    Class B ordinary 152,337,550 0 0 15,233,755 152,337,550
    shares (100.000000%) (0.000000%)      
               
    TOTAL 378,176,132 2,090,925 1,033,737 243,163,262 380,267,057
    NUMBER (99.450143%) (0.549857%)      
    (CLASS A &          
    CLASS B)          
               
  The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by the Shareholders (including proxies)
  attending the AGM cast in favour thereof.          
               
2(a)(ii) To re-elect Mr. Zhaohui Li as Class A ordinary 227,507,301 419,206 1,036,737 227,926,507 227,926,507
  a non-executive director. shares (99.816078%) (0.183922%)      
               
    Class B ordinary 152,337,550 0 0 15,233,755 152,337,550
    shares (100.000000%) (0.000000%)      
               
    TOTAL 379,844,851 419,206 1,036,737 243,160,262 380,264,057
    NUMBER (99.889759%) (0.110241%)      
    (CLASS A &          
    CLASS B)          
               
  The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by the Shareholders (including proxies)
  attending the AGM cast in favour thereof.          
               

 

1According to the Companies Act (As Revised) of the Cayman Islands and the Articles of Association, the Shares in abstention do not need to be calculated as votes.

 

 2 

 

 

      NUMBER OF VOTES CAST AND PERCENTAGE TOTAL TOTAL
  ORDINARY RESOLUTIONS   (%)   NUMBER NUMBER
        OF VOTING OF VOTES
      FOR AGAINST ABSTAIN1 SHARES CAST
2(a)(iii) To re-elect Ms. Hope Ni as Class A ordinary 225,595,147 2,331,360 1,036,737 227,926,507 227,926,507
  an independent non-executive shares (98.977144%) (1.022856%)      
  director.            
  Class B ordinary 15,233,755 0 0 15,233,755 15,233,755
   
    shares (100.000000%) (0.000000%)      
               
    TOTAL 240,828,902 2,331,360 1,036,737 243,160,262 243,160,262
    NUMBER (99.041225%) (0.958775%)      
    (CLASS A &          
    CLASS B)          
               
  The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by the Shareholders (including proxies)
  attending the AGM cast in favour thereof.          
               
2(b) To authorize the board of Class A ordinary 227,826,601 98,853 1,037,790 227,925,454 227,925,454
  directors of the Company to fix shares (99.956629%) (0.043371%)      
  the remuneration of directors.            
  Class B ordinary 152,337,550 0 0 15,233,755 152,337,550
   
    shares (100.000000%) (0.000000%)      
               
    TOTAL 380,164,151 98,853 1,037,790 243,159,209 380,263,004
    NUMBER (99.974004%) (0.025996%)      
    (CLASS A &          
    CLASS B)          
               
  The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by the Shareholders (including proxies)
  attending the AGM cast in favour thereof.          
               
3. To grant a general mandate Class A ordinary 217,631,469 10,276,756 1,055,019 227,908,225 227,908,225
  to the directors to issue, allot, shares (95.490836%) (4.509164%)      
  and deal with additional Class            
  Class B ordinary 152,337,550 0 0 15,233,755 152,337,550
  A ordinary shares of the
  Company (including any sale shares (100.000000%) (0.000000%)      
  or transfer of treasury shares TOTAL 369,969,019 10,276,756 1,055,019 243,141,980 380,245,775
  out of treasury) not exceeding NUMBER (97.297339%) (2.702661%)      
  20% of the total number of (CLASS A &          
  issued and outstanding shares CLASS B)          
  of the Company (excluding any            
  treasury shares) as of the date            
  of passing of this resolution.            
               
  The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by the Shareholders (including proxies)
  attending the AGM cast in favour thereof.          
               

 

 3 

 

 

      NUMBER OF VOTES CAST AND PERCENTAGE TOTAL TOTAL
  ORDINARY RESOLUTIONS   (%)   NUMBER NUMBER
        OF VOTING OF VOTES
      FOR AGAINST ABSTAIN1 SHARES CAST
4. To grant a general mandate Class A ordinary 227,885,584 22,650 1,055,010 227,908,234 227,908,234
  to the directors to repurchase shares (99.990062%) (0.009938%)      
  shares and/or ADSs of the            
  Class B ordinary 152,337,550 0 0 15,233,755 152,337,550
  Company not exceeding 10%
  of the total number of issued shares (100.000000%) (0.000000%)      
  and outstanding shares of TOTAL 380,223,134 22,650 1,055,010 243,141,989 380,245,784
  the Company (excluding any NUMBER (99.994043%) (0.005957%)      
  treasury shares) as of the date (CLASS A &          
  of passing of this resolution. CLASS B)          
               
  The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by the Shareholders (including proxies)
  attending the AGM cast in favour thereof.          
               
5. To extend the general mandate Class A ordinary 202,428,358 25,499,796 1,035,090 227,928,154 227,928,154
  granted to the directors to shares (88.812354%) (11.187646%)      
  issue, allot, and deal with            
  Class B ordinary 152,337,550 0 0 15,233,755 152,337,550
  additional shares in the capital
  of the Company (including shares (100.000000%) (0.000000%)      
  any sale or transfer of treasury TOTAL 354,765,908 25,499,796 1,035,090 243,161,909 380,265,704
  shares out of treasury) by the NUMBER (93.294216%) (6.705784%)      
  aggregate number of the shares (CLASS A &          
  and/or shares underlying ADSs CLASS B)          
  repurchased by the Company.            
               
  The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by the Shareholders (including proxies)
  attending the AGM cast in favour thereof.          
               
6. To re-appoint Pricewaterhouse Class A ordinary 219,857,725 8,068,680 1,036,839 227,926,405 227,926,405
  Coopers and Pricewaterhouse shares (96.459963%) (3.540037%)      
  Coopers Zhong Tian LLP as            
  Class B ordinary 15,233,755 0 0 15,233,755 15,233,755
  auditors of the Company to
  hold office until the conclusion shares (100.000000%) (0.000000%)      
  of the next annual general TOTAL 235,091,480 8,068,680 1,036,839 243,160,160 243,160,160
  meeting of the Company and NUMBER (96.681743%) (3.318257%)      
  to authorize the board of (CLASS A &          
  directors of the Company to fix CLASS B)          
  their remuneration for the year            
  ending December 31, 2026.            
               
  The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by the Shareholders (including proxies)
  attending the AGM cast in favour thereof.          
               

 

 4 

 

 

      NUMBER OF VOTES CAST AND PERCENTAGE TOTAL TOTAL
  ORDINARY RESOLUTIONS   (%)   NUMBER NUMBER
        OF VOTING OF VOTES
      FOR AGAINST ABSTAIN1 SHARES CAST
7. To approve the adoption of the Class A ordinary 217,699,737 10,225,717 1,037,790 227,925,454 227,925,454
  Amended and Restated 2022 shares (95.513570%) (4.486430%)      
  Share Incentive Plan.            
  Class B ordinary 152,337,550 0 0 15,233,755 152,337,550
   
    shares (100.000000%) (0.000000%)      
               
    TOTAL 370,037,287 10,225,717 1,037,790 243,159,209 380,263,004
    NUMBER (97.310883%) (2.689117%)      
    (CLASS A &          
    CLASS B)          
               
  The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by the Shareholders (including proxies)
  attending the AGM cast in favour thereof.          
               
8. Conditional upon the passing Class A ordinary 202,143,998 25,781,345 1,037,901 227,925,343 227,925,343
  of resolution 7, to approve shares (88.688689%) (11.311311%)      
  the adoption of the Service            
  Class B ordinary 152,337,550 0 0 15,233,755 152,337,550
  Provider Sublimit. shares (100.000000%) (0.000000%)      
         
               
    TOTAL 354,481,548 25,781,345 1,037,901 243,159,098 380,262,893
    NUMBER (93.220126%) (6.779874%)      
    (CLASS A &          
    CLASS B)          
               
  The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by the Shareholders (including proxies)
  attending the AGM cast in favour thereof.          
               

 

The Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, acted as the scrutineer for the vote-taking at the AGM.

 

All directors of the Company, namely Mr. Yuan Zhou, Mr. Dahai Li, Mr. Zhaohui Li, Mr. Qu Chen, Ms. Hope Ni, Mr. Derek Chen and Dr. Li-Lan Cheng attended the AGM, either in person or by electronic means.

 

  By Order of the Board
  Zhihu Inc.
  Yuan Zhou
  Chairman

 

Hong Kong, June 30, 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.

 

 5