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6-K 1 tm2516187d1_6k.htm FORM 6-K

 

 

 

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 May 2025

 

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 Change of Independent Director
99.2   Announcement—Change of Independent Non-Executive Directors and Change in Composition of Board Committees
99.3   Press Release—Zhihu Inc. Reports Unaudited First Quarter 2025 Financial Results

 

 


 

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: May 27, 2025

 

 

 

EX-99.1 2 tm2516187d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

Zhihu Inc. Announces Change of Independent Director

 

BEIJING, May 27, 2025—Zhihu Inc. (“Zhihu” or the “Company”) (NYSE: ZH; HKEX: 2390), a leading online content community in China, today announced the appointment of Dr. Li-Lan Cheng as an independent director of the Company. Mr. Hanhui Sam Sun has resigned as an independent director of the Company, due to other professional endeavors. These changes are effective on May 27, 2025. For the committees under the board of directors, Dr. Li-Lan will serve as the chairman of the audit committee as well as a member of the compensation committee, nomination committee, and corporate governance committee.

 

Dr. Li-Lan Cheng is currently an executive director and chief financial officer of E-House (China) Enterprise Holdings Limited (formerly known as Fangyou Information Technology Company Limited) (HKEX: 2048) (“E-House”). He served as acting chief financial officer of Leju from 2017 to 2023, and was its executive director from 2014 to 2017. Dr. Cheng served as the chief operating officer of E-House (China) Holdings Limited (formerly NYSE: EJ) from 2012 to 2018 and its chief financial officer from 2006 to 2012. Prior to joining E-House, he served as the chief financial officer of SouFun Holdings Limited, an online real estate service company in China, from 2005 to 2006. From 2002 to 2004, Dr. Cheng served as an executive director and the chief financial officer of SOHO China Limited, a real estate developer in Beijing. Dr. Cheng was an assistant director and the head of the Asian transportation sector investment banking group of ABN AMRO Asia from 1997 to 2002. From 1995 to 1997, Dr. Cheng was a senior analyst at the National Economic Research Associates, Inc., an economic and financial consulting firm in New York. From 1989 to 1991, he was an investment trainee and analyst at the Prudential Investment Corporation, the institutional investment subsidiary of the Prudential Insurance Company of America based in Newark, NJ. Dr. Cheng is an independent director and audit committee chairman of Yunji Inc. (NASDAQ: YJ), a Nasdaq-listed social e-commerce platform in China. He also served as an independent director and on the audit committee of 51job, Inc. (formerly NASDAQ: JOBS), LAIX Inc. (formerly NYSE: LAIX), Country Style Cooking Restaurant Chain Co., Ltd. (formerly NYSE: CCSC), and Le GAGA Holdings Limited (formerly NASDAQ: GAGA). Dr. Cheng received a bachelor’s degree in Economics from Swarthmore College and a Ph.D. degree in Economics from the Massachusetts Institute of Technology. Dr. Cheng is a chartered financial analyst (CFA).

 

“On behalf of the board of directors, I would like to extend our gratitude to Sam for his years of extraordinary service, and wish him all the best in his future endeavors,” said Mr. Yuan Zhou, chairman of the board and chief executive officer of the Company. “We would also like to warmly welcome Dr. Li-Lan Cheng to our board. Dr. Cheng brings deep expertise in finance and corporate governance, and his fresh perspective will be tremendous assets for us. We look forward to working together closely as we execute on our strategic goals.”

 

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

 

2

 

EX-99.2 3 tm2516187d1_ex99-2.htm EXHIBIT 99.2

 

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)

 

CHANGE OF INDEPENDENT NON-EXECUTIVE DIRECTORS AND

CHANGE IN COMPOSITION OF BOARD COMMITTEES

 

RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR

 

The board (the “Board”) of directors (the “Directors”, and each a “Director”) of Zhihu Inc. (the “Company”, and together with its subsidiaries and its consolidated affiliated entities, the “Group”) announces that Mr. Hanhui Sam Sun (“Mr. Sun”) resigns as an independent non-executive Director, a member and chairman of the audit committee of the Board, a member and chairman of the compensation committee of the Board, a member of the nomination committee of the Board, and a member of the corporate governance committee of the Board, with effect from May 27, 2025 due to other professional endeavors.

 

Mr. Sun confirmed that (i) he has no disagreement with the Board; and (ii) there is no other matter relating to his resignation that needs to be brought to the attention of the shareholders of the Company or The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).

 

The Board would like to take this opportunity to express their sincere gratitude to Mr. Sun for his valuable contributions to the Company during his tenure of office.

 

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

 

The Board is pleased to announce the appointment of Dr. Li-Lan Cheng (“Dr. Cheng”) as an independent non-executive Director with effect from May 27, 2025.

 

Set out below is the biographical details of Dr. Cheng:

 

Dr. Li-Lan Cheng (程立瀾), aged 60, is currently an executive director and chief financial officer of E-House (China) Enterprise Holdings Limited (formerly known as Fangyou Information Technology Company Limited) (HKEX stock code: 2048) (“E-House”). He served as acting chief financial officer of Leju Holdings Limited (formerly NYSE: LEJU) from 2017 to 2023, and was its executive director from 2014 to 2017. Dr. Cheng served as the chief operating officer of E-House (China) Holdings Limited (formerly NYSE: EJ) from 2012 to 2018 and its chief financial officer from 2006 to 2012. Prior to joining E-House, he served as the chief financial officer of SouFun Holdings Limited, an online real estate service company in China, from 2005 to 2006. From 2002 to 2004, Dr. Cheng served as an executive director and the chief financial officer of SOHO China Limited, a real estate developer in Beijing. Dr. Cheng was an assistant director and the head of the Asian transportation sector investment banking group of ABN AMRO Asia from 1997 to 2002. From 1995 to 1997, Dr. Cheng was a senior analyst at the National Economic Research Associates, Inc., an economic and financial consulting firm in New York. From 1989 to 1991, he was an investment trainee and analyst at the Prudential Investment Corporation, the institutional investment subsidiary of the Prudential Insurance Company of America based in Newark, NJ. Dr. Cheng is an independent director and audit committee chairman of Yunji Inc. (NASDAQ: YJ), a Nasdaq-listed social e-commerce platform in China. He also served as an independent director and on the audit committee of 51job, Inc. (formerly NASDAQ: JOBS), LAIX Inc. (formerly NYSE: LAIX), Country Style Cooking Restaurant Chain Co., Ltd. (formerly NYSE: CCSC), and Le GAGA Holdings Limited (formerly NASDAQ: GAGA). Dr. Cheng received a bachelor’s degree in Economics from Swarthmore College and a Ph.D. degree in Economics from the Massachusetts Institute of Technology. Dr. Cheng is a chartered financial analyst (CFA).

 

1


 

Dr. Cheng has entered into a service agreement in respect of his appointment as an independent non-executive Director with the Company for a term of three years commencing from May 27, 2025, subject to re-election at the next general meeting of the Company in accordance with its articles of association. According to the terms of said service agreement, Dr. Cheng is entitled to receive an annual director’s fee of US$52,500 and other additional benefits as the Board shall in its absolute discretion deem appropriate, which were determined with reference to the job responsibilities set out therein and the prevailing market conditions.

 

Save as disclosed above, Dr. Cheng (i) does not hold any other positions with the Company or any members of the Group; (ii) does not have any relationship with any Directors, senior management or substantial shareholders or the controlling shareholders (has the meaning as defined under the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”)) of the Company; (iii) does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); and

 

(iv) has not held any other directorships in any other listed public companies and any other major appointments and qualifications in the last three years as of the date of this announcement.

 

Dr. Cheng has confirmed that, as at the date of this announcement, (i) he meets the independence criteria as set out in Rule 3.13(1) to (8) of the Listing Rules; (ii) he has no past or present financial or other interest in the business of the Company or its subsidiaries or any connection with any core connected person (as defined in the Listing Rules) of the Company; and (iii) there are no other factors that may affect his independence.

 

Saved as disclosed above, as of the date of this announcement, there is no other information required to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to the proposed appointment of Dr. Cheng as an independent non-executive Director that need to be brought to the attention of the shareholders of the Company.

 

The Board would like to express its warmest welcome to Dr. Cheng on his appointment.

 

2


 

CHANGE IN COMPOSITION OF BOARD COMMITTEES

 

The Board is pleased to further announce that the Board has resolved to appoint, with effect from May 27, 2025 following the resignation of Mr. Sun, (i) Dr. Cheng as a member and chairman of the audit committee of the Board, a member of the compensation committee of the Board, a member of the nomination committee of the Board and a member of the corporate governance committee of the Board, and (ii) Ms. Hope Ni as the chairwoman of the compensation committee of the Board.

 

  By order of the Board
  Zhihu Inc.
Yuan Zhou
Chairman

 

Hong Kong, May 27, 2025

 

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. Bing Yu as non-executive Directors and, Ms. Hope Ni, Mr. Derek Chen and Dr. Li-Lan Cheng as independent non-executive Directors.

 

3

 

EX-99.3 4 tm2516187d1_ex99-3.htm EXHIBIT 99.3

 

Exhibit 99.3

 

Zhihu Inc. Reports Unaudited First Quarter 2025 Financial Results

 

BEIJING, China, May 27, 2025 — Zhihu Inc. (“Zhihu” or the “Company”) (NYSE: ZH; HKEX: 2390), a leading online content community in China, today announced its unaudited financial results for the quarter ended March 31, 2025.

 

First Quarter 2025 Highlights

 

Total revenues were RMB729.7 million (US$100.6 million) in the first quarter of 2025, compared with RMB960.9 million in the same period of 2024.

 

Gross margin expanded to 61.8% in the first quarter of 2025 from 56.6% in the same period of 2024.

 

Net loss was RMB10.1 million (US$1.4 million) in the first quarter of 2025, narrowed by 93.9% from the same period of 2024.

 

Adjusted net income (non-GAAP)[1] was RMB6.9 million (US$1.0 million) in the first quarter of 2025, compared with an adjusted net loss of RMB135.7 million in the same period of 2024.

 

Average monthly subscribing members[2] were 14.2 million in the first quarter of 2025.

 

“The first quarter of 2025 marks a strong start to the year, as we achieved our first-ever first-quarter non-GAAP net income since our IPO, extending the momentum of our fourth-quarter profitability,” said Mr. Yuan Zhou, chairman and chief executive officer of Zhihu. “This achievement reflects the effectiveness of our refined operational strategies alongside the deepening integration of AI into our ecosystem. During the quarter, we observed continuous improvement in core user retention, DAU time spent, and creator activeness, underscoring the vitality of our community. Notably, Zhihu Zhida has won growing recognition for its trusted and professional experience, especially in domains that demand authenticity and depth. We are continuously strengthening our differentiation in the AI era by advancing the synergy between our unique assets: high-quality content, a trusted expert network, and advanced AI capabilities.”

 

Mr. Han Wang, chief financial officer of Zhihu, added, “In the first quarter, we achieved a non-GAAP net income of RMB6.9 million and expanded our gross margin by 5.2 percentage points year-over-year, even as we continued to make proactive business adjustments. These results reflect our disciplined execution and enhanced operational efficiency. Looking ahead, we remain focused on enhancing our commercialization capabilities while unlocking the significant value embedded in our community. We are committed to delivering sustainable growth and profitability to create long-term value for our shareholders.”

 

1


 

First Quarter 2025 Financial Results

 

Total revenues were RMB729.7 million (US$100.6 million) in the first quarter of 2025, compared with RMB960.9 million in the same period of 2024.

 

Marketing services revenue was RMB197.0 million (US$27.1 million), compared with RMB330.5 million in the same period of 2024. The decrease was primarily due to our proactive and ongoing refinement of service offerings to strategically focus on margin improvement.

 

Paid membership revenue was RMB417.9 million (US$57.6 million), compared with RMB449.7 million in the same period of 2024. The slight decrease was primarily due to a marginal decline in the number of our average monthly subscribing members.

 

Vocational training revenue was RMB94.5 million (US$13.0 million), compared with RMB145.4 million in the first quarter of 2024. The decrease was primarily due to a lower revenue contribution from our acquired businesses.

 

Other revenues were RMB20.3 million (US$2.8 million), compared with RMB35.2 million in the same period of 2024.

 

Cost of revenues decreased by 33.3% to RMB278.6 million (US$38.4 million) from RMB417.4 million in the same period of 2024. The decrease was primarily due to reduced content and operating costs associated with the decline in our revenues and a decrease in cloud services and bandwidth costs resulting from our improved technological efficiency.

 

Gross profit was RMB451.1 million (US$62.2 million), compared with RMB543.5 million in the same period of 2024. Gross margin expanded to 61.8% from 56.6% in the same period of 2024, primarily attributable to our monetization enhancements and improvements in our operating efficiency.

 

Total operating expenses decreased by 34.4% to RMB503.7 million (US$69.4 million) from RMB768.2 million in the same period of 2024.

 

Selling and marketing expenses decreased by 32.9% to RMB320.6 million (US$44.2 million) from RMB478.0 million in the same period of 2024. The decrease was primarily due to more disciplined promotional spending and a decrease in personnel-related expenses.

 

Research and development expenses decreased by 28.1% to RMB141.9 million (US$19.6 million) from RMB197.4 million in the same period of 2024. The decrease was primarily attributable to more efficient spending on technological innovation and a decrease in personnel-related expenses.

 

General and administrative expenses decreased by 55.6% to RMB41.2 million (US$5.7 million) from RMB92.9 million in the same period of 2024. The decrease was primarily attributable to a decline in the allowance for expected credit losses on trade receivables.

 

Loss from operations narrowed by 76.6% to RMB52.6 million (US$7.2 million) from RMB224.7 million in the same period of 2024.

 

2


 

Adjusted loss from operations (non-GAAP)[1] narrowed by 81.9% to RMB35.0 million (US$4.8 million) from RMB193.6 million in the same period of 2024.

 

Net loss narrowed by 93.9% to RMB10.1 million (US$1.4 million) from RMB165.8 million in the same period of 2024.

 

Adjusted net income (non-GAAP)[1] was RMB6.9 million (US$1.0 million) in the first quarter of 2025, compared with an adjusted net loss of RMB135.7 million in the same period of 2024.

 

Diluted net loss per American depositary share (“ADS”) was RMB0.12 (US$0.02), compared with RMB1.76 in the same period of 2024.

 

Cash and cash equivalents, term deposits, restricted cash and short-term investments

 

As of March 31, 2025, the Company had cash and cash equivalents, current and non-current term deposits, restricted cash and short-term investments of RMB4,766.5 million (US$656.8 million), compared with RMB4,859.0 million as of December 31, 2024.

 

Share Repurchase Programs

 

As of March 31, 2025, the Company had repurchased 31.1 million Class A ordinary shares (including Class A ordinary shares underlying the ADSs) for a total price of US$66.5 million on both the New York Stock Exchange and The Stock Exchange of Hong Kong Limited under the Company’s existing US$100 million share repurchase program (the “2022 Repurchase Program”), established in May 2022 and extended until June 26, 2025.

 

The board of directors of the Company further announces that, after the expiration of the 2022 Repurchase Program and a concurrent share repurchase program established in June 2024 and effective until June 26, 2025 (the “2024 Repurchase Program”), it proposes to conduct a new share repurchase program effective until June 25, 2026 (the “2025 Repurchase Program”). The maximum number of shares (including shares underlying the ADSs) that can be repurchased under the 2025 Repurchase Program will be 10% of the total number of issued shares of the Company (excluding 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 and any treasury shares) as of the date of such approval at the forthcoming annual general meeting of the Company to be held on June 25, 2025. The Company’s proposed share repurchases, if approved, may be made from time to time in the open market at prevailing market prices depending on market conditions and in accordance with applicable rules and regulations. The Company plans to fund any such repurchases from its existing cash balance.

 

[1] Adjusted income/(loss) from operations and adjusted net income/(loss) are non-GAAP financial measures. For more information on the non-GAAP financial measures, please see the section “Use of Non-GAAP Financial Measures” and the table captioned “Unaudited Reconciliations of GAAP and Non-GAAP Results” set forth at the end of this press release.

 

[2] Monthly subscribing members refers to the number of members who subscribed for our membership packages in a specified month. Average monthly subscribing members for a period is calculated by dividing the sum of monthly subscribing members for each month during the specified period by the number of months in such period.

 

3


 

Conference Call

 

The Company's management will host a conference call at 8:00 A.M. U.S. Eastern Time on Tuesday, May 27, 2025 (8:00 P.M. Beijing/Hong Kong Time on Tuesday, May 27, 2025) to discuss the results.

 

All participants wishing to join the conference call must pre-register online using the link provided below. Once the pre-registration has been completed, each participant will receive a set of dial-in numbers and a unique access PIN which can be used to join the conference call.

 

Registration Link: https://register-conf.media-server.com/register/BI060ed88a40d84ffc86a13db356dc43cb

 

Additionally, a live and archived webcast of the conference call will be available on the Company’s investor relations website at https://ir.zhihu.com.

 

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.

 

Use of Non-GAAP Financial Measures

 

In evaluating the business, the Company considers and uses non-GAAP financial measures, such as adjusted income/(loss) from operations and adjusted net income/(loss), to supplement the review and assessment of its operating performance. The Company defines non-GAAP financial measures by excluding the impact of share-based compensation expenses, amortization of intangible assets resulting from business acquisitions and the tax effects of the non-GAAP adjustments, which are non-cash expenses. The Company believes that the non-GAAP financial measures facilitate comparisons of operating performance from period to period and company to company by adjusting for potential impacts of items, which the Company’s management considers to be indicative of its operating performance. The Company believes that the non-GAAP financial measures provide useful information to investors and others in understanding and evaluating the Company’s consolidated results of operations in the same manner as they help the Company’s management.

 

The non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. The presentation of the non-GAAP financial measures may not be comparable to similarly titled measures presented by other companies. The use of the non-GAAP financial measures has limitations as an analytical tool, and investors should not consider them in isolation from or as a substitute for analysis of our results of operations or financial condition as reported under U.S. GAAP. For more information on the non-GAAP financial measures, please see the tables captioned “Unaudited Reconciliations of GAAP and Non-GAAP Results” set forth at the end of this press release.

 

4


 

Exchange Rate Information

 

This announcement contains translations of certain Renminbi amounts into U.S. dollars at a specified rate solely for the convenience of the reader. Unless otherwise noted, all translations from Renminbi to U.S. dollars were made at a rate of RMB7.2567 to US$1.00, the exchange rate in effect as of March 31, 2025 as set forth in the H.10 statistical release of the Federal Reserve Board.

 

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

 

5


 

ZHIHU INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(All amounts in thousands, except share, ADS, per share data and per ADS data)

 

    For the Three Months Ended  
    March 31,
2024
    December 31,
2024
    March 31,
2025
 
    RMB     RMB     RMB     US$  
Revenues:                        
Marketing services     330,542       315,940       196,959       27,142  
Paid membership     449,724       420,215       417,874       57,585  
Vocational training     145,436       83,984       94,531       13,027  
Others     35,161       39,073       20,301       2,798  
Total revenues     960,863       859,212       729,665       100,552  
Cost of revenues     (417,384 )     (318,547 )     (278,561 )     (38,387 )
Gross profit     543,479       540,665       451,104       62,165  
                                 
Selling and marketing expenses     (477,954 )     (316,198 )     (320,632 )     (44,184 )
Research and development expenses     (197,356 )     (146,613 )     (141,866 )     (19,550 )
General and administrative expenses     (92,917 )     (65,988 )     (41,209 )     (5,679 )
Total operating expenses     (768,227 )     (528,799 )     (503,707 )     (69,413 )
                                 
(Loss)/Income from operations     (224,748 )     11,866       (52,603 )     (7,248 )
                                 
Other income/(expenses):                                
Investment income     16,902       13,049       19,349       2,666  
Interest income     30,763       26,311       20,610       2,840  
Fair value change of financial instruments     9,408       30,698       -       -  
Exchange gains/(losses)     120       1,701       (96 )     (13 )
Others, net     3,043       113       2,399       331  
                                 
(Loss)/Income before income tax     (164,512 )     83,738       (10,341 )     (1,424 )
Income tax (expenses)/benefits     (1,284 )     2,663       233       32  
Net (loss)/income     (165,796 )     86,401       (10,108 )     (1,392 )
Net loss/(income) attributable to noncontrolling interests     950       (127 )     14       2  
Net (loss)/income attributable to Zhihu Inc.’s shareholders     (164,846 )     86,274       (10,094 )     (1,390 )
                                 
Net (loss)/income per share                                
Basic     (0.59 )     0.34       (0.04 )     (0.01 )
Diluted     (0.59 )     0.33       (0.04 )     (0.01 )
                                 
Net (loss)/income per ADS (One ADS represents three Class A ordinary shares)                                
Basic     (1.76 )     1.01       (0.12 )     (0.02 )
Diluted     (1.76 )     1.00       (0.12 )     (0.02 )
                                 
Weighted average number of ordinary shares outstanding                                
Basic     281,549,707       256,257,971       244,504,405       244,504,405  
Diluted     281,549,707       259,990,323       244,504,405       244,504,405  

 

6


 

ZHIHU INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)

(All amounts in thousands, except share, ADS, per share data and per ADS data)

 

    For the Three Months Ended  
    March 31,
2024
    December 31,
2024
    March 31,
2025
 
    RMB     RMB     RMB     US$  
Share-based compensation expenses included in:                                
Cost of revenues     2,497       (314 )     (872 )     (120 )
Selling and marketing expenses     3,272       269       262       36  
Research and development expenses     3,680       (6,436 )     (599 )     (83 )
General and administrative expenses     16,363       14,261       15,367       2,118  

 

7


 

ZHIHU INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(All amounts in thousands)

 

    As of December 31, 2024     As of March 31,
2025
 
    RMB     RMB     US$  
ASSETS                        
Current assets:                        
Cash and cash equivalents     3,999,160       3,239,963       446,479  
Term deposits     320,088       385,624       53,141  
Short-term investments     538,816       930,006       128,158  
Restricted cash     900       900       124  
Trade receivables     420,636       429,210       59,147  
Amounts due from related parties     41,588       42,519       5,859  
Prepayments and other current assets     163,446       134,648       18,555  
Total current assets     5,484,634       5,162,870       711,463  
Non-current assets:                        
Property and equipment, net     8,490       7,885       1,087  
Intangible assets, net     54,534       51,018       7,030  
Goodwill     126,344       126,344       17,411  
Long-term investments, net     51,176       50,168       6,913  
Term deposits     -       210,000       28,939  
Right-of-use assets     7,151       66,361       9,145  
Other non-current assets     623       8,414       1,159  
Total non-current assets     248,318       520,190       71,684  
Total assets     5,732,952       5,683,060       783,147  
LIABILITIES AND SHAREHOLDERS’ EQUITY                        
Current liabilities                        
Accounts payable and accrued liabilities     835,688       740,138       101,994  
Salary and welfare payables     275,260       266,786       36,764  
Taxes payables     22,081       17,685       2,437  
Contract liabilities     235,539       228,590       31,500  
Amounts due to related parties     6,825       6,107       842  
Short term lease liabilities     17,308       37,575       5,178  
Short-term borrowings     -       55,786       7,688  
Other current liabilities     131,955       126,173       17,387  
Total current liabilities     1,524,656       1,478,840       203,790  
Non-current liabilities                        
Long term lease liabilities     1,823       34,794       4,795  
Deferred tax liabilities     6,830       6,230       858  
Other non-current liabilities     3,957       3,833       528  
Total non-current liabilities     12,610       44,857       6,181  
Total liabilities     1,537,266       1,523,697       209,971  
                         
Total Zhihu Inc.’s shareholders’ equity     4,136,123       4,096,441       564,505  
Noncontrolling interests     59,563       62,922       8,671  
Total shareholders’ equity     4,195,686       4,159,363       573,176  
                         
Total liabilities and shareholders’ equity     5,732,952       5,683,060       783,147  

 

8


 

ZHIHU INC.

UNAUDITED RECONCILIATIONS OF GAAP AND NON-GAAP RESULTS

(All amounts in thousands)

 

    For the Three Months Ended  
    March 31,
2024
    December 31,
2024
    March 31,
2025
 
    RMB     RMB     RMB     US$  
(Loss)/Income from operations     (224,748 )     11,866       (52,603 )     (7,248 )
Add:                                
Share-based compensation expenses     25,812       7,780       14,158       1,951  
Amortization of intangible assets resulting from business acquisitions     5,365       3,490       3,490       481  
Adjusted (loss)/income from operations     (193,571 )     23,136       (34,955 )     (4,816 )
                                 
Net (loss)/income     (165,796 )     86,401       (10,108 )     (1,392 )
Add:                                
Share-based compensation expenses     25,812       7,780       14,158       1,951  
Amortization of intangible assets resulting from business acquisitions     5,365       3,490       3,490       481  
Tax effects on non-GAAP adjustments     (1,069 )     (600 )     (600 )     (83 )
Adjusted net (loss)/income     (135,688 )     97,071       6,940       957  

 

9