A.History and Development of the Company In late 2010, our founder, Mr. Yuan Zhou, founded Zhihu. Between 2010 and 2012, Zhihu was a by-invitation-only Q&A community. Zhihu opened up registration to the general public in 2013 and has since grown into one of the largest comprehensive online content communities in China. We started to offer online advertising in 2016, introduced paid content in 2018, started our paid Yan Selection membership program in the first half of 2019, and we formally launched our content-commerce solutions in early 2020. We have continued to expand our content-centric monetization channels since 2020, including offering vocational training. Starting from the third quarter of 2025, revenues from vocational training have been presented within “other services” in our financial reporting, and prior period figures have been retrospectively reclassified accordingly. We established Zhihu Technology Limited under the laws of the Cayman Islands as our offshore holding company in May 2011, and later changed its name to Zhihu Inc. in October 2020. In June 2011, we established Zhihu Technology (HK) Limited, a wholly-owned subsidiary of our Cayman Islands holding company, in Hong Kong as our intermediary holding company. In the same month, we established Zhizhe Tianxia in China. In January 2012, Zhihu Technology (HK) Limited established Zhizhe Sihai, a wholly-owned subsidiary in China. In January 2018, we established Beijing Zhihu Network Technology Co., Ltd., a wholly-owned subsidiary of Zhihu Technology (HK) Limited, in China. In July 2018, we gained control over Zhizhe Tianxia through Zhizhe Sihai by entering into a series of contractual arrangements with Zhizhe Tianxia and its shareholders. We replaced such contractual arrangements with the contractual arrangements currently in effect in December 2021. In September 2021, we gained control over Shanghai Pinzhi by entering into a series of contractual arrangements through Shanghai Zhishi with Shanghai Pinzhi and its shareholders. In November 2021, we gained control over Shanghai Biban Network Technology Co., Ltd., or Shanghai Biban, and its subsidiaries by entering into a series of contractual arrangements through Shanghai Paya Information Technology Co., Ltd. with Shanghai Biban and its shareholders; in June 2024, the shareholders of Shanghai Biban transferred all shares in Shanghai Biban to a subsidiary that is wholly owned by Wuhan Xinyue through its subsidiaries, and such contractual arrangements were terminated accordingly. On March 26, 2021, the ADSs commenced trading on the New York Stock Exchange under the ticker symbol “ZH.” Concurrently with our initial public offering, we also entered into private placement transactions with certain investors. Net proceeds from our initial public offering, including the exercise of the underwriters’ option to purchase additional ADSs, and the concurrent private placements, after deducting the underwriting discounts and offering expenses, were US$739.4 million. On April 22, 2022, our Class A ordinary shares commenced trading on the Main Board of the Hong Kong Stock Exchange under the stock code “2390.” The selling shareholders received all the net proceeds of that global offering, and we did not receive any net proceeds therefrom. In July 2023, we gained control over Wuhan Xinyue by entering into a series of contractual arrangements through Wuhan Bofeng with Wuhan Xinyue and its shareholders. 60 Table of Contents In 2024, we conducted all cash tender offers and repurchased 33,016,016 Class A ordinary shares (including 19,877,118 Class A ordinary shares in the form of 6,625,706 ADSs) on the New York Stock Exchange and the Hong Kong Stock Exchange for an aggregate consideration of HK$300,775,906. Our principal executive offices are located at 18 Xueqing Road, Haidian District, Beijing 100083, People’s Republic of China. Our telephone number at this address is +86 (10) 8271-6603. Our registered office in the Cayman Islands is located at offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands. Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168. Our website is http://www.zhihu.com. The information on our websites should not be deemed to be part of this annual report. B.Business Overview Overview Zhihu is a leading online content community where people come to find solutions, make decisions, seek inspiration, and have fun. Our communicty supports discussions ranging from everyday consumer decisions, such as purchasing products or planning travel, to more specialized areas on professional knowledge, technological developments—including artificial intelligence—and academic topics. Our content ecosystem also addresses important life decisions, including education, career development and personal well-being. Through continuous contributions from our content creators, Zhihu has built a large and diverse content library that attracts both users and creators to engage with high-quality, experience-based and expert-driven content. Since we launched our business in 2010, we have been dedicated to expanding our content and service offerings to meet the diverse needs of our users, content creators, and business partners. Over time, we have formed a content-centric business model, which continues to evolve alongside our platform. We have grown from a Q&A community into a comprehensive online content community in China, supported by a network of creators contributing trustworthy content, practical experience and insights. In 2025, Zhihu had 13.5 million average monthly subscribing members. As of December 31, 2025, Zhihu had 80.3 million cumulative content creators, who had contributed 953.9 million cumulative pieces of content covering over 1,000 verticals. Leveraging our content-centric business model, we have continued to develope and refine our monetization channels. In recent periods, we have also optimized certain revenue streams to improve operational efficiency and align with our strategic priorities. We will continue to evolve our monetization approaches in a disciplined manner. The Zhihu model is centered around a virtuous cycle seeking to achieve an equilibrium between what our content creators contribute and what our users consume. We continually improve Zhihu’s technological foundation and strive for optimal monetization to deliver value to our shareholders and other stakeholders. Our users and content creators actively interact with each other and share knowledge, experience, and insights, forming a content ecosystem spanning a wide range of verticals and topics across diverse content forms. Our in-depth content and user insights play an essential role in optimizing user experience and maintaining robust community governance, which reinforces our community culture of sincerity, expertise, and respect. Our community culture and trustworthy brand serve to fortify our content ecosystem, which attracts more users and content creators to our community and keeps them engaged. Our advanced technological infrastructure plays a pivotal role in multiple facets of our business, including user comprehension, content quality assessment, promotion of engaging content, user interaction, and community cultivation, as well as the enhancement of our content and service portfolio, all contributing to the establishment of a trustworthy brand of Zhihu. As we continue to enhance user experience and serve our users, content creators, and business partners, we have established diverse and extensive content-centric monetization channels. This self-reinforcing ecosystem has emerged as we have grown and continues to solidify our leadership. Our Progress in AI Artificial intelligence represents a long-term opportunity for Zhihu. As generative AI technologies continue to evolve, the availability of authentic, high-quality human-generated content has become increasingly important in improving the reliability and usefulness of AI systems. Over time, we have accumulated a substantial amount of professional discussions contributed by real users across a wide range of domains. Together with our creator community, these content assets position Zhihu as a source of trusted content within the broader AI ecosystem. 61 Table of Contents In 2025, we continued to advance the integration of artificial intelligence technologies across our community and operations, with a focus on enhancing user experience, supporting content creation and improving operating efficiency. Our approach to AI remains centered on leveraging our content ecosystem and creator network to develop application-layer capabilities aligned with our platform. Zhihu Zhida (知乎直答), our AI-powered search solution, continued to evolve, with increased usage and deeper integration across our platform. We also enhanced our search capabilities with AI features to improve the discovery and accessibility of high-quality content. We continue to apply artificial intelligence technologies to support content creation, distribution and community governance. AI is increasingly integrated into our platform as a foundational capability connecting content, creators and users, improving the efficiency of content production and distribution and supporting broader content circulation across different scenarios. In addition, we have expanded the use of AI technologies across our internal operations to improve operating efficiency. Furthermore, we have expanded the application of artificial intelligence technologies to improve operating efficiency across our platform. For example, AI supports content identification and moderation, enhances content recommendation and distribution, and improves efficiency in certain commercialization activities. As a leading content-centric community, Zhihu serves as a platform for discussions on artificial intelligence and other emerging technologies, supported by contributions from professionals and domain experts. Discussions on AI-related topics cover a wide range of areas, including large language models, intelligent agents, and other related technologies. Going forward, we will continue to invest in AI-related capabilities at the application layer and deepen their integration across our platform. These efforts are expected to improve operating efficiency across our existing businesses and support the development of additional applications and services over time. Zhihu Content Zhihu’s content is supported by a network of creators, including professionals and domain experts, who contribute trustworthy, experience-based knowledge, expertise, and insights. Through continuous content operations and improvements in our technology infrastructure, we reinforce Zhihu’s positioning as a trusted online content community. Content Offerings We are a UGC-based online content community. Content on Zhihu is presented in diversified forms and features such as Q&As, articles, videos, live streaming, and other formats. As of December 31, 2025, our community had 953.9 million cumulative pieces of content. Our comprehensive content covers more than 1,000 verticals. Popular categories include career development, science and technology (including artificial intelligence and related fields), business and finance, consumer dicision-making, lifestyle, and entertainment, among others. Various distribution channels are available for users to effectively and efficiently explore the Zhihu content, such as feeds, searches, trending topics, follow-based recommendations, as well as AI-powered search and content discovery features. These capabilities support a variety of user needs, such as information search, decision-making, learning and interest exploration. We also provide community-based features that enable users to gather around shared interests and areas of expertise, including topic-based communities and column-style content formats, which facilitate deeper engagement and more structured content consumption. As a comprehensive online content community, we continue to enrich and diversify our content offerings, with a fousu on high-quality content across key verticals, supported by contributions from our professional and experienced content creators. Zhihu’s content originated from a Q&A format, which remains a core mechanism for content creation and interaction on our platform. A question may begin trending immediately, attracting a string of answers of different lengths, styles, and perspectives. A question may also remain relevant and accumulate answers over a long period of time, reflecting the timeless value of such content. This format facilitates the accumulation of diverse perspectives over time and supports in-depth discussions across a wide range of topics. Building on this foundation, we have expanded our content formats to include articles, videos and other forms of structured and interactive content, enabling more comprehensive knowledge sharing and user engagement. Our content ecosystem continues to evolve alongside improvements in our technology infrastructure. Building on our existing content understanding capabilities, including our TopicRank algorithm, we have further enhanced our models by combining artificial intelligence technologies with community interactions to dynamically identify and assess content quality, supporting more effective content creation, discovery and distribution. 62 Table of Contents Aside from the Zhihu content available to all users, we offer a paid Yan Selection membership program where we curate premium content for our subscribing members. Our premium content primarily consists of works contributed by professional or experienced content creators and high-quality works licensed by third parties. As of December 31, 2025, the Yan Selection membership program offers access to millions of premium content items, such as fictional stories and novels, other books and magazines, live and recorded lectures, and audio books, serving a wide range of users who consume content for pleasure or for acquiring knowledge and skills, as well as those searching for credible references. Our continuous expansion of premium content offerings aims to unlock commercialization potential and benefit a broader audience. In May 2023, we officially launched Yanyan Story, an app dedicated to boutique short-form stories for subscribing members who prefer a dedicated and immersive reading experience. We are also diligently expanding other premium content offerings to better serve evolving user preferences and to support our long-term content ecosystem. Content Operations The Zhihu model is based on a content equilibrium between what our content creators contribute and what our users consume. Our content operations rely on our overall comprehension of content and our understanding of content creators, informed by our TopicRank algorithms. Leveraging our evolving and growing technological capabilities, we strive to maintain and enhance the quality and credibility of our content. We believe that our unique content operating approach, combined with our TopicRank algorithms, deepens our comprehension of the Zhihu content ecosystem and supports various aspects of our business. We continually iterate our TopicRank algorithms over time to enhance our understanding of content creators and our content ecosystem. As content creators continue to contribute content on Zhihu, our TopicRank algorithms continually assess content through the understanding of content creators based on their contributions and engagements, users’ engagements and other related factors. A content creator perceived as an expert by our TopicRank algorithms in a field, whether major or minor, typically carries more weight in that field for future assessments. Content quality is not merely determined by the content’s popularity or number of upvotes. Our TopicRank algorithms assess the quality of content based on all relevant information available to Zhihu and regularly update such assessments. These ongoing improvements contribute to effective content creation, distribution and consumption on Zhihu. Through years of relentless work in enhancing user experience, we have come to understand that users love Zhihu’s content for its ability to broaden horizons, provide solutions, and resonate with minds. We continuously refine this deepened understanding through insights from our operations and technology teams. Leveraging technology, we optimize content operation and reassessment. We remain committed to utilizing our technological capabilities to optimize our daily content operations. In particular, we are actively leveraging the latest AI capabilities to evolve our TopicRank algorithms, enabling it to better identify and evaluate our content, to provide our users with a better content consumption experience. We have years of experience in identifying and promoting worthwhile questions and then using an AI-powered question routing system to invite users to answer questions that correspond to their interests and expertise. We provide tools and support to help content creators produce high-quality content more efficiently and encourage user participation across our platform. Our recommendation and AI-enabled search systems facilitate efficient content distribution, enabling users to discover content based on their interests and needs. Users can access content through personalized feeds, search, trending topics and follow-based updates, as well as through evolving AI-enabled content discovery features. We also launch various initiatives and campaigns to further enhance the depth, breadth, and quality of our content. We focus on promoting timely content, which covers a wide spectrum of trending events to satisfy the needs of our diverse user base. We have a dedicated content operation team to facilitate content creation and distribution relating to the most notable events from time to time. We also collaborate with various media to ensure our content regularly covers popular events of interest to the general public. Content Creators The Zhihu brand has inspired our users to become active contributors and content creators. As a UGC-based online content community, we take pride in the 80.3 million cumulative content creators who have collectively contributed 953.9 million cumulative pieces of content to our community as of December 31, 2025. Our users and content creators complement each other in our content ecosystem, contributing knowledge, expertise and insights across a wide range of topics. We strive to empower them to generate high-quality content and foster content diversity. Through our efforts in discovering, developing, and supporting content creators, we help realize and unlock the potential of each content creator, regardless of their background or field of specialty. This approach enables us to convert more users into content creators. 63 Table of Contents We are committed to supporting our content creators at different stages of their developement. Our Q&A format serves as a catalyst and entry point for user participation in the Zhihu community by contributing their first piece of content. Our technology including the application of artificial intelligence technologies, helps creators identify relevant topics and connect with appropriate audiences. We also provide tools and support to improve content creation efficiency and enhance the overall experience for creators. In addition, We continue to strengthen our creator ecosystem by supporting professional and high-quality content creation and improving monetization opportunities for creators through multiple channels, including premium content, marketing services and other content-centric monetization initiatives. In April 2023, we upgraded our professional creator identification recognition function to indicate verified professional identity of our content creators. Furthermore, we launched our upgraded Haiyan Plan 6.0 March 2024, which centers around professional users with profile verified, motivating them with greater weights to expand their influence within the community and with highly efficient tools for realizing their monetization potential. We continued to enhance our incentive mechanisms for high-quality content creation in 2025. The total payouts under our core incentive programs increased by approximately 70% year-over-year. The number of creators receiving such incentives also grew by a double-digit percentage, driven by the expansion of incentive coverage across multiple content formats. On average, income per participating creator from these incentive programs increased by over 40% year-over-year. These initiatives reflect our ongoing efforts to support high-quality content creation and to align the long-term development of our content ecosystem with the interests of our creators. Zhihu Users We have a large and active user base. Following the streamlining of our user acquisition spending, our monthly active user base remained stable in 2025. At the same time, user engagement metrics improved, with increased time spent, stronger retention among core users and more active participation within the community. Our user base is also young and diverse. As of December 31, 2025, over 73.2% of our active users were under 30, and female users accounted for 59.6% of our total number of active users in December 2025. We aim to urther strengthen our core user base and drive high-quality, sustainable user growth, while continuing to enhance the diversity of our user base. Our users can leverage a series of features to foster active engagement within the Zhihu community. For example, they can upvote and downvote answers and comments, which play an instrumental role in our community engagements. Users can also identify and invite other users to answer any specific questions in our community. Furthermore, we offer other engagement features including comments, likes, follows, favorites, and shares. These features collectively enhance user participation and contribute to the vibrant and interactive environment of the Zhihu community. Our users are instrumental in building and maintaining our community culture of sincerity, expertise, and respect. We provide a set of comprehensive community identity and recognition systems that strengthen users’ sense of community belonging. Our high-quality content and strong brand have enabled us to effectively expand our user base while maintaining user loyalty. We have implemented a systematic approach in managing our user growth. Our product, content, community governance, technology, and sales and marketing teams collaborate closely with our experienced management team to align and execute our user growth strategies, ensuring optimized user acquisition. We also strategically deploy multi-dimensional user growth strategies to complement our word-of-mouth referrals, such as brand marketing, targeted campaigns, and pre-installations on mobile devices. We have adopted a more disciplined approach to user growth since 2024, evolving from a broader user acquisition strategy toward a greater focus on user quality and engagement. We focus on strengthening our core user base and driving high-quality, sustainable growth, with an emphasis on organic user acquisition and content quality. We continuously refine our user growth strategy in response to evolving market conditions, while reinforcing Zhihu’s positioning as a trusted community for high-quality content and meaningful discussions. Our Monetization We have adopted a multi-engine, content-centric monetization approach. We derive revenues from marketing services, paid membership, and other services. Marketing Services At the beginning of 2023, we optimized our organizational structure by combining our advertising and content commerce solutions services into a “marketing services” business, offering our merchants and brands more effective and comprehensive marketing solutions. Currently, our marketing services primarily consist of online advertising services and content-commerce solutions. 64 Table of Contents Our online advertising services help merchants and brands deliver advertisements effectively to their targeted audience. Our customers are generally attracted by our expanding user base, high-quality user profiles, and the content generated in our community. They typically select target audiences based on user profiles and review performance indices instead of specifying target content categories or monitoring other similar metrics. Our online advertising services primarily include launch-screen and feed advertisements. Advertisements can be placed in various areas on our Zhihu app and website in diverse formats. Merchants and brands can place display-based or performance-based advertisements. We charge these advertisements by the cost-per-mille model, the cost-per-click model and the cost-per-day model. The pricing of our advertising is determined based on our internally-set price guidelines that are updated from time to time. The guidelines generally take into consideration factors including, among other things, nature and type of customers, products and services to be marketed, prior relationships, level of comparable demands, and scale of orders, and are implemented based on the marked price for our advertising services. Our innovative content-commerce solutions provide merchants and brands with online marketing solutions that are seamlessly integrated into our online content community. Unlike traffic-based online marketing, our content-commerce solutions adopt a content-based approach focusing on the content itself and its appeal to targeted audiences to help merchants and brands engage with their target consumers in a more direct, accurate, and effective manner. Content-commerce solutions enable merchants and brands to craft compelling commercial content showcasing their products and services, which can be distributed by and remain relevant to our users over an extended period, thereby amplifying our clients’ branding efforts. Typically, the lifespan of such content varies from a few days to a year. Such content is seamlessly embedded into answers, articles, and videos on Zhihu, to effectively capitalize on users’ actionable intent. By embedding high-quality commercial content within relevant context, readers are more likely to respond positively, resulting in superior marketing outcomes. In addition, by collaborating with us and utilizing our content-commerce solutions, content creators can assist merchants and brands in brand building, sales enhancement, and other promotional objectives. We are continuing to enhance the effectiveness of our marketing services based on more accurate distribution to users and enhanced digital experience powered by technology with more diverse marketing service offerings. In 2025, we proactively scaled back certain content commerce solutions services distribution that we considered less effective. At the same time, we actively leveraged AI capabilities to upgrade our existing products and integrate them more closely with content from our content creators and integrated with the broader community. We believe this will not only enhance the long-term monetization potential of our marketing services, but also help maintain a better balance between our commercial and content ecosystems. Paid Membership Our Yan Selection membership program provides our subscribing members with access to our premium content library, serving a wide range of users who consume content for pleasure or acquiring knowledge and skills, as well as those who seek credible references. We offer subscription plans for our Yan Selection membership and offer trials to attract more members. Our subscription plans are generally offered for monthly, quarterly, and annual membership services. In comparison to freely accessible content, our premium content available through the paid membership subscription program primarily consists of content generated by content creators on our platform, some of whom are professionals, and user-generated content licensed from third parties on a compensated basis. Specifically, these third parties primarily include professional or experienced content creators who provide commissioned works and copyright holders that grant us licenses for specific copyrighted works. We also offer an on-demand access option to our content library to supplement our Yan Selection membership program. In 2025, we had an average of 13.5 million monthly subscribing members, decreased by 10.0% from 15.0 million in 2024. We expect to expand our paid membership services by continually enhancing the quality of our premium content, including professionally generated and professional user-generated content, while diversifying the spectrum of our premium content library. Other Monetization Channels In addition to our Marketing Services and Paid Membership, we generate revenues from a range of complementary monetization channels that extend the value of our content ecosystem. We offer a portfolio of content-related services, including vocational training and other content-based offerings, which serve as a supplement to our core content ecosystem. Our vocational training services focus on professional qualification exams and skill-based learning, and are closely integrated with our content community. Leveraging our content distribution engine and data capabilities, we are able to identify user interests and deliver relevant course offerings, while using content to stimulate user demand and conversion. We have also enhanced our course portfolio through a combination of in-house development and selective partnerships, enabling us to enrich content supply and improve operational efficiency. In recent years, we have further streamlined our offerings to focus on categories with stronger user demand and better unit economics. 65 Table of Contents Our e-commerce operations enable content creators to seamlessly integrate actionable utilities in their content to introduce and recommend products to our users. We primarily collaborate with third-party e-commerce platforms and earn commissions based on pre-agreed percentages of the relevant GMV realized on these platforms. We then share a portion of such commissions with the respective content creators. Benefiting from our trusted brand and extensive content repository, we continue to explore monetization opportunities across different content domains. In particular, we are advancing the development of our intellectual property, leveraging our high-quality short-form content and creator ecosystem. As content production capabilities continue to improve, including through the application of AI technologies, we are expanding into new content formats such as short dramas and AI-enabled content adaptations. We collaborate with industry partners on content development, production and distribution, and generate revenues through a combination of licensing and participation in downstream distribution. We believe these initiatives enable us to further unlock the value of our content assets, extend our monetization capabilities beyond traditional formats, and create additional long-term growth opportunities. Zhihu Community Governance We maintain community culture through our comprehensive community governance system, comprising our users, protocols, and algorithms. These elements interact with one another to build and enhance our culture. Our community governance team actively identifies and addresses content that violates our community guidelines, leveraging a combination of proprietary know-how, AI-powered content assessment algorithms, and established systems and protocols honed over years of operations. We analyze content, assess user behaviors and interactions, and ultimately enhance the quality of our content portfolio. As a result, content quality plays a key role in determining how content is surfaced and distributed across our platform. Through years of experience, we have accumulated a set of community guidelines in addition to our community by-laws and terms of service to help regulate all major aspects of our community’s operations and activities. At the same time, we continue to improve moderation efficiency and consistency through the application of AI tools. People within the Zhihu community value our culture and are willing to help safeguard an environment where everyone is encouraged to share their knowledge, experience, and insights, while treating each other with respect. For example, our users can actively participate in community governance by initiating and participating in the dispute review process, and certain users can even become “jurors” on Zhihu to assist with fact-finding in community disputes. Sales and Marketing We strategically deploy multi-dimensional marketing strategies to complement our word-of-mouth referrals, such as brand marketing, targeted campaigns, and pre-installations on mobile devices. Currently, a majority of the downloads of the Zhihu app are from the app stores on Android devices, and all pre-installations of the Zhihu app are made on Android devices, which represent an insignificant portion of the Zhihu app installations on Android devices. Since 2024, we have adopted a more disciplined approach to user growth, with a greater focus on user quality, engagement and long-term value. We primarily rely on our content-driven approach and brand recognition to support organic user acquisition. Our marketing strategy emphasizes strengthening Zhihu’s positioning as a trusted community for high-quality content and professional discussions. We focus on promoting content that resonates with users and reflects meaningful topics, rather than relying on large-scale user acquisition campaigns. Our marketing also includes collaborations with celebrities, targeted event campaigns, fans events, and partnerships with major TV stations and online video platforms in China. Leveraging the inherent trustworthiness and recognition associated with the Zhihu brand, our marketing strategy to combine brand building with user growth enables us to benefit from a lower customer acquisition cost and achieve a faster rate of user growth. Data analytics underlie our marketing strategies. We constantly refine our algorithms for accurate identification of trending topics and user demand to better connect the right users with the right content. We also collaborate with external platforms, including search engines and social media, to expand the reach of our content and enhance brand visibility. Technological Infrastructure We develop and deploy our technological infrastructure and data capabilities to support our content ecosystem and our content-centric monetization strategies. 66 Table of Contents TopicRank forms the technological foundation of Zhihu as a trustworthy online content community from the content creator perspective. Powered by our AI capabilities, TopicRank evaluates and ranks content based on a comprehensive understanding of content quality, creator credibility and user interactions, and is continuously refined through machine learning and our proprietary data insights accumulated over years of operations. Building on TopicRank, we have further developed our Trustworthy Content Model, which integrates AI technologies with community interactions to dynamically identify and promote high-quality content. We use an intelligent question routing system to accurately invite users to contribute their answers. Based on the analysis of user profiles, behaviors and past contributions, the system identifies users with relevant expertise or interests and distributes questions accordingly, improving response quality and participation efficiency. In addition, we also supply content creators with a suite of AI-enabled productivity tools to support content creation across multiple formats and improve creation efficiency. We also utilize AI-powered feed recommendation system and a search system to efficiently distribute content of interest to users. Our feed recommendation system creates personalized home feeds when users access the Zhihu app and website based on user profiles and behaviors. The feed recommendation system enables us to optimize user experience and improve the signal-to-noise ratio. We continue to improve both the feed recommendation and search systems through TopicRank and machine learning technology. Our research and development team are comprised of highly qualified employees, substantially all of whom held Bachelor’s or higher degrees as of December 31, 2025. We plan to continue to invest in technology and innovation to enhance user and customer experience. User Privacy and Data Security Data security is crucial to our business operations. We have internal rules and policies to govern how we may use and share personal information, as well as protocols, technologies and systems in place to ensure that such information will not be accessed or disclosed improperly. Users must acknowledge the terms and conditions of the user agreement before accessing our products and services, under which they consent to our collection, use, and disclosure of their data in compliance with applicable laws and regulations. When our users access and interact on Zhihu, we collect certain personal information, including name, email address, mobile number, ID number, behavioral data, and other personal information. We first obtain consent from our users to collect, store, and transmit data for providing services to them on Zhihu. Our data privacy policy agreed to by our users describes our data practices in our operations. We do not use any data for any purpose other than those specified in the data privacy policy agreed to by our users. We store all the data accumulated in our operations in-house. At present, we do not engage in any data sharing arrangement with external parties, nor do our operations entail any cross-border data transfer. From an internal policy perspective, we limit access to our servers that store our user and internal data on a “need-to-know” basis. Our employees are granted access to the minimum extent that is necessary to fulfill their job responsibilities and are required to go through strict internal approval procedures before operating on such data. We also have entered into confidentiality agreements with employees and organized trainings to strengthen their awareness of data privacy and protection. In addition, we adopt a data encryption system intended to ensure the secured storage and transmission of data and prevent any unauthorized public member or third parties from accessing or using our data in any unauthorized manner. We have implemented internal controls to ensure that user data is protected, and that leakage and loss of such data is avoided. Furthermore, we have appointed a team of dedicated data protection professionals who are responsible for designing and monitoring data security management and emergency response. Data access attempts by any third party are subject to our evaluation and approval procedure based on the necessity and scope of the attempts and appropriate consent from our users. We typically provide third parties with anonymous and desensitized personal information and require such third parties to undertake equivalent data protection measures. To date, we have not been subject to any material fines or other material penalties due to non-compliance with data privacy and security laws or regulations. Based on the foregoing, Global Law Office, our PRC legal counsel, is of the view that we are in compliance with currently applicable PRC data privacy and cybersecurity laws and regulations that may have a material adverse effect on our business, financial condition, or results of operations in all material respects as of the date of this annual report. Intellectual Property We rely on a combination of patent, copyright, trademark, domain name, and trade secret laws and restrictions on disclosure to protect our intellectual property rights. As of March 31, 2026, we had 94 registered patents, 1 pending patent registration applications, 1,336 registered trademarks, 49 pending trademark registration applications, registered copyrights to 148 pieces of software, and 54 domain names (including zhihu.com). As of the date of this annual report, we are not subject to any material claims or allegations relating to intellectual property that will have material adverse effect to our business operations. 67 Table of Contents Competition Our competitors mainly include (i) comprehensive online content communities and (ii) other online content communities that specialize in certain content verticals, such as certain lifestyle sharing platforms, live streaming platforms, knowledge sharing platforms, and hobby communities. China’s online content community industry is highly competitive and rapidly changing in response to the evolving market demand and user preferences. We compete to attract, engage, and retain users, content creators, and merchants and brands. Our competitors may compete with us in a variety of ways, including by providing better content, fulfilling evolving user needs, providing content creation utilities, and conducting brand promotions and other marketing activities. Our content creators are generally free to post their content on our competitors’ platforms, which may divert user traffic or attention from our platform. We face competition for advertising and marketing spending of merchants and brands, and we compete against other online content communities that offer services similar to our marketing services. We also compete with internet companies that offer similar services, including online content market players who focus on professionally generated content, search service providers, e-commerce platforms, and social networking platforms. We also compete against traditional media outlets, such as television, radio, and print for advertising and marketing budget. Our paid membership service offerings compete with platforms that provide similar services to paying users, including other online content communities and online content market players focusing on professionally generated content that offer subscription programs or on-demand access to content library. In addition to marketing services and paid membership, we also generate revenue through other services, including vocational training and e-commerce services, for which we may face competition for consumer spending with online or offline training players that focus on professional qualification exams and other vocational education and with other online content communities and e-commerce platforms. We compete with our competitors based on several key factors. These include the community culture, content quality and breadth, and governance mechanism that we have fostered over the past decade, the strength and reputation of our Zhihu brand for trustworthiness, our ability to provide high-quality content and develop new products, services and enhancements to existing products and services to meet evolving user preferences and demands, and our ability to sustainably grow our user base. As we introduce new products and services and refine existing ones, and as our competitors introduce their new products and services, we may face heightened competition. Regulations Regulations on Value-Added Telecommunications Services Licenses for Value-Added Telecommunications Services The PRC Telecommunications Regulations, promulgated by the State Council on September 25, 2000 and last amended with immediate effect on February 6, 2016, provide the regulatory framework for telecommunications service providers in China. The PRC Telecommunications Regulations classify telecommunications services into basic telecommunications services and value-added telecommunications services. Providers of value-added telecommunications services are required to obtain a license for value-added telecommunications services. According to the Catalog of Telecommunications Services which is included in the PRC Telecommunications Regulations and was last amended by the MIIT on June 6, 2019, information services provided via public communication network or the internet are value- added telecommunications services. As a subcategory of the value-added telecommunications services, internet information services are regulated by the Administrative Measures on Internet Information Services, which were promulgated by the State Council on September 25, 2000 and last amended on December 6, 2024 and became effective on January 20, 2025. Internet information services are defined as “services that provide information to online users through the internet.” The Administrative Measures on Internet Information Services classifies internet information services into non-commercial internet information services and commercial internet information services. Commercial internet information service providers must obtain an ICP License from appropriate telecommunications authorities. An ICP License has a term of five years and can be renewed within 90 days prior to its expiration, according to the Administrative Measures for Telecommunications Businesses Operating Licensing, which were promulgated by the MIIT on March 1, 2009, were most recently amended on July 3, 2017, and became effective on September 1, 2017. 68 Table of Contents Restrictions on Foreign Investment in Value-Added Telecommunications Services The Regulations for the Administration of Foreign-Invested Telecommunications Enterprises, which were promulgated by the State Council on December 11, 2001 and most recently amended on March 29, 2022 and became effective on May 1, 2022, require foreign- invested value-added telecommunications enterprises in China to be established as Sino- foreign joint ventures, and foreign investors shall not acquire more than 50% of the equity interest of such an enterprise. Moreover, the joint ventures must obtain approvals from the MIIT or their authorized local counterparts, before launching the value-added telecommunications business in China. The 2024 Negative List was promulgated by the NDRC and the Ministry of Commerce jointly on September 6, 2024 and became effective on November 1, 2024, to supersede the Special Administrative Measures (Negative List) for Foreign Investment Access (2021 Version). According to this list, the proportion of foreign investments in an entity engaging in value-added telecommunications business (except for e-commerce, domestic multi-party communications, storage-forwarding, and call centers) shall not exceed 50%. On April 8, 2024, the MIIT issued Notice No. 107 to launch pilot programs in Beijing, Shanghai, Hainan, and Shenzhen, removing foreign investment limits for value-added telecommunications business like internet data centers (IDC), content delivery networks (CDN), internet Access Services (ISP), online data processing and information release platforms and delivery services (excluding internet news, online publishing, audiovisual, and cultural operations). However, these pilot measures are limited to the specified regions and are not universally applicable. Pursuant to the Ministry of Information Industry’s Notice on Strengthening the Administration of Foreign Investment in and Operation of Value-Added Telecommunications Services, issued by the Ministry of Information Industry, the predecessor of the MIIT, on July 13, 2006, domestic value-added telecommunications enterprises are prohibited from renting, transferring, or selling licenses for value-added telecommunications services to foreign investors in any form. They are also prohibited from providing any resources, premises, facilities, or other assistance in any form to foreign investors for their illegal operation of any value-added telecommunications business in China. Regulations on Internet Content Services The PRC government authorities have adopted regulations governing illegal content and information over the internet to strengthen the regulations on internet content from time to time to, among others, maintain the security of internet operations and internet content and manage specific categories of internet content such as internet audio-visual programs. See “—Regulations Relating to Information Security” and “—Regulations Relating to Internet Audio-Visual Program Services.” On June 1, 2017, the CAC promulgated the Provisions on the Administration of Internet News Information Services. Pursuant to these provisions and their implementing rules, if an entity intends to provide internet news information service, including editing, publishing and reposting and the dissemination of internet news through internet websites, mobile apps, forums, blogs, micro-blogs, official accounts, instant message tools, live-streaming and other similar means, it is required to obtain an approval from the State Council News Office and an Internet News Information Service License. Pursuant to these provisions, no internet news information service organizations may take the form of a foreign-invested enterprise, whether a joint venture or a wholly foreign-owned enterprise, and no cooperation between internet news information service organizations and foreign-invested enterprises is allowed prior to the security evaluation by the CAC. On April 16, 2025, the NDRC, SAMR and the Ministry of Commerce issue the Negative List for Market Access (2025 Version), which specifies the prohibition of illegal engagement in news media business, and further emphasizes that non-state capital should not engage in the gathering, editing, broadcasting and distribution of news information. 69 Table of Contents On August 25, 2017, the CAC promulgated the Administrative Provisions on Internet Comment Threading Services and the Administrative Provisions on Internet Forum and Community Services, both of which took effect on October 1, 2017. As stipulated in the provisions, online comment threading service providers are imposed on strict primary obligations such as verifying the authenticity of registered users’ identity information, protecting personal information of users, and developing systems to review comment threading on news information prior to the publication. In addition, the services providers may establish information review, real-time public information check, emergency response, personal information protection, and other information security administration systems. Furthermore, the service providers should not publish information in violation of PRC laws, regulations, and other applicable provisions. The Administrative Provisions on Internet Comment Threading Services was later amended on November 16, 2022 and took effect on December 15, 2022, which further clarify the obligations of service providers of online comment threading. Service providers must regulate and manage users, producers, and operators of official accounts in accordance with user agreements. For users of comment threading services that release unlawful and detrimental content, the service providers must take necessary measures to manage such actions, such as giving warnings, refusing publication of comment, deleting comment, restricting account functions, suspending account updates, closing accounts, and prohibiting re-registration, and save relevant records; for producers and operators of official accounts that fail to fulfil their management obligations resulting in circulation of unlawful and detrimental information on the online comment threading, the service providers must take necessary measures to manage such actions, such as giving warnings, deleting relevant information, suspending the function of comment threading until the permanent closure of online comment threading area, restricting account functions, suspending account updates, closing accounts, and prohibiting re-registration, save relevant records, and promptly report to the cyberspace administration authorities. This amended regulation also defines “comment threading services” as services provided by internet websites, applications, and other online platforms of a public opinion nature or with the capacity to mobilize the public, for users to express text, code, emojis, pictures, audio, video, or other information through methods such as comments, responses, private messages, live streaming comments, likes, and so forth. On September 7, 2017, the CAC promulgated the Administrative Provisions on the Information Services Provided Through Public Accounts of Internet Users, which were last amended on January 22, 2021 and took effect on February 22, 2021. This regulation requires information service platforms for public accounts to, among others, establish and improve a management system for user registration, information content security, content ecology, data security, personal information protection, intellectual property protection, and credit assessment, and establish a monitoring and evaluation mechanism for public accounts to prevent data falsification on account subscriptions and interaction counts. On December 15, 2019, the CAC promulgated the Provisions on the Ecological Governance of Internet Information Content, which took effect on March 1, 2020 and specifies the content scopes that are encouraged, prohibited, or prevented from producing, reproducing, and publishing. Internet information content producers are required to take measures to prevent and resist the production of content that, among others, uses exaggerated titles that are inconsistent with the content, may incite racism or discrimination against geographic region, and propagates scandals. Internet information content service platforms must fulfill the main responsibility of content management, establish an ecological governance mechanism of the internet information, and improve system for user registration, account management, information publishing review, and emergency response. Internet information content service users, internet information content producers, and internet information content service platforms cannot, through manual or technical means, conduct acts that destroy the internet ecosystem. On June 27, 2022, the CAC promulgated the Administrative Provisions on the Account Information of Internet Users, which took effect on August 1, 2022. Internet-based information service providers that provide users with information release services, should provide and disclose the rules for the management of user accounts and platform conventions and enter into service agreements with users. Internet-based information service providers should authenticate the identification information of the users who apply for registration of accounts for production of information content in areas such as economics, education, medical care and health, and justice, and the service providers should require these users to provide relevant documents such as service qualification, professional qualification, and professional background information for verification and add a special label to the accounts that have been verified. Any internet-based information service provider in violation of these provisions should be punished in accordance with the laws and administrative regulations. On September 9, 2022, the CAC, the MIIT, and the SAMR issued the Administrative Provisions on Internet Pop-up Push Notification Services, which took effect on September 30, 2022. The provisions require that internet pop-up push notification service providers should implement the responsibilities as subjects of information content management and establish and improve management systems for censoring of information content, ecological governance, data security, and personal information protection, and protection of minors. 70 Table of Contents On November 25, 2022, the CAC, the MIIT, and the Ministry of Public Security jointly issued the Administrative Provisions on Deep Synthesis of Internet Information Services, which took effect on January 10, 2023. According to the provisions, deep synthesis technology refers to any technology that utilizes deep learning, virtual reality, or any other generative or synthetic algorithm to produce text, images, audio, video, virtual scenes, or other network information. The provisions emphasize that deep synthesis service providers, as the primary entities responsible for the information security, should not use deep synthesis services to engage in activities prohibited by laws and regulations. On June 12, 2024, the CAC and other three authorities jointly promulgated the Provisions on Governance of Cyber Violence Information, which came into effect on August 1, 2024, regulating activities related to cyber violence information within the PRC. Internet information service providers are given primary responsibility for managing Internet content and establishing, maintaining, and continually improving mechanisms for restricting cyberviolence information. Regulations Relating to Mobile Internet Applications Information Services In addition to the PRC Telecommunications Regulations and other regulations above, mobile internet applications, or apps, are specially regulated by the Administrative Provisions on Mobile Internet Applications Information Services, which were promulgated by the CAC on June 28, 2016 and last amended on June 14, 2022 and took effect on August 1, 2022. The provisions set forth requirements on the app information service providers and the App Store service providers. The CAC and its local branches shall be responsible for the supervision and administration of nationwide and local app information respectively. App providers shall strictly fulfill their responsibilities of information security management, and perform the following duties: (i) in accordance with the principle of “real name at background, any name at foreground,” verify identities with the registered users through mobile phone numbers, ID numbers, unified social credit codes, and other measures; (ii) establish and improve the mechanism for user information security protection, follow the principle of “legality, appropriateness, necessity, and good faith” in collection and use of personal information, expressly state the purpose, methods, and scope of information collection, and obtain the users’ consent; (iii) establish a sound information content review and management mechanism, and establish and improve management measures for user registration, account management, information review, routine inspections, and emergency response, with professionals and technical capabilities commensurate with their service scale; (iv) adhere to the principle of being most beneficial to minors, and strictly implement the requirements for the registration and login of minors’ user accounts with real identity information in accordance with the law; (v) do not induce users to download apps by means of false advertisement, bundled downloads, or other acts, or via machine or manual comment control, or by using illegal and harmful information; and (vi) perform the obligation of ensuring data security, establish a sound whole-process data security management system, take technical measures to ensure data security and other security measures, and strengthen risk monitoring, and cannot endanger national security or public interests, or damage the legitimate rights and interests of others. On July 21, 2023, the MIIT issued the Circular on Launching the Record-filing of Mobile Internet Applications, pursuant to which we shall complete a record-filing procedure with the MIIT for our mobile apps with engagement of provision of internet information service within the PRC before March of 2024. We are not allowed to continue to provide internet information services via our mobile apps within the PRC if applicable filings for our mobile apps cannot be completed. As of the date of this annual report, we have completed these filings for all our mobile apps intended for providing internet information service within the PRC. On 10 January 2026, the CAC released the draft Regulations on the Collection and Use of Personal Information by Internet Applications for public opinion, aiming to regulate personal information collection across internet applications, software development kits (SDKs), and distribution platforms. The draft bans unauthorized recording, excessive data collection, and mandates permission requests follow the “enable as needed, disable when done” principle. It requires clear disclosures on collection purposes, methods, and scope, while granting users the rights to withdraw consent and delete accounts. For smart devices and third-party SDKs, it establishes joint liability, prohibits forced bundling of pre-installed software, and ensures independent disabling options. Regulations Relating to Internet Culture Activities Internet audio-visual program services are categorized as internet culture business. The Interim Administrative Provisions on Internet Culture, promulgated by the Ministry of Culture on May 10, 2003, and last amended with immediate effect on December 15, 2017, classify internet culture activities into non-commercial internet cultural activities and commercial internet cultural entities. Under the Interim Administrative Provisions on Internet Culture, internet culture activities include: (i) the production, reproduction, importation, distribution, or streaming of internet culture products (such as online music, online game, online program, online series, online performance, online cartoon, etc.); (ii) the dissemination of culture products via internet; and (iii) the exhibitions, competitions, and other similar activities concerning internet culture products. To conduct commercial internet culture activities, the Internet Cultural Business License is a prerequisite. 71 Table of Contents On April 13, 2005, the State Council promulgated Decisions on the Entry of the Non-state-owned Capital into the Cultural Industry. On July 6, 2005, five PRC regulatory agencies, including the Ministry of Culture, State Administration of Radio, Film and Television, the General Administration of Press and Publications, the NDRC, and the Ministry of Commerce, jointly adopted Opinions on Introducing Foreign Investments to the Cultural Sector. According to these regulations, non-state-owned capital and foreign investors are generally not allowed to conduct the business of transmitting audio-visual programs via information network. In addition, internet cultural business, except for music, remains a prohibited area for foreign investment on the 2024 Negative List. The Administrative Measures for Content Self-review by Internet Culture Business Entities, which were promulgated by the Ministry of Culture on August 12, 2013 and took effect on December 1, 2013, require internet culture business entities to review the content of culture products and services before providing them to the public. The content management system required to be established by an internet culture business entity shall specify the responsibilities, standards and processes for content review as well as accountability measures, and be filed with the local provincial branch of the Ministry of Culture. Regulations Relating to Internet Audio-Visual Program Services According to the Administrative Regulations on Internet Audio-Visual Program Service promulgated by the State Administration of Radio, Film and Television and the Ministry of Information Industry, the predecessor of the MIIT, on December 20, 2007, which were amended on August 28, 2015, internet audio-visual program service refers to activities of making, editing, and integrating audio-visual programs, providing them to the general public via internet, and providing such services to other people by uploading. An internet audio-visual program service provider must obtain an Audio-Visual Permit issued by the State Administration of Radio, Film and Television or complete certain registration procedures with the State Administration of Radio, Film and Television. On March 30, 2009, the State Administration of Radio, Film and Television promulgated the Notice on Strengthening the Administration of the Content of Internet Audio-Visual Programs, which reiterates the pre-approval requirements for the internet audio-visual programs, including those on mobile network (if applicable), and prohibits internet audio-visual programs containing violence, pornography, gambling, terrorism, superstition, or other prohibited elements. The State Administration of Press, Publication, Radio, Film and Television issued the Supplemental Notice on Improving the Administration of Online Audio-visual Content Including Internet Drama and Micro Films on January 2, 2014. This notice emphasizes that entities producing online audio-visual content, such as internet drama and micro films, must obtain a Radio and Television Program Production and Operation License, and that online audio-visual content service providers cannot release any internet drama or micro films that were produced by any entity lacking such license. For internet drama or micro films produced and uploaded by individual users, the online audio-visual service providers transmitting such content will be deemed responsible as a producer. Further, under this notice, online audio-visual service providers can only transmit content uploaded by individuals whose identity has been verified and such content shall comply with the content management rules. This notice also requires that online audio-visual content, including internet drama and micro films, to be filed with the authorities before release. Pursuant to the Administrative Regulations on Internet Audio-Visual Program Service, providers of internet audio-visual program services are generally required to be either state-owned or state-controlled. According to the Official Answers to Press Questions Regarding the Administrative Regulations on Internet Audio-Visual Program Service published on the website of the State Administration of Radio, Film and Television on February 3, 2008, the State Administration of Radio, Film and Television and Ministry of Information Industry, the predecessor of the MIIT, clarified that providers of internet audio-visual program services who had legally engaged in such services prior to the adoption of these regulations are eligible to re-register their businesses and continue their operations of internet audio-visual program services so long as those providers have not been in violation of the laws and regulations. This exemption will not be granted to internet audio-visual program service providers established after the adoption of these regulations. These policies have later been reflected in the Notice on Relevant Issues Concerning Application and Approval of Audio-Visual Permit, issued by State Administration of Radio, Film and Television on April 8, 2008 and amended on August 28, 2015. In March 2018, the State Administration of Press, Publication, Radio, Film and Television issued the Notice on Further Regulating the Transmission Order of Internet Audio-visual Programs, which requires that, among others, audio-visual platforms shall: (i) not produce or transmit programs intended to parody or denigrate classic works, (ii) not re-edit, re-dub, re-caption or otherwise ridicule classic works, radio and television programs, or original internet audio- visual programs without authorization, (iii) not transmit re-edited programs which unfairly distort the original content, (iv) strictly monitor the adapted content uploaded by platform users and not provide transmission channels for illicit content, (v) immediately take down unauthorized content upon receipt of complaints from copyright owners, radio and television stations, or film and television production institutions, (vi) strengthen the administration of movie trailers and prevent improper broadcasting of movie clips and trailers prior to authorized release, and (vii) strengthen the administration of sponsorship and endorsement for internet audio-visual programs. Pursuant to this notice, the provincial branches of State Administration of Press, Publication, Radio, Film and Television shall have the authority to supervise radio and television stations and websites that offer audio-visual programs within its jurisdiction and require them to further improve their content management systems and implement the management requirements. 72 Table of Contents According to the Administrative Provisions on Online Audio-Visual Information Services, which were promulgated jointly by the CAC, the PRC Ministry of Culture, and the PRC Tourism, and the National Radio and Television Administration on November 18, 2019 and came into effect on January 1, 2020, online audio-visual information service providers shall authenticate user’s real identity information based on organization code, identity card number, mobile phone number, etc. Online audio-visual information service providers shall not serve users who fail to provide their real identity information. Online audio-visual information service providers are the principals responsible for information content security management, and should, among other things, establish and improve their internal policies in relation to user registration, scrutiny of information publication, and information safety management. Organizations and individuals are prohibited from using online audio-visual information services and related information technology to carry out illegal activities and infringe legal rights and interests of others. Online audio-visual information service providers shall strengthen the management of the audio-visual information posted by users, deploy and apply identification technologies for illegal and non-real audio and video; if any user is found to produce, post or disseminate content prohibited by laws or regulations, the transmission of such information shall be ceased, and disposal measures such as deletion shall be taken to prevent the information from spreading, and such service providers shall save relevant records, and report to the CAC, the Ministry of Culture and Tourism, and the National Radio and Television Administration. Under the Regulations on the Administration of Production of Radio and Television Programs, which were promulgated by the State Administration of Radio, Film and Television on July 19, 2004 and most recently amended on June 3, 2025, any entities that engage in the production of radio and television programs are required to apply for a license from the State Administration of Radio, Film and Television or its local level counterparts. Entities with the Radio and Television Program Production and Operation License must conduct their operations strictly within the approved scope of production and operation. Except for radio and television broadcasting institutions, the above-mentioned permit holders shall not produce radio and television programs concerning current political news or special topics, columns and other programs of the same kind. On January 9, 2019, the China Net-casting Services Association issued the Regulations on Administration of Network Short Video Platforms, pursuant to which, a network platform is required to obtain the Audio-Visual Permit and relevant qualifications to provide short video services, and to strictly operate within the scope of such permit. The network short video platform is required to establish a chief-editor content management and responsibility system, and all content of a short video, including but not limited to its title, description, bullet-chats and comments shall be reviewed in advance before the content is broadcasted. Furthermore, the number of content reviewers a platform is required to host should, in principle, be more than one-thousandth of the number of short videos newly broadcasted on the platform per day. The content reviewers are expected to have high political awareness and professionality. The China Net-casting Services Association issued the Censoring Criteria for Network Short Video Content on January 9, 2019 and amended it on December 15, 2021, which set forth certain details of content prohibited to be broadcasted, such as violence, pornography, gambling, terrorism, and other illegal or immoral content. Regulations on Artificial Intelligence On May 8, 2015, the State Council issued a notice promulgating the Made in China 2025 Plan, which came into effect on the same day. The Made in China 2025 Plan emphasizes the acceleration of the promotion of the integrated development of new generation information technology and manufacturing technology, and regards intelligent manufacturing as the main direction of the comprehensive integration of informatization and industrialization. Meanwhile, it is underlined that efforts should be made to develop intelligent equipment and intelligent products, promote intelligent production processes, cultivate new production methods, and comprehensively enhance the intelligent level of research and development, production, management and service of enterprises. On July 8, 2017, the State Council issued the Development Plan of a New Generation of Artificial Intelligence. The plan outlines three strategic steps in developing a new generation of artificial intelligence technology, and set goals to have China’s artificial intelligence technology reach a leading level in the world and become one of the major artificial intelligence innovation centers globally. On August 1, 2019, the Ministry of Science and Technology issued Guidelines for the Construction of the National New Generation of AI Open Innovation Platform, emphasizing that “open and sharing” should be the important philosophy in promoting artificial intelligence innovation and industry development in China, and encouraged to open innovation platforms for companies to conduct testing, thereby forming standard and modularized models, middleware and applications to provide services to the public in the form of open interfaces, model libraries, algorithm packages, etc. The Guidelines for the Construction of the New Generation of National Artificial Intelligence Innovation and Development Pilot Zone, which were promulgated by the Ministry of Science and Technology on August 29, 2019 and last amended on September 29, 2020 and came into effect on the same day, underlines the need to create an environment conducive to the innovation and development of artificial intelligence, to promote the construction of artificial intelligence infrastructure and strengthen the conditional support for the innovation and development of artificial intelligence. 73 Table of Contents On December 31, 2021, the CAC, the MIIT, the Ministry of Public Security and the SAMR jointly issued the Administrative Provisions on Internet Information Service Algorithm-Based Recommendation, which became effective on March 1, 2022. According to these provisions, algorithmic recommendation service providers must (i) fulfill the responsibilities for algorithm security, (ii) establish and strengthen management systems for algorithm mechanism examination, ethical review in technology, user registration, information release examination, protection of data security and personal information, anti-telecom and network fraud, security assessment and monitoring, and emergency response to security incidents, and (iii) formulate and publish rules governing algorithmic recommendation related service. In addition, algorithmic recommendation services provider should not use the services to (i) carry out any illegal activity which may endanger national security and social public interest, disturb economic order and social order, or infringe third parties’ legal interest, (ii) spread any information prohibited by laws or regulations, or (iii) take advantage of algorithms to impose unreasonable restrictions on other information service providers, or hinder or obstruct the normal operation of their legal services. Providers of algorithmic recommendation services that possess public opinion attributes or social mobilization capabilities must complete the filing with the CAC’s filing system within ten business days after launching their services. On November 25, 2022, the CAC, the MIIT, and the Ministry of Public Security jointly promulgated the Administrative Provisions on Deep Synthesis of Internet Information Services, which became effective on January 10, 2023. These provisions define deep synthesis technology as any technology that employs deep learning, virtual reality, or other generative or synthetic algorithms to create text, images, audio, video, virtual scenes, or other forms of network information. The provisions highlight that providers of deep synthesis services, who are the main entities responsible for information security, must not use these services to engage in activities that are forbidden by laws and regulations. Should the CAC and other relevant government authorities detect that a deep synthesis service poses a significant information security risk, they have the authority to demand that the service providers and technical supporters suspend information updates, user account registrations, or other related services in accordance with their responsibilities and applicable laws. The service providers and technical supporters are required to take corrective actions to eliminate potential hazards. Violations of these provisions will result in punishments as stipulated by relevant laws and regulations. If the actions of the deep synthesis service providers and/or technical supporters violate public security administration regulations, they will be subject to penalties under the relevant public security laws. In cases where the actions constitute a crime, the service providers and/or technical supporters will be held criminally liable. On March 7, 2025, the CAC and three other Chinese government authorities jointly promulgated the Measures for Identification of AI Generated Synthetic Contents, which will be effective on September 1, 2025. These measures outline that the identification of AI-generated synthetic contents comprises explicit and implicit identifications. Explicit identifications are those added to the synthetic contents or interactive interfaces, presented in forms such as text, sound, or graphics, and are clearly perceptible to users. Implicit identifications, on the other hand, are added to the file data of synthetic contents through technical means and are not easily detected by users. When the services provided by service providers involve intelligent dialogue, writing, voice synthesis, face generation, immersive scene creation, or other deep synthesis services that generate or significantly alter information content in a way that may cause public confusion or misidentification, explicit identifications must be incorporated into the synthetic contents. Service providers are also required to embed implicit identifications within the metadata of synthetic content documents, which should include details such as the attributes of the synthetic contents, the name or code of the service provider, content serial numbers, and other production-related information. Additionally, service providers are encouraged to utilize forms like digital watermarks to embed implicit identifications into the synthetic contents. The Interim Measures for the Management of Generative Artificial Intelligence Services, which were promulgated by the CAC together with other government authorities on July 10, 2023 and came into effect on August 15, 2023, specify the compliance requirements for generative artificial intelligence service providers. Individuals or organizations that provide generative artificial intelligence services, such as texts, images, audio, video, and other content shall bear the responsibility of network information content producers to fulfill obligations related to network information security and shall bear the responsibility of personal information processors to protect personal information. Generative artificial intelligence service provider with public opinion attributes or social mobilizing ability shall carry out security assessments in accordance with the regulations of the PRC and shall perform the procedures for algorithm filing, alteration and deregistration in accordance with the Administrative Provisions on Internet Information Service Algorithm-Based Recommendation. We have completed the necessary security assessment and algorithm filing in accordance with the Administrative Provisions on Internet Information Service Algorithm-Based Recommendation and other applicable laws and regulations. 74 Table of Contents Regulations Relating to Publication Restriction on Internet Publication According to the Opinions on Introducing Foreign Investments to the Cultural Sector, foreign investors are prohibited from engaging in businesses such as internet publication and offline publication. Pursuant to the Administrative Measures on Internet Information Services, any engagement in internet information services related to publication, prior to applying for an operation permit or going through the record-filing formalities, are subject to the examination and consent of the competent authorities as required by the laws, administrative regulations, and other applicable provisions. Pursuant to the Administrative Measures for Internet Publication Services, which were jointly promulgated by the State Administration of Press, Publication, Radio, Film and Television and the MIIT on February 4, 2016 and became effective on March 10, 2016, the entities providing internet publication services shall adopt a system of responsibility for examination of the content of publications, an editor responsibility system, a proofreader responsibility system, and other management systems to ensure the quality of its web publications. The State Administration of Press, Publication, Radio, Film and Television and its local branches are responsible for the prior approval, supervision, and administration of the internet publication services nationwide, and any internet publication service and internet publication item, or publication of internet publication item is required to obtain an internet publishing service license. Pursuant to the Administrative Measures for Internet Publication Services, Sino-foreign equity joint ventures, Sino-foreign cooperative ventures, and foreign-invested entities cannot engage in internet publication services. The Administrative Measures for Internet Publication Services stipulate precise conditions for entities (except book, audio-visual, electronic, newspaper, and periodical publishers) engaging in internet publication services to meet, including: (i) have definite website domains, intelligent terminal applications and other publishing platforms for engaging in online publishing business; (ii) have a definite scope of internet publication services; (iii) have technical equipment necessary for engaging in internet publication services, provided that servers and storage devices must be located within the PRC territory; (iv) have the name and the articles of association for the online publishing service provider, and the name is definite and different from any of those of other publishers; (v) have a legal representative and main responsible person in compliance with the requirements, which means that the legal representative must be a Chinese citizen with full civil capacity and permanently residing in the PRC territory, and that either the legal representative or the main responsible person should have vocational qualifications for technicians engaged in the profession of publishing at or above the intermediate level; (vi) in addition to the legal representative and the main responsible person, have at least eight full-time editorial and publishing employees having technical and vocational qualifications for the profession of publishing and other related professions as approved by the State Administration of Press, Publication, Radio, Film and Television that can meet the needs within the scope of online publishing services, of which there are at least three employees with professional qualifications at or above the intermediate level; (vii) have a content review system required for engaging in online publishing services; (viii) have a fixed work place; and (ix) other conditions as provided by laws, administrative regulations, and the State Administration of Press, Publication, Radio, Film and Television. The entities providing internet publication services implement a system of special management shares. If any entity arbitrarily engages in internet publication services or arbitrarily launches online games (including online games authorized by foreign copyright owners) without approval, it might be banned by the competent publication administrative department and the administrative department for industry and commerce with statutory authority and a fine up to ten times the illegal operating income may be imposed. In addition, based on the Administrative Measures for Internet Publication Services, an annual verification system shall apply to internet publishing service providers and shall be carried out once every year. The competent administrative departments for the State Administration of Press, Publication, Radio, Film and Television should carry out the annual verification of internet publishing service providers within their respective administrative regions and report relevant information to the State Administration of Press, Publication, Radio, Film and Television. Pursuant to the Administrative Regulations on Publishing (2020 Revised) promulgated by the State Council on November 29, 2020, organizations and individually owned businesses engaging in distribution of publications through information network such as the internet shall obtain a Publication Operation License pursuant to the provisions of these regulations. 75 Table of Contents Restriction on Offline Distribution On June 28, 2012, the General Administration of Press and Publications promulgated the Implementing Rules of the General Administration of Press and Publication for Supporting Private Capital’s Participation in Publishing Operation Activities, pursuant to which, the General Administration of Press and Publications, among other things, (i) continuously supports private capital to invest in the establishment of enterprises of publication issuance, wholesale, retailing, and chain operation to engage in the issuance and operation activities of publication products, such as books, newspaper, periodicals, video and audio products, and electronic publications; and (ii) continuously supports private capital to invest in the establishment of internet digital publishing enterprises, including online game publishing, mobile publishing, e-book publishing, and content software development to engage in publishing and operation activities. The Administrative Provisions on the Publication Market were jointly issued by the State Administration of Press, Publication, Radio, Film and Television and Ministry of Commerce on May 31, 2016 and became effective on June 1, 2016. The provisions regulate the activities of publication distribution, including publication wholesale or retail activities, which shall be carried with the Publication Operation License. Without licensing, such entity or individual may be ordered to cease illegal acts by the competent administrative department of publication, be given a warning, and be concurrently subject to a fine. Regulations Relating to Private Education The PRC Education Law The PRC Education Law, which was promulgated by the PRC National People’s Congress on March 18, 1995, and last amended on April 29, 2021 and became effective on April 30, 2021, sets forth provisions relating to the fundamental education systems of the PRC, including a school education system comprising pre-school education, elementary education, secondary education, and higher education, a system of nine-year compulsory education, a national education examination system, and a system of education certificates. The PRC Education Law stipulates that the state formulates plans for education development, establishes and operates schools and other educational institutions, and in principle, enterprises, institutions, social organizations and individuals are encouraged to operate schools and other educational institutions in accordance with PRC laws and regulations. Other than those sponsored wholly or partially by governmental funds or donated assets, schools or other educational institutions may be established for profit-making purposes. The Law for Promoting Private Education of the PRC and Its Implementation Rules The principal laws and regulations governing the private education industry in China are the Law for Promoting Private Education of the PRC, promulgated by the Standing Committee of the National People’s Congress on December 28, 2002, last amended and becoming effective on December 29, 2018, and the Implementation Rules for the Law for Promoting Private Education of the PRC, promulgated by the State Council on March 5, 2004, last amended on April 7 and becoming effective on September 1, 2021. Collectively, the Law for Promoting Private Education of the PRC and the Implementation Rules for the Law for Promoting Private Education of the PRC are referred to as the Private Education Law and Implementation Rules. Under the Private Education Law and Implementation Rules, “private schools” are schools established by non-governmental organizations or individuals using non-government funds. Private schools providing certifications, pre-school education, self-study aid and other academic education are subject to approval by the education authorities, while private schools engaging in vocational qualification training and vocational skill training are subject to approval by the authorities in charge of labor and social welfare. Private schools have the same status as public schools, though private schools are prohibited from providing military, police, political and other kinds of education that are of a special nature. In addition, online education activities using internet technology are encouraged by the regulatory authorities and shall comply with laws and regulations related to internet management. A private school engaging in online education activities using internet technology shall obtain the relevant operating permit. It shall also establish and implement internet security management systems and take technical security measures. Upon discovery of any information whose release or transmission is prohibited by applicable laws or regulations, the private school shall immediately cease the transmission of that information and take further remedial actions, such as deleting that information, to prevent it from spreading. Records pertaining to the situation shall be kept and reported to the appropriate authorities. On December 29, 2016, the State Council issued the Several Opinions of the State Council on Encouraging the Operation of Education by Social Forces and Promoting the Healthy Development of Private Education, which call for the ease of access to the operation of private schools and encourage social forces to enter into the education industry. The opinions also provide that each level of the government shall increase their support to the private schools in terms of financial investment, financial support, autonomy policies, preferential tax treatments, land policies, fee policies, autonomy operation, protection of the rights of teachers and students etc. Further, the opinions require each level of the government to improve local policies on government support to for-profit and non-profit private schools by such means as preferential tax treatments. 76 Table of Contents Regulations on Online Education On September 19, 2019, the Ministry of Education, jointly with multiple PRC government authorities, issued the Guidance Opinions on Promoting the Healthy Development of Online Education, which provide, among others, that (i) social forces are encouraged to establish online education institutions, develop online education resources, and provide high quality educational services; and (ii) an online education negative list shall be promulgated, and industries not included in the negative list are open for all types of entities to enter. Moreover, the Ministry of Education, jointly with multiple PRC government authorities, promulgated the Opinions on Guiding and Regulating the Orderly and Healthy Development of Educational Mobile Apps on August 10, 2019, which require, among others, that mobile apps providing services for school teaching and management, student learning and student life, or home-school interactions, with school faculty, students, or parents as the main users, and with education or learning as the main application scenarios, be filed with competent provincial regulatory authorities for education. Regulations on Vocational Education The PRC Vocational Education Law, promulgated by the Standing Committee of the National People’s Congress on May 15, 1996 and amended on April 20, 2022, and becoming effective on May 1, 2022, applies to vocational schools of all types and levels and vocational training of to all forms. According to this law, institutional organizations, social organizations, and other social groups and individuals are encouraged to operate vocational schools and vocational training institutions according to applicable provisions. The law divides vocational school education into elementary, secondary, and higher vocational education. Vocational school education includes secondary vocational school education and tertiary vocational school education. The secondary vocational school education must be conducted by secondary vocational schools (including technical training schools) at the advanced level of secondary education. The tertiary vocational school education must be conducted by tertiary vocational schools and regular higher education institutions at or above the levels of junior college education and regular course education. Other schools, education institutions, or eligible enterprises and industry organizations may provide corresponding levels of vocational school education or courses for credit included in talent training plans in accordance with the overall planning of education administrative departments. Vocational training includes pre-employment training, on-the-job training, re-employment training, and other vocational training, which may be provided by grade and class according to actual conditions. Vocational training may be carried out by the corresponding vocational training institutions or vocational schools. Other schools or educational institutions as well as enterprises and social organizations may provide various forms of vocational training to the society in accordance with the law according to their capability to provide education and social needs. The government authorities issued various rules and regulations regarding the reform and promotion of vocational education. For example, the Opinions of the State Council on the Implementation of Lifetime Vocational Skills Training System issued on May 3, 2018 proposes, among others, to improve the policy of lifelong vocational skills training for all workers in urban and rural areas from the beginning of labor preparation to the realization of employment and entrepreneurship and throughout the whole process of learning and career. The Notice of the State Council on Promulgation of the Implementation Plan for National Vocational Education Reform issued on January 24, 2019 provides, among others, that vocational education is as important as general education, and shall be put in a more prominent position in the reform and innovation of education and economic and social development of China. All sectors of the society, especially enterprises, are encouraged and supported to actively support vocational education and focus on cultivating high-quality workers and technical and skilled personnel. The Notice on the Implementation of Vocational skills-Upgrading Action “Internet + Vocational Skills Training Plan” issued on February 17, 2020 proposes, among others, to vigorously carry out online vocational skills training by innovating training methods, making full use of channels such as websites and mobile applications, and expanding the coverage of online vocational skills training, as well as to enrich the resources of online training courses by actively procuring technical colleges, enterprises and social training institutions to develop online training courses, grant access to online training resources, and cooperate with online training platforms to carry out online training. The Opinions on Promoting the High-quality Development of Modern Vocational Education issued on October 12, 2021, targets, among others, fundamental establishment of modern vocational education system, and significant improvement in the appeal and training quality of vocational education by 2025. Regulations Relating to Internet Advertisement The PRC Advertisement Law, which was promulgated by the Standing Committee of the National People’s Congress on October 27, 1994 and last amended on April 29, 2021, requires advertisers to ensure that the contents of the advertisements are true. The content of advertisements cannot contain prohibited information, including but not limited to: (i) information that harms the dignity or interests of the nation or divulges state secret, (ii) information that contains wordings such as “national level,” “highest level,” and “best,” and (iii) information that contains ethnic, racial, religious, or sexual discrimination. Advertisements posted or published through the internet cannot affect normal usage of network by users. Advertisements published in the form of pop-up window on the internet must display the close button clearly to make sure that the viewers can close the advertisement by one-click. 77 Table of Contents On February 25, 2023, the SAMR promulgated the Measures for the Administration of Internet Advertising, which took effect on May 1, 2023. The Measures for the Administration of Internet Advertising Administration regulate any advertisement published on the internet, including but not limited to, those on websites, webpage, and Apps, in the forms of text, picture, audio and video. The measures strengthen the management of pop-up advertisements, link advertisements, and advertorials, among others. The measures stipulate that the promotion of commodities or services in the form of paid listing on the internet must be conspicuously identified as an advertisement. Moreover, they require advertisers, operators, and publishers of internet advertisements containing links to examine the content directed by the next-level link. In addition, internet platform operators are obliged to cooperate with advertising monitoring, assist in supervision, and provide statistical data. On August 22, 2024, the SAMR published the Regulatory Enforcement Guidelines on the Identifiability of Internet Advertisements. The guidelines require commercial advertisements released through internet media be identifiable by consumers as advertisements and distinguished by consumers from other non-advertising information without misunderstanding. Internet advertisement publishers may enhance the identifiability of internet advertisements through text annotation or voice prompts, both of which should clearly indicate the advertisement as “advertisement” and should be responsible for internet advertisements without if such internet advertisements is not identifiable as advertisements. Regulations Relating to Information Security Internet content in the PRC is also regulated and restricted from a state security point of view. The Decision Regarding the Safeguarding of Internet Security, enacted by the Standing Committee of the National People’s Congress on December 28, 2000 and amended with immediate effect on August 27, 2009, makes it unlawful to: (i) gain improper entry into a computer or system of strategic importance; (ii) disseminate politically disruptive information; (iii) leak state secrets; (iv) spread false commercial information; or (v) infringe intellectual property rights. The Administrative Measures for the Security Protection of International Connections to Computer Information Network, issued by the Ministry of Public Security on December 16, 1997 and amended on January 8, 2011, prohibit the use of the internet in ways that, among other things, result in a leakage of state secrets or the distribution of socially destabilizing content. Socially destabilizing content includes any content that incites defiance or violations of PRC laws or regulations or subversion of the PRC government or its political system, spreads socially disruptive rumors or involves cult activities, superstition, obscenities, pornography, gambling or violence. State secrets are defined broadly to include information concerning PRC’s national defense affairs, state affairs and other matters as determined by the PRC authorities. In addition, the State Secrecy Bureau is authorized for the blocking of access to any website it deems to be leaking state secrets or failing to comply with the legislation regarding the protection of state secrets. On July 1, 2015, the Standing Committee of the National People’s Congress issued the National Security Law, which came into effect on the same day. The National Security Law provides that the state shall safeguard the sovereignty, security and cybersecurity development interests of the state, and that the state shall establish a national security review and supervision system to review, among other things, foreign investment, key technologies, internet, and information technology products and services, and other important activities that are likely to impact the national security of the PRC. 78 Table of Contents On November 7, 2016, the Standing Committee of the National People’s Congress issued the PRC Cybersecurity Law, which came into effect on June 1, 2017. This is the first Chinese law that focuses exclusively on cybersecurity. The PRC Cybersecurity Law provides that network operators must set up internal security management systems that meet the requirements of a classified protection system for cybersecurity, including appointing dedicated cybersecurity personnel, taking technical measures to prevent computer viruses, network attacks and intrusions, taking technical measures to monitor and record network operation status and cybersecurity incidents, and taking data security measures such as data classification, backups and encryption. The PRC Cybersecurity Law also imposes a relatively vague but broad obligation to provide technical support and assistance to the public and state security authorities in connection with criminal investigations or for reasons of national security. The PRC Cybersecurity Law also requires network operators that provide network access or domain name registration services, landline or mobile phone network access, or that provide users with information publication or instant messaging services, to require users to provide a real identity when they sign up. The PRC Cybersecurity Law sets high requirements for the operational security of facilities deemed to be part of the PRC’s “critical information infrastructure.” These requirements include data localization, i.e., storing personal information and important business data in China, and national security review requirements for any network products or services that may impact national security. Among other factors, “critical information infrastructure” is defined as critical information infrastructure, that will, in the event of destruction, loss of function or data leak, result in serious damage to national security, the national economy and people’s livelihoods, or the public interest. Specific reference is made to key sectors such as public communication and information services, energy, transportation, water-resources, finance, public services, and e-government. The Cybersecurity Law of the People’s Republic of China was amended on October 28, 2025, and the revisions emphasize supporting the research, development, and application of artificial intelligence technologies to enhance cybersecurity measures. In addition, the amendments require network operators processing personal information to comply with the Civil Code and the Personal Information Protection Law. The revisions also introduce substantially higher maximum fines for violations that result in significant adverse consequences. The Provisions on Technological Measures for Internet Security Protection, promulgated by the Ministry of Public Security on December 13, 2005, becoming effective on March 1, 2006, require internet service providers to keep records of certain information about their users (including user registration information, log-in and log-out times, IP addresses, content and time of posts by users) for at least 60 days. Under the PRC Cybersecurity Law, network operators must report any instances of public dissemination of prohibited content. If a network operator fails to comply with these requirements, the PRC government may revoke its ICP License and shut down its websites. On March 13, 2019, the Office of the Central Cyberspace Affairs Commission and the SAMR jointly issued the Notice on App Security Certification and the Implementation Rules on Security Certification of Mobile Internet Application, which encourages mobile application operators to voluntarily obtain app security certification, and search engines and app stores are encouraged to recommend certified applications to users. On July 22, 2020, the Ministry of Public Security published the Guiding Opinions on the Implementation of Cybersecurity Hierarchical Protection System and Critical Information Infrastructure Security Protection System, which require, among others, a scientific determination of the cybersecurity protection level based on the importance of network (including network facilities, information system, and data resources) in national security, economic construction, and social life, as well as various factors such as the degree of harm after its destruction, to implement hierarchical protection and supervision, with emphasis on ensuring the security of critical information infrastructure and networks at or above the third level. On June 10, 2021, the Standing Committee of the National People’s Congress issued the PRC Data Security Law, which became effective on September 1, 2021. The PRC Data Security Law provides a national data security review system, under which, data processing activities that affect or may affect national security shall be reviewed. In addition, it clarifies the data security protection obligations of organizations and individuals carrying out data activities and implementing data security protection responsibility, data processors shall establish and improve the whole-process data security management rules, organize and implement data security trainings as well as take appropriate technical measures and other necessary measures to protect data security. Any organizational or individual data processing activities that violate the PRC Data Security Law shall bear the corresponding civil, administrative or criminal liabilities depending on specific circumstances. 79 Table of Contents The Opinions on Lawfully and Strictly Cracking Down Illegal Securities Activities, promulgated by the General Office of the CPC Central Committee and the General Office of the State Council on July 6, 2021, call for the enhanced administration and supervision of overseas-listed China-based companies, proposed to revise the regulation governing the overseas issuance and listing of shares by such companies and clarified the responsibilities of competent domestic industry regulators and government authorities. The opinions also called for the improvement of the laws and regulations on data security, cross-border data flow and confidential information management, and proposed to revise the provisions on strengthening confidentiality and archive administration of overseas issuance and listing of securities, to consolidate responsibility for information security of overseas listed companies, and to strengthen the standardized management of the cross-border information provision mechanism and process. On July 30, 2021, the State Council promulgated the Regulations for the Security Protection of Critical Information Infrastructure, which became effective on September 1, 2021, defining “critical information infrastructures” as important network facilities and information systems in important industries including public communications and information services, as well as those that may seriously endanger national security, national economy, people’s livelihood, or public interests in the event of damage, loss of function, or data leakage. On December 28, 2021, the CAC, the NDRC, the MIIT, and several other PRC governmental authorities jointly promulgated the Cybersecurity Review Measures, which took effect on February 15, 2022. According to the Cybersecurity Review Measures, critical information infrastructure operators that intend to purchase internet products and services and internet platform operators engaging in data processing activities that affect or may affect national security must be subject to the cybersecurity review, and an internet platform operator possessing personal information of over one million users and intending to be listed on a foreign stock exchange must be subject to the cybersecurity review. On July 7, 2022, the CAC promulgated the Measures for the Security Assessment of Cross-Border Data Transmission, which took effect on September 1, 2022. In accordance with these measures, data processors will be subject to security assessment conducted by the CAC prior to any cross-border data transmission if it involves (i) important data, (ii) personal information transmitted overseas by a critical information infrastructure operator or a data processor that has processed personal data of more than one million persons, (iii) personal information transmitted overseas by a data processor who has already provided personal data of 100,000 persons or sensitive personal data of 10,000 persons overseas since January 1 of last year, or (iv) other circumstances as requested by the CAC. In addition, data processors are required to conduct self-assessment on the risks of cross-border data transmission prior to their applying for the security assessment and focus on assessment of the following significant matters, including, among others: (i) the legality and necessity of the purpose, scope, and method of cross-border data transmission, (ii) the scale, scope, type, and sensitivity of data transmitted overseas, and risks to the national security, public interests, or legitimate rights of individuals or organizations caused by such cross-border data transmission, (iii) the responsibilities and obligations that the overseas recipient of such data promises to undertake, and whether such overseas recipient’s management and technical measures and capabilities for performing its responsibilities and obligations can guarantee the security of cross-border data transmission, (iv) the risks that the data transmitted overseas may be falsified, destroyed, divulged, lost, transferred, illegally obtained, or illegally used during and after the cross-border transmission, and (v) whether contracts or other legally binding documents entered into with the overseas recipient have fully stipulated the responsibilities and obligations to protect data security. Furthermore, any cross-border data transmission activities conducted in violation of the Measures for the Security Assessment of Cross-Border Data Transmission before the effectiveness of the measures, which is September 1, 2022, are required to be rectified within six months of the effectiveness date. On February 22, 2023, the CAC promulgated the Provisions on the Standard Contract for Personal Information Outbound Transfer, which became effective on June 1, 2023. The provisions state that the personal information processor who provides personal information abroad through execution of standard contract shall meet certain criteria, conduct an assessment on personal information protection impact before providing any personal information abroad, and complete the filing with local cybersecurity authority within ten working days from the effective date of the standard contract. The provisions attach a sample standard contract for personal information outbound transfer. 80 Table of Contents On September 24, 2024, the State Council published the Network Data Security Management Regulations (the “Data Security Regulations”), which became effective on January 1, 2025. The Data Security Regulations provide that data processors conducting the data processing activities that affect or may affect national security shall apply for cybersecurity review in accordance with the relevant laws and regulations. The Data Security Regulations subject network data processors to certain statutory obligations, including but not limited to: (i) network data processors shall, in accordance with the provisions of laws and administrative regulations and the mandatory requirements of national standards, and on the basis of classified protection of cyber security, strengthen the protection of network data security, establish and perfect the system of network data security management, and take technical measures such as encryption, backup, access control and security authentication as well as other necessary measures to protect network data from being falsified, destroyed, divulged or illegally acquired or used, dispose of network data security incidents, prevent illegal and criminal activities aiming at and using network data, and assume primary responsibility for the security of the network data processed by them; and (ii) data processors processing personal information of more than 10 million users shall specify the person in charge of network data security and the management body for network data security. On December 6, 2025, the CAC released the Measures for Network Data Security Risk Assessment (Draft for Comments) for public opinions until January 5, 2026. The draft introduces a tiered assessment framework: data processors handling important data are required to conduct a risk assessment at least annually, with additional ad hoc assessments triggered by material changes affecting data security, while processors of general data are encouraged to conduct assessments at least once every three years. On March 22, 2024, the CAC promulgated the Provisions on Facilitating and Regulating Cross-border Data Flow, effective on the same date. The provisions require data processors to identify and declare important data in accordance with the regulations, and provide that, unless the competent departments or areas so notify or publicly release certain data as important data, the data processors do not need to apply for security assessment for outbound important data transfer for such data. The provisions set forth various circumstances exempted from application for security assessment for outbound data transfer, execution of a standard contract for personal information outbound transfer and passing of the certification for personal information protection. To the extent in compliance with the national data classification and hierarchical protection system framework, the provisions allow the pilot free trade zones to promulgate their own negative list of data requiring application for security assessment for outbound data transfer, execution of a standard contract for personal information outbound transfer or passing of the certification for personal information. The provisions further provide for, subject to exemptions set forth therein and negative lists of pilot free trade zones, circumstances requiring application for security assessment for outbound data transfer, execution of a standard contract for personal information outbound transfer or passing of the certification for personal information protection. A data processor intending to implement outbound data transfer under the following circumstances should apply for security assessment to the CAC: (i) a critical information infrastructure operator intending to provide personal information or important data abroad; or (ii) a data processor that is not a critical information infrastructure operator intending to provide important data abroad, or has since January 1st of the current year cumulatively provided personal information (excluding sensitive personal information) of over one million individuals, or sensitive personal information of over 10,000 individuals, abroad. For any data processors other than the critical information infrastructure operators who have since January 1st of the current year cumulatively provided personal information (excluding sensitive personal information) of over 100,000 and less than one million individuals, or sensitive personal information of less than 10,000 individuals abroad, should execute a standard contract for outbound transfer of personal information with the recipient abroad or pass the certification for personal information protection. The approval for security assessment for outbound data transfer is valid for three years and may be applied for extension if the data processors need to carry on its outbound data transfer activities and there occurs no circumstance requiring re-application for security assessment for outbound data transfer. To the extent that any provision set forth in the Measures for the Security Assessment of Cross-Border Data Transmission and Provisions on the Standard Contract for Personal Information Outbound Transfer is inconsistent with the provisions set forth in the provisions, the provisions prevail. According to the official answers to press questions relating to the Provisions on Facilitating and Regulating Cross-border Data Flow, (i) for outbound data transfer activities with approved security assessment prior to the implementation of the provisions, the data processor may carry on such activities in accordance with its security assessment application, (ii) for outbound data transfer activities that failed or partially failed the security assessment prior to the implementation of the provisions yet are exempted from security assessment in accordance with the provisions, the data processor may conduct such activities by executing a standard contract for outbound transfer of personal information or passing the certification for personal information protection, and (iii) for outbound data transfer activities that applied for security assessment or submitted filing for standard contract for outbound transfer of personal information prior to the implementation of the provisions, yet are exempted from such procedures in accordance with the provisions, the data processor may proceed with its previous assessment or filing or withdraw its assessment or filing. 81 Table of Contents On October 14, 2025, the CAC, together with the SAMR, issued the Measures for Certification of Cross-Border Transfer of Personal Information, which took effect on January 1, 2026, providing further guidance and regulatory requirements on the certification mechanism for protecting personal information in cross-border transfers, establishing a third-party certification mechanism for qualifying entities to lawfully transfer personal information overseas and offering detailed implementation rules and regulatory clarity on this certification route under the Personal Information Protection Law. On September 24, 2024, the State Council published the Data Security Regulations, which became effective on January 1, 2025. The Data Security Regulations provide that data processors conducting the data processing activities that affect or may affect national security shall apply for cybersecurity review in accordance with the relevant laws and regulations. The Data Security Regulations subject network data processors to certain statutory obligations, including but not limited to: (i) network data processors shall, in accordance with the provisions of laws and administrative regulations and the mandatory requirements of national standards, and on the basis of classified protection of cyber security, strengthen the protection of network data security, establish and perfect the system of network data security management, and take technical measures such as encryption, backup, access control and security authentication as well as other necessary measures to protect network data from being falsified, destroyed, divulged or illegally acquired or used, dispose of network data security incidents, prevent illegal and criminal activities aiming at and using network data, and assume primary responsibility for the security of the network data processed by them; and (ii) data processors processing personal information of more than 10 million users shall specify the person in charge of network data security and the management body for network data security. Regulations Relating to Internet Privacy PRC government authorities enacted laws and regulations on internet use to protect personal information from any unauthorized disclosure. PRC law does not prohibit internet content provision operators from collecting and analyzing personal information from their users. However, the Administrative Measures on Internet Information Services prohibits an internet content provision operator from insulting or slandering a third party or infringing the lawful rights and interests of a third party. The Several Provisions on Regulating the Market Order of Internet Information Services, which were promulgated by the MIIT on December 29, 2011 and became effective on March 15, 2012, stipulate that internet content provision operators must not collect user personal information without user consent. User personal information is defined as user information that can be used alone or in combination with other information to identify the user, and may not provide any such information to third parties without prior user consent. Internet content provision operators may only collect user personal information necessary to provide their services and must expressly inform the users of the method, content and purpose of the collection and processing of such user personal information. In addition, an internet content provision operator may only use such user personal information for the stated purposes under the internet content provision operator’s scope of service. Internet content provision operators are also required to ensure the proper security of user personal information and take immediate remedial measures if user personal information is suspected to have been disclosed. If the consequences of any such disclosure are expected to be serious, ICP operators must immediately report the incident to the telecommunications regulatory authority and cooperate with the authorities in their investigations. On December 28, 2012, the Standing Committee of the National People’s Congress promulgated the Decision of the Standing Committee of the National People’s Congress on Strengthening Online Information Protection with immediate effect. The decision provides that, among others, internet service providers shall abide by the principles of legality, legitimacy and necessity, clearly state the purpose, method and scope of the collection and use of information, obtain the consent of the person whose information is being collected when collecting and using a citizen’s personal information during business activities, and shall not violate the provisions of laws and regulations or the agreement between the parties when collecting and using information. On July 16, 2013, the MIIT issued the Order for the Protection of Telecommunication and Internet User Personal Information, which came into effect on September 1, 2013. The majority of the requirements under the order relevant to internet content provision operators are consistent with pre-existing requirements, but they are often more stringent and expansive in scope. If an internet content provision operator wishes to collect or use personal information, it may do so only if such collection is necessary for the services it provides. Furthermore, it must disclose to its users the purpose, method and scope of any such collection or use, and must obtain consent from its users whose information is being collected or used. Internet content provision operators are also required to establish and publish their rules relating to personal information collection or use, keep any collected information strictly confidential, and take technological and other measures to maintain the security of such information. Internet content provision operators are required to cease any collection or use of the user personal information, and de-register the relevant user account, when a given user stops using the relevant internet service. Internet content provision operators are further prohibited from divulging, distorting or destroying any such personal information, or selling or providing such information unlawfully to other parties. 82 Table of Contents The PRC Cybersecurity Law imposes specific data protection obligations on network operators, including not disclosing, tampering with, or damaging users’ personal information that they have collected, as well as the obligation to delete unlawfully collected information and to correct any inaccuracies. Moreover, internet operators are prohibited from providing users’ personal information to others without users’ consent. Information irreversibly processed to preclude identification of specific individuals is exempt from these rules. Also, the law introduces breach notification requirements that will be applicable to breaches involving personal information. On February 4, 2015, the CAC promulgated the Provisions on the Administration of Account Names of Internet Users, which became effective on March 1, 2015. These provisions set forth the authentication requirements for the real identity of internet users by requiring users to provide their real names during the registration process. In addition, these provisions specify that internet information service providers are required by these provisions to accept public supervision, and promptly remove illegal and malicious information in account names, profile photos, introductions and other registration-related information reported by the public in a timely manner. On January 23, 2019, the Office of the Central Cyberspace Affairs Commission, the MIIT, the Ministry of Public Security, and the SAMR jointly issued the Notice on Special Governance of Illegal Collection and Use of Personal Information via Apps, which restates the requirements of legal collection and use of personal information, encourages app operators to conduct security certifications, and encourages search engines and APP stores to clearly mark and recommend those certified Apps. On August 22, 2019, the CAC issued the Regulations on Cyber Protection of Children’s Personal Information effective on October 1, 2019. Pursuant to these regulations, network operators are required to establish special policies and user agreements to protect children’s personal information, and to appoint special personnel in charge of protecting children’s personal information. Network operators who collect, use, transfer or disclose personal information of children are required to, in a prominent and clear way, notify and obtain consent from children’s guardians. On November 28, 2019, the CAC, MIIT, the Ministry of Public Security and the SAMR jointly issued the Measures to Identify Illegal Collection and Usage of Personal Information by Apps, which list six types of illegal collection and usage of personal information, including “not publishing rules on the collection and usage of personal information” and “not providing privacy rules.” Pursuant to the Ninth Amendment to the PRC Criminal Law, issued by the Standing Committee of the National People’s Congress on August 29, 2015, becoming effective on November 1, 2015, any internet service provider that fails to fulfill its obligations related to internet information security administration as required under applicable laws and refuses to rectify upon orders shall be subject to criminal penalty. In addition, Interpretations of the Supreme People’s Court and the Supreme People’s Procuratorate on Several Issues Concerning the Application of Law in the Handling of Criminal Cases Involving Infringement of Personal Information, issued on May 8, 2017, becoming effective on June 1, 2017, clarify certain standards for the conviction and sentencing of the criminals in relation to personal information infringement. In addition, on May 28, 2020, the National People’s Congress adopted the PRC Civil Code, which came into effect on January 1, 2021. Pursuant to the PRC Civil Code, personal information of a natural person shall be protected by the law. Any organization or individual shall legally obtain personal information of others when necessary and ensure the safety of such information and shall not illegally collect, use, process or transmit personal information of others, or illegally purchase or sell, provide or make public personal information of others. The MIIT issued the Notice on the Further Special Rectification of App Infringing upon Users’ Personal Rights and Interests on July 22, 2020, which requires that certain conducts of app service providers should be inspected, including, among others, (i) collecting or using personal information without the user’s consent, collecting or using personal information beyond the necessary scope of providing services, and forcing users to receive advertisements; (ii) requesting user’s permission in a compulsory and frequent manner, or frequently launching third- parties apps; and (iii) deceiving and misleading users into downloading apps or providing personal information. It also sets forth that the period for the regulatory specific inspection on apps and that the MIIT will order the non-compliant entities to modify their business within five business days, or otherwise the MIIT will make public announcement, remove the apps from the app stores or impose other administrative penalties. On June 1, 2021, the Law of the PRC on the Protection of Minors (2020 Revision), promulgated by the Standing Committee of the National People’s Congress, became into effect, specifying stringent requirements for the protection of minors’ information. 83 Table of Contents On August 20, 2021, the Standing Committee of the National People’s Congress promulgated the PRC Personal Information Protection Law, which became effective on November 1, 2021. The PRC Personal Information Protection Law sets out specific regulations for handling sensitive personal information which includes personal information that, if leaked or illegally used, may easily harm the dignity of individuals or grave harm to personal or property security, encompassing information related to biometric characteristics, financial accounts, individual location tracking, and the personal information of minors under the age of 14. Personal information handlers shall bear responsibility for their personal information handling activities and adopt the necessary measures to safeguard the security of the personal information they handle. Otherwise, the personal information handlers will be ordered to correct or suspend or terminate the provision of services, confiscation of illegal income, fines or other penalties. On September 17, 2021, the CAC, together with eight other government authorities, jointly issued the Guidelines on Strengthening the Comprehensive Regulation of Algorithms for Internet Information Services. The guidelines provide that daily monitoring of data use, application scenarios, and effects of algorithms must be carried out by the applicable regulators, and the regulators should conduct security assessments of algorithms. The guidelines also provide that an algorithm filing system should be established, and classified security management of algorithms should be promoted. On December 31, 2021, the CAC, the MIIT, the Ministry of Public Security, and the SAMR jointly promulgated the Administrative Provisions on Internet Information Service Algorithm Recommendation, which took effect on March 1, 2022. The Administrative Provisions on Internet Information Service Algorithm Recommendation, among others, implements classification and hierarchical management for algorithm recommendation service providers based on various criteria, requires algorithm recommendation service providers to inform users of their provision of algorithm recommendation services in a conspicuous manner, and publicize the basic principles, purpose intentions, and main operating mechanisms of algorithm recommendation services in an appropriate manner, and requires such service providers to provide users with options that are not specific to their personal profiles, or convenient options to cancel algorithmic recommendation services. On June 27, 2022, the CAC promulgated the Provisions on the Administration of Account Names Information of Internet Users effective on August 1, 2022. Pursuant to these provisions, internet user account service platforms shall, among others, establish, improve, and strictly implement account name information management system, information content security system, and personal information protection system, along with an account name information dynamic check patrol system for the verification of identity information. On February 12, 2025, the CAC published the Administrative Measures for Personal Information Protection Compliance Audit, which came into force on May 1, 2025. Under these measures, personal information processors handling the personal data of more than 10 million individuals are required to conduct a compliance audit at least once every two years. Those processing the personal information of over 1 million individuals must appoint a dedicated officer responsible for overseeing compliance audits of personal information protection. Additionally, personal information processors operating important internet platforms with a large user base and complex business models must establish an independent institution, primarily composed of external personnel, to oversee compliance audits related to personal information protection. Upon completion of the compliance audit, personal information processors must submit the resulting compliance audit report to the relevant protection authorities. Violations of these measures will be penalized in accordance with the PRC Personal Information Protection Law, the Regulations on Network Data Security, and other applicable laws and regulations. If a violation constitutes a crime, the processor shall be held criminally liable. On November 22, 2025, the CAC and the Ministry of Public Security jointly issued the Protection of Personal Information by Large-Scale Online Platforms (Draft for Comments). According to this draft, the national cyberspace administration, in collaboration with the Ministry of Public Security and other relevant authorities, is tasked with formulating and dynamically updating a catalogue of large-scale online platforms. The determination of such platforms will primarily consider the following factors: (i) having 50 million or more registered users or more than 10 million monthly active users; (ii) providing essential network services or operating across multiple business sectors; (iii) processing data that, if leaked, tampered with, or damaged, could significantly affect national security, economic stability, or public livelihood; and (iv) other circumstances specified by the national cyberspace administration and the Ministry of Public Security. Large-scale online platforms falling under this category must appoint a management personnel responsible for personal information protection, who must be a Chinese national without permanent residency status abroad and with no less than five years of relevant experience. Such platforms are also required to conduct personal information protection compliance audits and risk assessments, either internally or through third-party professional institutions, and must promptly address any issues identified. 84 Table of Contents Regulations Relating to Online Live Streaming Services On November 4, 2016, the CAC issued the Administrative Regulations on Online Live Streaming Service, effective on December 1, 2016, pursuant to which, all online livestreaming service providers must take various measures during operation of live streaming services, including but not limited to: (i) establishment of platforms for reviewing live streaming content, conducting classification, and grading management according to the online live streaming content categories, user scale, and others, and adding tags to graphics, video, audio, or broadcast tag information for platforms; (ii) conducting verification on online live streaming users with valid identification information (e.g., authentic mobile phone numbers) and validating the registration of online live streaming publishers based on their identification documents (such as identity documents, business licenses, and organization code certificates); (iii) examining and verifying the authenticity of the identification information of online live streaming service publishers, classifying and filing such identification information records with the internet information offices at the provincial level where they are located and providing such information to applicable law enforcement departments upon legal request; (iv) entering into a service agreement with the users of online live streaming services of which the essential clauses should be under guidance of internet information offices at the provincial level, to clarify the rights and obligations of the parties and require them to comply with the laws, regulations, and platform conventions; and (v) establishment of a credit-rating system and a blacklist system, to provide management and services according to such credit rating, prohibiting the re-registration of accounts by online live streaming service users on the blacklist, and promptly reporting such users to the internet information offices. According to the Administrative Regulations on Online Live Streaming Services, online live streaming service providers and online live streaming publishers that provide internet news information services without licenses, or exceed the scope of their licenses, shall be subject to punishment by the CAC and its provincial counterparts which may include an order to cease such services and a fine of RMB10,000 to RMB30,000. Other violations of the Administrative Regulations on Online Live Streaming Services are subject to punishment by the national and local internet information offices. Furthermore, any violations that constitute criminal offenses may result in criminal investigations or penalties being enforced. On September 2, 2016, the State Administration of Press, Publication, Radio, Film and Television issued the Circular of the State Administration of Press, Publication, Radio, Film and Television on Issues Concerning Strengthening the Administration of Online Live Streaming of Audio-Visual Programs. According to the circular, appropriate Audio-Visual Permit is a prerequisite for online audio-visual live streaming of general cultural events of social communities, sports events, important political, military, economic, social, and cultural events. Information about specific activities to be streamed shall be filled in advance to the provincial counterparts of the State Administration of Press, Publication, Radio, Film and Television. Online audio-visual live streaming service providers shall censor and tape such programs and retain them for at least 60 days for future check by the administrative departments; and they shall have an established emergency reaction plan in place to replace programs in violation of laws and regulations. Bullet-screen comments shall be forbidden in the live streaming of important political, military, economic, social, sports, and cultural events. Special censor shall be appointed for bullet-screen comments in the live streaming of general cultural events of social communities and sports events. Hosts, guests, and targets hired or invited by online audio-visual live streaming programs shall meet the following requirements: (i) patriotic and law-abiding; (ii) good public reputation and social image, no scandals and no misdeeds; (iii) dress, hairstyle, language, and actions are consistent with public order and good morals, and not drawing topics with vulgar contents or contents inappropriate to discuss in public. According to the Measures for the Administration of Cyber Performance Business Operations, which were promulgated by the Ministry of Culture on December 2, 2016 and became effective on January 1, 2017, a cyber-performance business entity engaging in cyber performance business operations shall, in accordance with the Interim Administrative Provisions on Internet Culture, submit an application to the cultural administrative department at the provincial level for an Internet Cultural Business License, and the license shall specify the scope of its cyber performance. A cyber-performance business entity shall indicate the number of its Internet Cultural Business License in a conspicuous position on its homepage. According to the 2024 Negative List, foreign investors are prohibited from investing in an entity holding an Internet Cultural Business License (except for music). Consequently, foreign investors are prohibited from investing in businesses that carry out and operate the short video and live streaming and online game via platform(s), as these businesses are deemed as businesses subject to foreign-investment prohibition by virtue of the platform’s need to obtain an Internet Cultural Business License (except for music). 85 Table of Contents According to the Notice on Strengthening the Management of Internet Live Streaming Service issued by Office of the National “Anti- pornography and Anti-illegal” Working Group, the MIIT, the Ministry of Public Security, the Ministry of Culture and Tourism, the National Radio and Television Administration, and the CAC on August 1, 2018, live streaming service providers shall perform website ICP filing procedures with the competent telecommunication department according to law, and live streaming service providers involved in operating telecommunication business and internet news information, network performance, live streaming of audio-visual programs and other businesses shall apply to the departments to obtain licenses for telecommunication business operation, internet news information services, network culture operation, and Audio-Visual Permit, etc., and within 30 days of the live streaming service going online, shall carry out public security registration procedures in accordance with regulations with the public security authorities. According to the Notice on Strengthening the Administration of the Online Show Live Streaming and E-commerce Live Streaming issued by the National Radio and Television Administration on November 12, 2020, with respect to platforms providing online show live streaming services or e-commerce live streaming services, the overall ratio of front-line content reviewers to online live streaming rooms shall be 1:50 or higher. A platform shall report the number of its live streaming rooms, streamers and content reviewers to the provincial branch of the National Radio and Television Administration on a quarterly basis. Online show live streaming platforms shall tag content and streamers by category. A streamer cannot change the category of the programs offered in his or her live streaming room without prior approval from the platform. Users that are minors or without real-name registration are forbidden from virtual gifting, and platforms shall limit the maximum amount of virtual gifting per time, per day, and per month. When the virtual gifting by a user reaches half of the daily/monthly limit, a consumption reminder from the platform and a confirmation from the user by text messages or other means are required before the next transaction. When the amount of virtual gifting by a user reaches the daily/monthly limit, the platform shall suspend the virtual gifting function for such user for that day or month. According to the Guiding Opinions on Strengthening the Standardized Management of Network Live Broadcasting issued by CAC, Office of the National “Anti-pornography and Anti-illegal” Working Group, the MIIT, the Ministry of Public Security, the Ministry of Culture and Tourism, the SAMR and National Radio and Television Administration on February 9, 2021, live streaming platforms that carry out business- oriented network performance activities must hold the Internet Cultural Business License and carry out an ICP filing; live streaming platforms that carry out internet audio-visual program services must hold the Audio-Visual Permit (or complete the registration in the national internet audio-visual platforms information registration and management system) and carry out an ICP filing; live streaming platforms that carry internet news information service must hold internet news information service license. Live streaming platforms shall file with local cyberspace administration office in a timely manner and shall cancel its filing immediately after it ceases to provide live streaming services. The Law of the PRC on the Protection of Minors (2020 Revision), which was promulgated on October 17, 2020 and became effective on June 1, 2021, provide that, among others, internet live streaming service providers shall not provide minors under age 16 with online live streaming publisher account registration service, and must obtain the consent from parents or guardians and verify the identity of the minors before allowing minors aged 16 or above to register live streaming publisher accounts. The Regulation on the Protection of Minors in Cyberspace, which were promulgated on October 16, 2023 and became effective on January 1, 2024, provide that, among others, network product and service providers should establish a sound mechanism for early warning, identification and monitoring, and handling of cyberbullying acts. Besides, efforts should be made to protect the privacy information of minors. Personal information processors should strictly limit the access to minors’ personal information, and conduct personal information compliance audit. On December 26, 2025, the CAC, in conjunction with seven other government authorities, released the Measures for the Classification of Online Information Which May Affect the Physical and Mental Health of Minors. These measures identify four categories of online information that may harm minors, including: (i) information that may encourage minors to mimic or engage in misconduct; (ii) information that may negatively influence minors’ values; (iii) information involving the inappropriate use of minors’ images; and (iv) information pertaining to the improper disclosure or use of minors’ personal information. The Measures also place specific obligations on network product and service providers. Notably, online information that could adversely affect minors’ physical and mental health must not appear in internet products or services specifically targeting minors. Such information is also prohibited from being displayed prominently in locations such as homepages, pop-up windows, hot search lists, or recommendations. Providers of algorithmic recommendation and generative AI services are required to establish comprehensive security management systems and implement technical measures to prevent the dissemination of such information. 86 Table of Contents Regulations on Internet Medicine Information Services In accordance with the Provisions on the Administration of Internet Medicine Information Services issued by the State Food and Drug Administration, as most recently revised in November 2017, enterprises that publish medicine-related information must first obtain a qualification certificate from the provincial-level food and drug administration before applying for an ICP license or filing with the MIIT or its corresponding provincial counterpart. Additionally, the Drug Administration Law, as last amended by the Standing Committee on August 26, 2019, and effective December 1, 2019, stipulates that ICP service operators providing information on medicines or medical devices are required to obtain an Internet Medicine Information Service Qualification Certificate from the relevant provincial-level authority. On December 19, 2025, the National Medical Products Administration issued the Regulations on the Filing Administration of Internet Medicine or Medical Device Information Services. Under these regulations, providers of information services related to medicines or medical devices must complete the filing procedures with the appropriate provincial-level drug regulatory authority and secure a filing number prior to commencing services. Regulations Relating to Companies The establishment, operation and management of corporate entities in China are governed by the PRC Company Law, which was promulgated on December 29, 1993 and last amended on December 29, 2023. Under the PRC Company Law, companies are generally classified into two categories: limited liability companies and limited companies by shares. The PRC Company Law is also applicable to foreign-invested limited liability companies. However, if other laws regarding foreign investment have established different provisions, these laws shall prevail. The latest amendment of the PRC Company Law will become effective on July 1, 2024. The amendment mainly improves the establishment and exit mechanism of companies, optimizes the organizational structure of companies, specifies shareholder rights, enhances the capital system of companies, and increases the responsibilities of controlling shareholders and management personnel. The amendment imposes a more stringent timeline on capital contributions, requiring the shareholders of a PRC company to pay their subscribed capital within five years from the establishment of the company. In addition, on July 1, 2024, the State Council of the PRC issued the Provisions on Implementing the Registered Capital Registration and Management System under the PRC Company Law, which further specify the detailed requirements and measures of the registration and management of registered capital under the amended PRC Company Law. Pursuant to such provisions, there should be a three-year interim period from July 1, 2024 to June 30, 2027 for the existing companies to adjust their periods of capital contribution. If the period of capital contribution of a company established before the effective date of the amended PRC Company Law exceeds the period prescribed under the Amended PRC Company Law, such company should make an adjustment within the foregoing interim period to meet the requirements under the Amended PRC Company Law. As such, we may need to fulfill capital contribution obligations to our subsidiaries or provide financial support to the nominee shareholders of the VIEs within a much shorter time frame than we are currently required. Regulations Relating to Foreign Investment Investment activities in the PRC by foreign investors are principally governed by the Catalog of Industries for Encouraging Foreign Investment, or the Encouraging Catalog, and the Special Administrative Measures (Negative List) for Foreign Investment Access, or the Negative List, which were promulgated and amended from time to time by the Ministry of Commerce and the NDRC, and together with the Foreign Investment Law, and their respective implementation rules and ancillary regulations. The Encouraging Catalog and the Negative List lay out the basic framework for foreign investment in China, classifying businesses into three categories with regard to foreign investment: “encouraged,” “restricted,” and “prohibited.” Industries not listed in the Catalog are generally deemed as falling into a fourth category “permitted” unless specifically restricted by other PRC laws. On September 6, 2024, the Ministry of Commerce and the NDRC released the 2024 Negative List effective on November 1, 2024, to replace the previous Negative List. On October 26, 2022, the Ministry of Commerce and the NDRC released the Catalog of Industries for Encouraging Foreign Investment (2022 Version) effective on January 1, 2023, to replace the previous Encouraging Catalog. On March 15, 2019, the National People’s Congress promulgated the PRC Foreign Investment Law effective on January 1, 2020. Pursuant to the Foreign Investment Law, “foreign investments” refer to investment activities conducted by foreign investors directly or indirectly in China, which include any of the following circumstances: (i) foreign investors setting up foreign-invested enterprises in China solely or jointly with other investors, (ii) foreign investors obtaining shares, equity interests, property portions or other similar rights and interests of enterprises within China, (iii) foreign investors investing in new projects in China solely or jointly with other investors, and (iv) investment of other methods as specified in laws, administrative regulations, or as stipulated by the State Council. 87 Table of Contents According to the Foreign Investment Law, foreign investment shall enjoy pre-entry national treatment, except for foreign invested entities that operate in industries deemed to be either “restricted” or “prohibited” in the Negative List. The Foreign Investment Law provides that foreign invested entities operating in foreign “restricted” or “prohibited” industries will require entry clearance and other approvals. The Foreign Investment Law does not comment on the concept of “de facto control” or contractual arrangements with variable interest entities, however, it has a catch-all provision under definition of “foreign investment” to include investments made by foreign investors in China through means stipulated by laws or administrative regulations or other methods prescribed by the State Council. Therefore, it still leaves leeway for future laws, administrative regulations or provisions to provide for contractual arrangements as a form of foreign investment. The Foreign Investment Law also provides several protective rules and principles for foreign investors and their investments in China, including, among others, that local governments shall abide by their commitments to the foreign investors; foreign-invested enterprises are allowed to issue stocks and corporate bonds; except for special circumstances, in which case statutory procedures shall be followed and fair and reasonable compensation shall be made in a timely manner, expropriate or requisition the investment of foreign investors is prohibited; mandatory technology transfer is prohibited, allows foreign investors’ funds to be freely transferred out and into the PRC territory, which run through the entire lifecycle from the entry to the exit of foreign investment, and provide an all-around and multi-angle system to guarantee fair competition of foreign-invested enterprises in the market economy. In addition, foreign investors or the foreign investment enterprise should be imposed legal liabilities for failing to report investment information in accordance with the requirements. Furthermore, the Foreign Investment Law provides that foreign invested enterprises established according to the existing laws regulating foreign investment may maintain their structure and corporate governance within five years after the implementation of the Foreign Investment Law, which means that foreign invested enterprises may be required to adjust the structure and corporate governance in accordance with the current PRC Company Law and other laws and regulations governing the corporate governance. Along with the Foreign Investment Law, the Implementing Rules of Foreign Investment Law promulgated by the State Council and the Interpretation of the Supreme People’s Court on Several Issues Concerning the Application of the Foreign Investment Law promulgated by the Supreme People’s Court became effective on January 1, 2020. The Implementing Rules of Foreign Investment Law further clarify that the state encourages and promotes foreign investment, protects the lawful rights and interests of foreign investors, regulates foreign investment administration, continues to optimize foreign investment environment, and advances a higher-level opening. On December 30, 2019, the Ministry of Commerce and the SAMR jointly promulgated the Measures for Information Reporting on Foreign Investment effective on January 1, 2020. Pursuant to the Measures for Information Reporting on Foreign Investment, if a foreign investor carries out investment activities in China directly or indirectly, the foreign investor or the foreign-invested enterprise shall submit the investment information to the competent commerce department. Regulations Relating to Dividend Distribution The principal laws and regulations governing the distribution of dividends by foreign-invested enterprises in China include the PRC Company Law and the PRC Foreign Investment Law. According to the current regulatory regime in the PRC, foreign-invested enterprises in China are permitted to pay dividends only from their accumulated profit, if any, as determined in accordance with PRC accounting standards and regulations. A PRC company is required to allocate a minimum of 10% of its after-tax profit to general reserves until the total of such reserves reaches 50% of its registered capital. Furthermore, a PRC company is prohibited from distributing any profits until any losses from previous fiscal years have been offset. Regulations Relating to Intellectual Property Copyright The PRC has enacted various laws and regulations relating to the protection of copyright. China is a signatory to some major international conventions on protection of copyright and became a member of the Berne Convention for the Protection of Literary and Artistic Works in October 1992, the Universal Copyright Convention in October 1992, and the Agreement on Trade-Related Aspects of Intellectual Property Rights upon its accession to the World Trade Organization in December 2001. 88 Table of Contents The PRC Copyright Law, promulgated by the Standing Committee of the National People’s Congress on September 7, 1990 and last amended on November 11, 2020, becoming effective on June 1, 2021, along with its related implementing regulations issued by the State Council on August 2, 2002 and last amended on January 30, 2013, becoming effective on March 1, 2013, provides that Chinese citizens, legal persons, or other organizations shall, whether published or not, enjoy copyright in their works, which include, among others, works of literature, art, natural science, social science, engineering technology and computer software. The purpose of the PRC Copyright Law aims to encourage the creation and dissemination of works which is beneficial for the construction of socialist spiritual civilization and material civilization and promote the development and prosperity of Chinese culture. Under the Regulations on Protection of the Right to Network Dissemination of Information, which took effect on July 1, 2006 and was amended on January 30, 2013, an internet information service provider may be held liable under various situations. This includes scenarios where the provider knows or reasonably should have known about a copyright infringement through the internet and fails to take measures to remove, block, or disconnect links to the relevant content, and where the internet information service provider, even in the absence of awareness of the infringement, fails to take such measures upon receipt of the copyright holder’s notice of infringement. The internet information service provider may be exempted from indemnification liabilities under the following circumstances: (i) any internet information service provider that provides automatic internet access service upon instructions from its users or provides automatic transmission service for works, performances and audio/visual products provided by its users is not required to assume indemnification liabilities if (a) it has not chosen or altered the transmitted works, performance and audio/visual products and (b) it provides such works, performances and audio/visual products to the designated users and prevents any person other than such designated users from obtaining access; (ii) any internet information service provider that, for the sake of improving network transmission efficiency, automatically stores and provides to its own users the relevant works, performances and audio/visual products obtained from any other internet information service providers, is not required to assume the indemnification liabilities if (a) it has not altered any of the works, performances or audio/visual products that are automatically stored; (b) it has not affected such original internet information service provider in holding the information about where the users obtain the relevant works, performances and audio/visual products; and (c) when the original internet information service provider revises, deletes or shields the works, performances and audio/visual products, it will automatically revise, delete or shield the same; (iii) any internet information service provider that provides its users with information memory space for such users to provide the works, performances and audio/visual products to the general public via an informational network is not required to assume the indemnification liabilities if (a) it clearly indicates that the information memory space is provided to the users and publicizes its own name, contact person and web address; (b) it has not altered the works, performances and audio/visual products that are provided by the users; (c) it is not aware of or has no justified reason to know that the works, performances and audio/visual products provided by the users infringe upon the copyrights of others; (d) it has not directly derived any economic benefit from the providing of the works, performances and audio/visual products by its users; and (e) after receiving a notice from the copyright holder, it promptly deletes the allegedly infringing works, performances and audio/visual products pursuant to the regulation; (iv) an internet information service provider that provides its users with search engine or link services should not be required to assume the indemnification liabilities if, after receiving a notice from the copyright holder, it disconnects the link to the allegedly infringing works, performances and audio/visual products pursuant to the regulation, unless it is aware of or should reasonably have known the infringement. The Measures on Administrative Protection of Internet Copyright, which were promulgated by the Ministry of Information Industry, the predecessor of the MIIT, and National Copyright Administration on April 29, 2005 and became effective on May 30, 2005, provide that an internet information service provider shall take measures to remove the relevant contents, record relevant information after receiving the notice from the copyright owner that some content communicated through internet infringes upon his/its copyright and preserve the copyright owner’s notice for 6 months. If an internet information service provider is clearly aware of an internet content provider’s tortuous act of infringing upon another’s copyright through internet or fails to take measures to remove relevant contents after receipt of the copyright owner’s notice although it is not clearly aware of the infringing act, which results in harm to public benefits, the internet information service provider shall be ordered to stop its infringing act, and may be imposed of confiscation of the illegal proceeds and a fine of not more than 3 times the illegal business amount; if the illegal business amount is difficult to be calculated, a fine of not more than RMB100,000 may be imposed. 89 Table of Contents The Notice on Regulating Copyright Order of Internet Reproduction issued by the National Copyright Administration on April 17, 2015 includes the following four major points: (i) clarifying certain important issues related to internet copyrights in existing laws and regulations, including the definition of news, clarify statutory licenses that are not applicable to internet copyrights and prohibit the distortion of title and work intent; (ii) guiding the press and media to further improve the internal management of copyrights, especially requesting the press to clarify the copyright sources of their content; (iii) encouraging the press and internet media to actively carry out copyright cooperation; and (iv) calling for the copyright administrations at all levels to strictly implement copyright supervision. The Computer Software Copyright Registration Measures, promulgated by the National Copyright Administration on February 20, 2002, regulate registrations of software copyright, exclusive licensing contracts for software copyright and transfer contracts. The National Copyright Administration shall be the competent authority for the nationwide administration of software copyright registration and the PRC Copyright Protection Center, is designated as the software registration authority. The PRC Copyright Protection Center shall grant registration certificates to the Computer Software Copyrights applicants which conforms to the provisions of both the Computer Software Copyright Registration Measures and the Computer Software Protection Regulations (2013 Revision). The Provisions of the Supreme People’s Court on Certain Issues Related to the Application of Law in the Trial of Civil Cases Involving Disputes over Infringement of the Right of Dissemination through Information Networks, which were promulgated by the Supreme People’s Court on December 17, 2012 and last amended on December 29, 2020 and came into effect on January 1, 2021, provide that web users or web service providers who create works, performances or audio-video products, for which others have the right of dissemination through information networks or are available on any information network without authorization shall be deemed to have infringed upon the right of dissemination through information networks. The Notice on Launching “Jian Wang 2020” Special Actions Against Internet Piracy and Copyright Infringement, jointly issued by National Copyright Administration, the MIIT, the Ministry of Public, and the CAC in 2020, focuses on carrying out special rectification of audio-visual works copyright and social platform copyright and consolidating the achievements of copyright management in key areas, including strengthening the rectification of the infringements such as plagiarism, adaptation and database copying in the knowledge sharing field and the copyright supervision over major knowledge-sharing platforms. Trademark Trademarks are protected by the PRC Trademark Law, which was promulgated on August 23, 1982 and last amended on April 23, 2019, as well as the Implementation Regulation of the PRC Trademark Law, which were adopted by the State Council on August 3, 2002 and amended on April 29, 2014. In the PRC, registered trademarks encompass commodity trademarks, service trademarks, collective marks and certification marks. The PRC Trademark Office of National Intellectual Property Administration is responsible for the registration and administration of trademarks throughout the PRC and grants a term of ten years to registered trademarks. Trademarks are renewable every ten years where a registered trademark needs to be used after the expiration of its validity term. A registration renewal application shall be filed within twelve months prior to the expiration of the term. A trademark registrant may license its registered trademark to another party by entering into a trademark license contract. Trademark license agreements must be filed with the trademark office to be recorded. The licensor shall supervise the quality of the commodities on which the trademark is used, and the licensee shall guarantee the quality of such commodities. As with trademarks, the PRC Trademark Law has adopted a “first come, first file” principle with respect to trademark registration. Where trademark for which a registration application has been made is identical or similar to another trademark which has already been registered or been subject to a preliminary examination and approval for use on the same kind of or similar commodities or services, the application for registration of such trademark may be rejected. Any person applying for the registration of a trademark may not prejudice the existing right first obtained by others, nor may any person register in advance a trademark that has already been used by another party and has already gained a “sufficient degree of reputation” through such party’s use. 90 Table of Contents Patent Patents are protected by the PRC Patent Law, which was promulgated on March 12, 1984 and last amended on October 17, 2020 and became effective on June 1, 2021, and its Implementation Rules, which were promulgated on January 19, 1985 and last amended on December 11, 2023 by the State Council and became effective on January 20, 2024. A patentable invention or utility model must meet three conditions: novelty, inventiveness and practical applicability. Patents cannot be granted for scientific discoveries, rules and methods for intellectual activities, methods used to diagnose or treat diseases, animal and plant breeds or substances obtained by means of nuclear transformation. The Patent Office under the National Intellectual Property Administration is responsible for receiving, examining and approving patent applications. A patent is valid for a twenty-year term for an invention, a ten-year term for a utility model, and a fifteen-year term for a design. Except under certain specific circumstances provided by law, any third-party user must obtain consent or a proper license from the patent owner to use the patent, or else the use will constitute an infringement of the rights of the patent holder. Domain Names Domain names are protected under the Administrative Measures on the Internet Domain Names promulgated by the MIIT on August 24, 2017. The MIIT is the major regulatory body responsible for the administration of the PRC internet domain names, under supervision of which the China Internet Network Information Center is responsible for the daily administration of.cn domain names and Chinese domain names. China Internet Network Information Center adopts the “first to file” principle with respect to the registration of domain names. In November 2017, the MIIT promulgated the Notice of the MIIT on Regulating the Use of Domain Names in Providing Internet-based Information Services, which became effective on January 1, 2018. Pursuant to the notice, the domain names used by an internet-based information service provider in providing internet- based information services must be registered and owned by such provider in accordance with the law. If the internet-based information service provider is an entity, the domain name registrant must be the entity (or any of the entity’s shareholders), or the entity’s principal or senior manager. Regulations Relating to Foreign Exchange General Administration of Foreign Exchange Under the PRC Foreign Currency Administration Rules promulgated by the State Council on January 29, 1996, and last amended on August 5, 2008 and various regulations issued by the State Administration of Foreign Exchange and other PRC government authorities, Renminbi is convertible into other currencies for the purpose of current account items, such as trade related receipts and payments, payment of interest and dividends. The conversion of Renminbi into other currencies and remittance of the converted foreign currency outside China for the purpose of capital account items, such as direct equity investments, loans and repatriation of investment, requires the prior approval from the State Administration of Foreign Exchange or its local branches. Payments for transactions that take place within China must be made in Renminbi. Unless otherwise provided by laws and regulations, PRC companies may repatriate foreign currency payments received from abroad or retain the same abroad. Foreign exchange proceeds under the current accounts may be either retained or sold to a financial institution engaging in settlement and sale of foreign exchange pursuant to the PRC rules and regulations. For foreign exchange proceeds under the capital accounts, approval from the State Administration of Foreign Exchange is required for its retention or sale to a financial institution engaging in settlement and sale of foreign exchange, except where such approval is not required under the PRC rules and regulations. 91 Table of Contents Regulations Relating to Offshore Investment On July 4, 2014, the State Administration of Foreign Exchange promulgated the Notice of the State Administration of Foreign Exchange on Relevant Issues Concerning Foreign Exchange Administration for Domestic Residents to Engage in Overseas Investment, Financing and Round-Trip Investment via Special Purpose Vehicles, or SAFE Circular 37, which regulates the matters involving foreign exchange registration for round-trip investment. Under SAFE Circular 37, a PRC resident must register with the local counterpart of the State Administration of Foreign Exchange before contributing assets or equity interests in an offshore special purpose vehicle, that is directly established or indirectly controlled by such PRC resident for the purpose of conducting investment or financing. In addition, following the initial registration, in the event of any major change in respect of the offshore special purpose vehicle, including, among other things, a change of offshore special purpose vehicle’s PRC resident shareholder(s), the name of the offshore special purpose vehicle, terms of operation, or any increase or reduction of the offshore special purpose vehicle’s capital, share transfer or swap, and merger or division, the PRC resident shall complete the change of foreign exchange registration procedures for offshore investment with the local counterpart of the State Administration of Foreign Exchange. According to the procedural guideline as attached to SAFE Circular 37, the principle of review has been changed to “the domestic individual resident shall only register the offshore special purpose vehicle directly established or controlled (first level).” At the same time, the State Administration of Foreign Exchange has issued the Operation Guidance for the Issues Concerning Foreign Exchange Administration over Round-trip Investment with respect to the procedures for the registration under SAFE Circular 37, which became effective on July 4, 2014, as an attachment to SAFE Circular 37. Under applicable rules, failure to comply with the registration procedures set out in SAFE Circular 37 may result in restrictions being imposed on the foreign exchange activities of the onshore company, including the payment of dividends and other distributions to its offshore parent or affiliate, and may also subject the PRC residents to penalties under PRC foreign exchange administration regulations. PRC residents who hold any shares in the company from time to time are required to register with the State Administration of Foreign Exchange in connection with their investments in the company. On February 13, 2015, the State Administration of Foreign Exchange promulgated the Notice of the State Administration of Foreign Exchange on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment, or SAFE Notice 13, effective on June 1, 2015, which further amends SAFE Circular 37 by requiring domestic residents to register with qualified banks rather than the State Administration of Foreign Exchange or its local counterpart in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing. On March 30, 2015, the State Administration of Foreign Exchange promulgated the Circular of the State Administration of Foreign Exchange on Reforming the Administration Measures on Conversion of Foreign Exchange Registered Capital of Foreign-invested Enterprises, or SAFE Circular 19, which was amended on March 23, 2023. According to SAFE Circular 19, the foreign exchange capital of foreign-invested enterprises must be subject to the Discretional Foreign Exchange Settlement, which refers to the foreign exchange capital in the capital account of a foreign-invested enterprise for which the rights and interests of monetary contribution has been confirmed by the local foreign exchange bureau (or the book-entry registration of monetary contribution by the banks) can be settled at the banks based on the actual operational needs of the foreign-invested enterprise. The proportion of Discretional Foreign Exchange Settlement of the foreign exchange capital of a foreign-invested enterprise is temporarily determined to be 100%. The Renminbi converted from the foreign exchange capital will be kept in a designated account, and if a foreign-invested enterprise needs to make further payment from such account, it still needs to provide supporting documents and go through the review process with the banks. On June 9, 2016, the State Administration of Foreign Exchange issued the Circular of the State Administration of Foreign Exchange on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts, or SAFE Circular 16, which became effective on the same day. Pursuant to SAFE Circular 16, enterprises registered in China may also convert their foreign debts from foreign currency to Renminbi on a discretionary basis. SAFE Circular 16 provides an integrated standard for conversion of foreign exchange under capital account items, including but not limited to foreign currency capital and foreign debts, on a discretionary basis which applies to all enterprises registered in China. SAFE Circular 16 reiterates the principle that Renminbi converted from foreign currency-denominated capital of a company may not be directly or indirectly used for purposes beyond its business scope or prohibited by PRC laws or regulations, while such converted Renminbi shall not be provided as loans to its non-affiliated entities. On October 23, 2019, the State Administration of Foreign Exchange promulgated the Circular of the State Administration of Foreign Exchange on Further Promoting the Facilitation of Cross-Border Trade and Investment, or SAFE Circular 28, which became effective on the same day, and was later amended by the Circular on Further Deepening the Reform to Facilitate Cross-border Trade and Investment promulgated by SAFE on December 4, 2023. SAFE Circular 28 allows non-investment foreign- invested enterprises to use their capital funds to make equity investments in China as long as such investments do not violate the currently effective Negative List and the target investment projects are genuine and in compliance with laws. In addition, SAFE Circular 28 stipulates that qualified enterprises in certain pilot areas may use their capital income from registered capital, foreign debt, and overseas listing for the purpose of domestic payments without providing authenticity certifications to the banks in advance for those domestic payments. 92 Table of Contents Regulations Relating to Stock Incentive Plans In February 2012, the State Administration of Foreign Exchange promulgated the Notices of the State Administration of Foreign Exchange on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly-Listed Company. Pursuant to this regulation, individuals participating in any stock incentive plan of any overseas publicly listed company, who are PRC citizens or non-PRC citizens who reside in China for a continuous period of not less than one year, with certain exceptions, are required to register with the State Administration of Foreign Exchange or its local branches and complete certain other procedures through a domestic qualified agent, which could be a PRC subsidiary of such overseas listed company. The participants must also retain an overseas entrusted institution to handle matters in connection with their exercise of stock options, the purchase and sale of corresponding stocks or interests, and fund transfers. In addition, the PRC agent is required to amend the registration with the State Administration of Foreign Exchange with respect to the stock incentive plan if there is any material change to the stock incentive plan, the PRC agent or the overseas entrusted institution or other material changes. On behalf of the PRC residents who have the right to exercise the employee share options, the PRC agents must submit application to the State Administration of Foreign Exchange or its local branches for an annual quota for the payment of foreign currencies in connection with the PRC residents’ exercise of the employee share options. The foreign exchange proceeds received by the PRC residents from the sale of shares under the stock incentive plans granted and dividends distributed by the overseas listed companies must be remitted into the bank accounts in China opened by the PRC agents before distribution to such PRC residents. Under the Circular of the State Taxation Administration on Issues Concerning Individual Income Tax in Relation to Equity Incentives promulgated by the PRC State Taxation Administration, which became effective on August 24, 2009, listed companies and their domestic organizations shall lawfully withhold and pay individual income tax on such income according to the individual income tax calculation methods for “wage and salary income” and stock option income. Regulations Relating to Tax Enterprise Income Tax The PRC Enterprise Income Tax Law and the Regulations for the Implementation of the Law on Enterprise Income Tax, or collectively, the EIT Laws, were promulgated on March 16, 2007 and December 6, 2007, respectively and were most recently amended on December 29, 2018 and December 6, 2024, respectively. According to the EIT Laws, taxpayers consist of resident enterprises and non-resident enterprises. Resident enterprises are defined as enterprises that are established in China in accordance with PRC laws, or that are established in accordance with the laws of foreign countries but whose actual or de facto control is administered from within China. Non-resident enterprises are defined as enterprises that are set up in accordance with the laws of foreign countries and whose actual administration is conducted outside China, but have established institutions or premises in China, or have no such established institutions or premises but have income generated from inside China. Under the EIT Laws and the implementing regulations, a uniform rate for enterprise income tax, or EIT, of 25% is applicable. However, if non-resident enterprises have not formed permanent establishments or premises in China, or if they have formed permanent establishment institutions or premises in China but there is no actual relationship between the income derived in China and the established institutions or premises set up by them, the enterprise income tax is, in that case, set at the rate of 10% for their income sourced from inside China. The Notice of the State Taxation Administration Regarding the Determination of Chinese-Controlled Offshore Incorporated Enterprises as People’s Republic of China Tax Resident Enterprises on the Basis of De Facto Management Bodies, or STA Circular 82, promulgated on April 22, 2009 and amended on January 29, 2014 and December 29, 2017, sets out the standards and procedures for determining whether the “de facto management body” of an enterprise registered outside of China and controlled by PRC enterprises or PRC enterprise groups is located within China. The Administrative Measures for Enterprise Income Tax of Chinese-Controlled Offshore Incorporated Resident Enterprises (Trial), or STA Bulletin 45, which were promulgated on July 27, 2011 and amended on June 15, 2018, further provide guidance on the implementation of STA Circular 82 and clarify certain issues in the areas of resident status determination, post-determination administration, and competent tax authorities’ procedures. According to STA Circular 82, a Chinese-controlled offshore incorporated enterprise is regarded as a PRC tax resident by virtue of having a “de facto management body” in China and subject to the EIT of PRC on its worldwide income only if all of the following criteria are met: (i) the primary location of the day-to-day operational management is in China; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in China; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholders meeting minutes are located or maintained in China; and (iv) 50% or more of voting board members or senior executives habitually reside in China. According to STA Bulletin 45, if provided with a copy of Chinese tax resident determination certificate from a resident Chinese controlled offshore incorporated enterprise, the payer should not withhold income tax when paying the Chinese-sourced dividends, interest, royalties, etc. to the PRC-controlled offshore incorporated enterprise. 93 Table of Contents The EIT Laws permit certain High and New Technology Enterprises to enjoy a reduced 15% EIT rate subject to these enterprises meeting certain qualification criteria and permit certain small low-profit enterprises to enjoy a reduced 20% EIT rate subject to certain conditions. In addition, applicable laws and regulations also provide that entities recognized as software enterprises are able to enjoy a tax holiday consisting of a two-year- exemption commencing from their first profitable calendar year and a 50% reduction in ordinary tax rate for the following three calendar years, while entities qualified as key software enterprises can enjoy a preferential EIT rate of 10%. ​ The Bulletin of the State Taxation Administration on Issues of Enterprise Income Tax on Indirect Transfers of Assets by Non-PRC Resident Enterprises, or STA Bulletin 7, was issued on February 3, 2015 and amended pursuant to the Announcement of the State Taxation Administration on Issues Concerning the Withholding of Enterprise Income Tax at Source on Non-PRC Resident Enterprises, which was issued on October 17, 2017 and amended on June 15, 2018. Pursuant to STA Bulletin 7, an “indirect transfer” of assets, including equity interests in a PRC resident enterprise, by non-PRC resident enterprises may be recharacterized and treated as a direct transfer of PRC taxable assets, if the arrangement does not have a reasonable commercial purpose and was established for the purpose of avoiding payment of PRC Enterprise Income Tax. As a result, gains derived from an indirect transfer may be subject to PRC EIT. According to STA Bulletin 7, “PRC taxable assets” include assets attributed to an establishment or a place of business in China, immoveable properties in China, and equity investments in PRC resident enterprises. In respect of an indirect offshore transfer of assets of a PRC establishment or place of business, the relevant gain is to be regarded as effectively connected with the PRC establishment or a place of business and therefore included in its EIT filing and would consequently be subject to PRC EIT at a rate of 25%. Where the underlying transfer relates to the immoveable properties in China or to equity investments in a PRC resident enterprise, which is not effectively connected to a PRC establishment or a place of business of a non-resident enterprise, a PRC EIT at 10% would apply, subject to available preferential tax treatment under applicable tax treaties or similar arrangements, and the party who is obligated to make the transfer payments has the withholding obligation. There is uncertainty as to the implementation details of STA Bulletin 7. ​ VAT and Business Tax On March 20, 2019, the Ministry of Finance, the PRC State Taxation Administration, and the General Administration of Customs issued the Announcement on Policies for Deepening the VAT Reform, which came into effect on April 1, 2019. According to the announcement, (i) for general VAT payers’ sales activities or imports previously subject to VAT at an existing applicable rate of 16% or 10%, the applicable VAT rate is adjusted to 13% or 9% respectively; (ii) for the agricultural products purchased by taxpayers to which an existing 10% deduction rate is applicable, the deduction rate is adjusted to 9%; (iii) for the agricultural products purchased by taxpayers for production or commissioned processing, which are subject to VAT at 13%, the input VAT is calculated at a 10% deduction rate; (iv) for the exportation of goods or labor services that are subject to VAT at 16%, with the applicable export refund at the same rate, the export refund rate is adjusted to 13%; and (v) for the exportation of goods or cross-border taxable activities that are subject to VAT at 10%, with the export refund at the same rate, the export refund rate is adjusted to 9%. On December 25, 2024, the prevailing VAT regulations were enacted into the Value-Added Tax Law of the People’s Republic of China, which came into effect on January 1, 2026. In terms of VAT rates, the existing rates of 13%, 9% and 6% remain unchanged. Dividend Withholding Tax The PRC Enterprise Income Tax Law provides that since January 1, 2008, an enterprise income tax rate of 10% is normally applicable to dividends declared to non-PRC resident investors which do not have an establishment or place of business in the PRC, or have an establishment or place of business in the PRC but the relevant income is not effectively connected with the establishment or place of business, to the extent such dividends are derived from sources within the PRC. 94 Table of Contents Pursuant to the Arrangement Between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Incomes, and other applicable PRC laws, if a Hong Kong resident enterprise is determined by the competent PRC tax authority to have satisfied the conditions and requirements under this arrangement and other applicable laws, the 10% withholding tax on the dividends the Hong Kong resident enterprise receives from a PRC resident enterprise may be reduced to 5%. However, based on the Notice of the State Taxation Administration on Issues Relating to the Implementation of Dividend Clauses in Tax Treaties issued on February 20, 2009, if the PRC tax authorities determine, in their discretion, that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment. According to the Announcement of the State Taxation Administration on Issues Relating to “Beneficial Owner” in Tax Treaties, which was issued on February 3, 2018 by the STA and became effective on April 1, 2018, when determining the applicant’s status of the “beneficial owner” regarding tax treatments in connection with dividends, interests or royalties in the tax treaties, several factors, including without limitation, whether the applicant is obligated to pay more than 50% of its income in twelve months to residents in third country or region, whether the business operated by the applicant constitutes the actual business activities, and whether the counterparty country or region to the tax treaties does not levy any tax or grant tax exemption on relevant incomes or levy tax at an extremely low rate, will be taken into account, and it will be analyzed according to the actual circumstances of the specific cases. This notice further provides that applicants who intend to prove his or her status of the “beneficial owner” shall submit the relevant documents to the tax bureau according to the Announcement of State Taxation Administration on Promulgation of the Administrative Measures on Non-resident Taxpayers Enjoying Treaty Benefits. Regulations Relating to Employment and Social Welfare The Labor Contract Law According to the PRC Labor Law promulgated on July 5, 1994 and last amended on December 29, 2018, enterprises and institutions shall establish and improve their system of workplace safety and sanitation, strictly abide by state rules and standards on workplace safety, educate laborers in labor safety and sanitation in China. Labor safety and sanitation facilities shall comply with state-fixed standards. Enterprises and institutions shall provide laborers with a safe workplace and sanitation conditions which are in compliance with state stipulations and the articles of labor protection. The PRC Labor Contract Law, which was implemented on January 1, 2008 and amended on December 28, 2012, primarily aims at regulating employee/employer rights and obligations, including matters with respect to the establishment, performance and termination of labor contracts. Pursuant to the PRC Labor Contract Law, labor contracts shall be concluded in writing if labor relationships are to be or have been established between enterprises or institutions and the laborers. Enterprises and institutions are forbidden to force laborers to work beyond the time limit and employers shall pay laborers for overtime work in accordance with the laws and regulations. In addition, labor wages shall not be lower than local standards on minimum wages and shall be paid to laborers in a timely manner. Social Insurance and Housing Fund As required under the Regulation of Insurance for Labor Injury implemented on January 1, 2004 and amended on December 20, 2010, the Provisional Measures for Maternity Insurance of Employees of Corporations implemented on January 1, 1995, the Decisions on the Establishment of a Unified Program for Basic Old-Aged Pension Insurance for Employees of Corporations of the State Council issued on July 16, 1997, the Decisions on the Establishment of the Medical Insurance Program for Urban Workers of the State Council promulgated on December 14, 1998, the Unemployment Insurance Measures promulgated on January 22, 1999 and the Social Insurance Law of the PRC implemented on July 1, 2011 and amended on December 29, 2018, enterprises are obliged to provide their employees in China with welfare schemes covering pension insurance, unemployment insurance, maternity insurance, labor injury insurance and medical insurance. These payments are made to local administrative authorities and any employer that fails to contribute may be fined and ordered to make up within a prescribed time limit. In accordance with the Regulations on the Management of Housing Funds, which were promulgated by the State Council on April 3, 1999 and last amended on March 24, 2019, enterprises must register at the competent managing center for housing funds and upon the examination by such managing center of housing funds, these enterprises shall complete procedures for opening an account at the bank for the deposit of employees’ housing funds. Enterprises are also required to pay and deposit housing funds on behalf of their employees in full and in a timely manner. ​ 95 Table of Contents Regulations Relating to Unfair Competition and Anti-Monopoly According to the PRC Anti-unfair Competition Law, promulgated by the Standing Committee of the National People’s Congress on September 2, 1993 and last amended on June 27, 2025 and took effect on October 15, 2025, unfair competition refers to that the operator disrupts the market competition order and damages the legitimate rights and interests of other operators or consumers in violation of the provisions set forth therein in its production and operating activities. Operators shall abide by the principle of voluntariness, equality, impartiality, integrity, as well as laws and business ethics during production and operating activities. The 2025 revisions have tackled emerging forms of unfair competition within the digital economy, prohibiting business operators from leveraging data, algorithms, technology, or platform rules to influence user choices or otherwise engage in conduct that obstructs or disrupts the lawful operation of network products or services offered by other business operators. Platform operators are required to establish mechanisms for the reporting, handling of complaints, and resolution of disputes relating to unfair competition, and to guide and regulate business operators on the platform to engage in fair competition in compliance with applicable laws. Where a platform operator becomes aware of unfair competitive practices by business operators using the platform, it shall promptly take necessary measures as prescribed by law, retain relevant records, and report the matter to the competent regulatory authority. The PRC Anti-Monopoly Law, which was promulgated by the Standing Committee of the National People’s Congress in 2007 and amended on June 24, 2022 and took effect on August 1, 2022, and the Rules of the State Council on Declaration Threshold for Concentration of Undertakings promulgated by the State Council on August 3, 2008 and last amended on January 22, 2024, require that if a concentration reaches one of the following thresholds, a declaration must be lodged in advance with the anti-monopoly law enforcement agency under the State Council, or otherwise the concentration shall not be implemented: (i) during the previous fiscal year, the total global turnover of all undertakings participating in the concentration exceeded RMB12 billion, and at least two of these undertakings each had a turnover of more than RMB800 million within China; or (ii) during the previous fiscal year, the total turnover within China of all the undertakings participating in the concentration exceeded RMB4 billion, and at least two of these undertakings each had a turnover of more than RMB800 million within China. Pursuant to the Anti-Monopoly Law, operators of a concentration of undertakings which reaches the standard for declaration shall make an advance declaration to the anti-monopoly law enforcement authority under the State Council. If any business operator fails to comply with the mandatory declaration requirement, the government authority is empowered to order the operator to terminate and/or unwind the transaction, dispose of relevant assets, shares or businesses within a certain period of time and impose fines of up to 10% of its sales revenue in the previous year if the concentration of business operator has or may have an effect of excluding or limiting competition; or up to RMB5,000,000 if the concentration of business operator does not have an effect of excluding or limiting competition. The Anti-Monopoly Law also requires applicable government authorities to strengthen the examination of concentration of undertakings in certain key industries, such as national economy and people’s livelihood. In February 2021, the Anti-Monopoly Commission of the State Council published the Anti-Monopoly Guidelines for the Internet Platform Economy Sector, which provides that the calculation of turnover in the field of platform economy may be different depending on the business model of the operators: for platform operators who only provide information matchings and collect commissions, their turnovers should be calculated including the service fee charged by the platform and other platform income; for the platform operators who participate in the market competition on the platform side, their turnovers shall be calculated including the transaction amount involved in the platform and other platforms. The concentration of undertakings involving the agreement control (VIE) structure falls within the scope of the antitrust review of concentration of undertakings. Where the concentration of undertakings meets the declaration standards set by the State Council, the operators shall declare to the Anti-Monopoly Law Enforcement Agency of the State Council in advance, and the concentration shall not be implemented if the concentration is not declared. On March 10, 2023, the SAMR further issued multiple regulations ancillary to the PRC Anti-Monopoly Law, namely, the Measures for Examination of Concentration of Undertakings, the Provisions on the Prohibition of Monopoly Agreements, the Provisions on the Prohibition of Acts of Abuse of Dominant Market Positions, and the Provisions on Curbing the Abuse of Administrative Power to Exclude or Restrict Competition. All of these regulations took effect on April 15, 2023. In addition, the SAMR issued Guidelines for Review of Horizontal Concentration of Undertakings on December 10, 2024, which took effect on the same day. These regulations have, among other things, elaborated the specific requirements under the PRC Anti-Monopoly Law, optimized the regulatory and enforcement procedures and imposed more stringent legal responsibilities on the relevant parties. Specifically, the Measures for Examination of Concentration of Undertakings have clarified the factors to be considered for the recognition of “control” and “implementation of concentration” under the review mechanism of concentration of undertakings, and elaborated the implementation rules regarding the suspension of review. According to the Measures for Examination of Concentration of Undertakings, if a concentration of undertakings does not meet the threshold for declaration, but there is evidence suggesting that it has or may have the effect of excluding or limiting competition, the SAMR may order the involved operators to file the concentration of undertakings. 96 Table of Contents On May 6, 2024, the SAMR promulgated the Interim Provisions on Anti-Unfair Competition on the Internet, which took effect on September 1, 2024. These provisions aim to strengthen the supervision of unfair competition in the Internet sector by prohibiting operators from using technical means to impede or disrupt the normal operation of legally provided internet products or services. The provisions also impose specific obligations on platform operators, including (i) refraining from imposing unreasonable restrictions or conditions on business operators using the platform through service agreements, transaction rules, or other means and (ii) taking necessary and timely measures to address unfair competition activities occurring on the platform, maintaining relevant records, and reporting to the authorities as required. On January 28, 2026, the SAMR issued the Anti-Monopoly Compliance Guidelines for Internet Platforms to prevent and address monopolistic practices within the platform economy. The guidelines identify key risk scenarios, including algorithmic collusion, where competing platform operators are prohibited from using algorithms to coordinate behavior, such as unified pricing mechanisms or commission rates. It also prohibits platforms with market dominance from engaging in “pick one of two” practices, imposing exclusive dealing arrangements without justification, or charging unfairly high fees, such as commissions or service charges significantly exceeding those of comparable platforms. Additionally, the guidelines ban below-cost pricing strategies that use excessive subsidies or cross-subsidization to exclude competitors. These measures aim to promote fair competition and strengthen compliance in the digital economy. On December 9, 2025, the NDRC, the SAMR, and the CAC jointly issued the Rules Governing the Pricing Behavior of Internet Platforms, which will be effective on April 10, 2026, establishing a comprehensive pricing framework applicable to both platform operators and merchants operating within such platforms. The rules expressly safeguard merchants’ autonomy by permitting cross-platform price differentiation, while prohibiting platform operators from imposing uniformity through algorithmic demotion, traffic throttling, or other indirect coercive mechanisms. Additionally, platforms are barred from imposing unreasonable constraints on merchant pricing, including, but not limited to, compelling participation in discount-driven promotions, mandating that prices on the platform remain no higher than those offered through other channels, or enforcing the activation of automated price adjustment or price-following systems, thereby reinforcing protections against practices that undermine merchant pricing discretion. M&A Rules and Overseas Listing On August 8, 2006, six PRC government and regulatory authorities, including the Ministry of Commerce and the CSRC, promulgated the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, which took effect on September 8, 2006 and was amended on June 22, 2009. The Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors require, among others, that a special purpose vehicle, formed for overseas listing purposes and controlled directly or indirectly by PRC companies or individuals through acquisitions of shares of or equity interests in PRC domestic companies, must obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. In addition, in 2011, the General Office of the State Council promulgated the Notice on Establishing the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the Circular 6, which officially established a security review system for mergers and acquisitions of domestic enterprises by foreign investors. To implement Circular 6, the Ministry of Commerce promulgated the Rules of the Ministry of Commerce on Implementation of Security Review System of Mergers and Acquisitions of Domestic Enterprises by Foreign Investors effective in September 2011. Under Circular 6, security review is required for mergers and acquisitions by foreign investors having “national defense and security” concerns and mergers and acquisitions by which foreign investors may acquire the “de facto control” of domestic enterprises with “national security” concerns. Under the foregoing regulations, the Ministry of Commerce will focus on the substance and actual impact of the transaction when deciding whether a specific merger or acquisition is subject to security review. If the Ministry of Commerce decides that a specific merger or acquisition is subject to a security review, it will submit it to the Inter-Ministerial Panel, an authority established under Circular 6 led by the NDRC, and the Ministry of Commerce under the leadership of the State Council, to carry out a security review. The rules prohibit foreign investors from bypassing the security review by structuring transactions through trusts, indirect investments, leases, loans, control through contractual arrangements or offshore transactions. There is no explicit provision or official interpretation stating that the merging or acquisition of a company engaged in the internet content business requires security review, and there is no requirement that acquisitions completed prior to the promulgation of the Rules of the Ministry of Commerce on Implementation of Security Review System of Mergers and Acquisitions of Domestic Enterprises by Foreign Investors are subject to the Ministry of Commerce’s review. On December 19, 2020, the NDRC and the Ministry of Commerce jointly promulgated the Measures for the Security Review for Foreign Investment effective on January 18, 2021, which, among other things, set forth provisions concerning the security review mechanism on foreign investment, including the types of investments subject to review, review scopes, and procedures. Foreign investor or relevant parties in China must declare the security review to the aforesaid office prior to their investments in important cultural products and services, important information technology and internet products and services, important financial services, key technologies, and other important fields relating to national security and obtain control in the target enterprise. 97 Table of Contents On February 17, 2023, the CSRC released the Overseas Listing Trial Measures and five supporting guidelines, which took effect on March 31, 2023. According to the Overseas Listing Trial Measures, domestic companies that seek to offer or list its securities overseas, either directly or indirectly, should fulfill filing procedure with, and report relevant information to, the CSRC. If a domestic company fails to complete the filing procedure, conceals any material fact, or falsifies any major content in its filing documents, the domestic company may be subject to administrative penalties, such as order to rectify, warnings, and fines, and its controlling shareholders, actual controllers, the person directly in charge, and other directly liable persons may also be subject to administrative penalties, such as warnings and fines. Furthermore, if the issuer meets both of the following conditions, the overseas offering and listing should be determined as an indirect overseas offering and listing by a domestic company: (a) any of the total assets, net assets, revenues or profits of the domestic operating entities of the issuer in the most recent accounting year accounts for more than 50% of the corresponding figure in the issuer’s audited consolidated financial statements for the same period, and (b) its major operational activities are carried out in China, its main places of business are located in China, or most of the senior management in charge of operation and management of the issuer are Chinese citizens or are domiciled in China. Additionally, the measures stipulate that if a domestic company seeks to indirectly offer and lists its securities in an overseas market, the issuer should designate a major domestic operating entity responsible for all filing procedures with the CSRC. Domestic companies that do not comply with the Overseas Listing Trial Measures by failing to perform filing procedures should be simultaneously ordered by the CSRC to make correction, receive a warning, and face a fine ranging from RMB1 million to RMB10 million. The individuals directly responsible and other accountable personnel should receive a simultaneous warning and face a fine ranging from RMB500,000 to RMB5 million. C.Organizational Structure The following diagram illustrates our corporate structure, including our principal subsidiaries and the VIEs as of the date of this annual report. Notes: (1) Yuan Zhou and Dahai Li, our director, each holds 98.941% and 0.059% of the equity interests in Zhizhe Tianxia, respectively, and Beijing Radio and Television Station, a third-party minority shareholder, holds 1% of the equity interests in Zhizhe Tianxia. (2) Yuan Zhou and Rongle Zhang, our employee, each holds 99.0% and 1.0% of the equity interests in Wuhan Xinyue, one of the VIEs. Wuhan Xinyue and its shareholders entered into a series of contractual arrangements with our PRC subsidiary Wuhan Bofeng. Wuhan Xinyue owns, through its subsidiaries, 55% equity interests in Shanghai Pinzhi. Shanghai Pinzhi and its shareholders entered into a series of contractual arrangements with our PRC subsidiary Shanghai Zhishi. Wuhan Xinyue also wholly owns Nanjing Zhizhu Technology Co., Ltd., which wholly owns Wuhan Zhibo Wenshuo Technology Co., Ltd. ​ 98 Table of Contents Contractual Arrangements with the VIEs and Their Shareholders Current PRC laws and regulations impose certain restrictions or prohibitions on foreign ownership of companies that engage in value-added telecommunication services and certain other businesses. Zhihu Inc. is an exempted company with limited liability established in the Cayman Islands. To comply with PRC laws and regulations, we conduct certain of our businesses in China through Zhizhe Tianxia, Shanghai Pinzhi, and Wuhan Xinyue, the VIEs, based on a series of contractual arrangements by and among our WFOEs, the VIEs, and their shareholders. Our contractual arrangements with the VIE and their shareholders allow us to (i) exercise effective control over the VIEs, (ii) receive substantially all of the economic benefits of the VIEs, and (iii) have an exclusive option to purchase all or part of the equity interests in the VIEs when and to the extent permitted by the PRC law. As a result of our direct ownership in our WFOEs and the contractual arrangements with the VIEs, we are regarded as the primary beneficiary of the VIEs, and we treat the VIEs and their subsidiaries as our consolidated entities under U.S. GAAP. We have consolidated the financial results of the VIEs and their subsidiaries in our consolidated financial statements in accordance with U.S. GAAP. In April 2024, Beijing Radio and Television Station, or BRTS, completed its investment of RMB0.2 million in Zhizhe Tianxia to acquire 1% of Zhizhe Tianxia’s enlarged registered capital. BRTS is not a party to the contractual arrangements currently in effect among Zhizhe Sihai, Zhizhe Tianxia, and other shareholders of Zhizhe Tianxia. Therefore, although we still enjoy economic benefits and exercise effective control over Zhizhe Tianxia and its subsidiaries, we are unable to mandatorily purchase, or have BRTS pledge, the 1% equity interests in Zhizhe Tianxia in the same manner as agreed under existing contractual arrangements, nor are we granted the authorization of the voting rights of the 1% equity interests. We believe Zhizhe Sihai still controls and is the primary beneficiary of Zhizhe Tianxia for accounting purposes, as it continues to have a controlling financial interest in Zhizhe Tianxia pursuant to ASC 810-10-25-38A after the issuance of such 1% equity interests. The following is a summary of the currently effective contractual arrangements by and among our WFOEs, the VIEs, and their respective shareholders. Agreements that provide us with effective control over the VIEs Exclusive Business Cooperation Agreements Zhizhe Tianxia entered into an exclusive business cooperation agreement with Zhizhe Sihai on December 21, 2021, pursuant to which Zhizhe Tianxia agrees to engage Zhizhe Sihai as its exclusive provider of business support, technical and consulting services, including without limitation technical services, network support, business consultation, intellectual property licensing, equipment and leasing, market consultancy, system integration, product research and development and system maintenance, and management consulting services relating to Zhizhe Tianxia’s operations, in exchange for service fees. Under these arrangements, the service fees, subject to Zhizhe Sihai’s adjustment, are equal to all of the net profit of Zhizhe Tianxia and its subsidiaries. Zhizhe Sihai may adjust the service fees at its sole discretion, after consideration of certain factors, including but not limited to the deduction of necessary costs, expenses, taxes and other statutory contribution in relation to the respective fiscal year, and may also include accumulated losses of Zhizhe Tianxia and its subsidiaries from previous financial periods. If Zhizhe Tianxia runs into financial deficit or suffers severe operation difficulties, Zhizhe Sihai will provide financial support to Zhizhe Tianxia. Intellectual property rights are developed during the normal course of business of Zhizhe Tianxia and its subsidiaries. Pursuant to the exclusive business cooperation agreement, Zhizhe Sihai will have the exclusive and proprietary rights to all intellectual properties developed by Zhizhe Tianxia and its subsidiaries, in connection with performance of the exclusive business cooperation agreement. Unless otherwise terminated early by Zhizhe Sihai, the exclusive business cooperation agreement remains effective unless terminated in the event that (a) the entire equity interests held by the shareholders in Zhizhe Tianxia or the entire assets of Zhizhe Tianxia have been transferred to Zhizhe Sihai; (b) in accordance with the other provisions of the exclusive business cooperation agreement. 99 Table of Contents Shanghai Pinzhi entered into an exclusive technology development, consultancy and services agreement with Shanghai Zhishi on September 7, 2021, pursuant to which Shanghai Pinzhi agrees to engage Shanghai Zhishi as its exclusive provider of technology development, consultancy and services in exchange for service fees. The service fees shall be equal to the total consolidated net profit of Shanghai Pinzhi, after deducting the business expenses as confirmed by both parties. Shanghai Zhishi may adjust the service fees at its sole discretion, taking into account the content of the services provided during the year and the business need of Shanghai Pinzhi. Shanghai Zhishi may provide financial support to Shanghai Pinzhi to ensure Shanghai Pinzhi can meet its operational cash flow requirements and/or to support it when it suffers operational losses. Unless otherwise terminated early by mutual agreement or pursuant to provisions set forth therein, the exclusive technology development, consultancy and services agreement will expire on September 7, 2041. The remaining principal terms of the exclusive technology development, consultancy and services agreement are substantially similar to those under the Zhizhe Tianxia exclusive business cooperation agreement as set out above. Wuhan Xinyue entered into an exclusive business cooperation agreement with Wuhan Bofeng on July 31, 2023, the principal terms of which are substantially the same as those under the Zhizhe Tianxia exclusive business cooperation agreement as set out above. Shareholders’ Rights Entrustment Agreement and Powers of Attorney Pursuant to the shareholder’s rights entrustment agreement entered into among Mr. Yuan Zhou, Mr. Dahai Li, Zhizhe Sihai, and Zhizhe Tianxia on December 21, 2021 and the irrevocable power of attorney executed by each of Mr. Yuan Zhou and Mr. Dahai Li, who collectively holds 99% of the equity interests in Zhizhe Tianxia, on the same day, whereby each of Mr. Yuan Zhou and Mr. Dahai Li appointed Zhizhe Sihai or a director of its offshore holding company or his successor (including a liquidator replacing such director) as their exclusive agent and attorney to act on their behalf on all matters concerning Zhizhe Tianxia and its subsidiaries and to exercise all of its rights as a registered shareholder of Zhizhe Tianxia; such attorney cannot be the shareholder himself or another shareholder of Zhizhe Tianxia. These rights include (i) the right to propose, convene and attend shareholders’ meetings; (ii) the right to sell, transfer, pledge or dispose of shares; (iii) the right to exercise shareholders’ voting rights; and (iv) the right to appoint the legal representative (chairperson), the director, supervisor, the chief executive officer (or general manager) and other senior management members of Zhizhe Tianxia. The authorized person is entitled to sign minutes, file documents with the companies registry and exercise voting rights in Zhizhe Tianxia on behalf of each of Mr. Yuan Zhou and Mr. Dahai Li. As a result of the shareholders’ rights entrustment agreement and the powers of attorney, we, through Zhizhe Sihai, are able to exercise management control over the activities that most significantly impact the economic performance of Zhizhe Tianxia. The shareholders’ rights entrustment agreement and the powers of attorney shall automatically terminate once Zhizhe Sihai or its designee directly holds the entire equity interests in and/or the entire assets of Zhizhe Tianxia once permitted under the then PRC laws and Zhizhe Sihai or its designee is allowed to conduct the applicable businesses of Zhizhe Tianxia. The shareholders of Shanghai Pinzhi each entered into a power of attorney on September 7, 2021, in favor of Shanghai Zhishi, the principal terms of which are substantially similar to those under the Zhizhe Tianxia shareholders’ rights entrustment agreement and powers of attorney as set out above, except that the Shanghai Pinzhi power of attorney shall terminate upon the earlier of (a) the shareholder ceasing to be a shareholder of Shanghai Pinzhi and (b) when the attorney terminates such power of attorney by written notice to the shareholder. Wuhan Xinyue, the shareholders of Wuhan Xinyue and Wuhan Bofeng entered into a shareholder’s rights entrustment agreement on July 31, 2023, the principal terms of which are substantially similar to those under the Zhizhe Tianxia shareholders’ rights entrustment agreement as set out above. In addition, the shareholders of Wuhan Xinyue each entered into a power of attorney on July 31, 2023 in favor of Wuhan Bofeng, the principal terms of which are substantially the same as those under the Zhizhe Tianxia power of attorney as set out above. 100 Table of Contents Share Pledge Agreement Zhizhe Tianxia, Mr. Yuan Zhou, Mr. Dahai Li, and Zhizhe Sihai entered into a share pledge agreement on December 21, 2021, pursuant to which Mr. Yuan Zhou and Mr. Dahai Li will pledge all of their respective equity interests in Zhizhe Tianxia to Zhizhe Sihai as collateral security for any or all of their payments due to Zhizhe Sihai and to secure performance of their obligations under the exclusive business cooperation agreement, the exclusive option agreement, shareholders’ rights entrustment agreement and the powers of attorney. The share pledge agreement remains effective until (i) all obligations of Zhizhe Tianxia, Mr. Yuan Zhou and Mr. Dahai Li are satisfied in full; (ii) Zhizhe Sihai exercises its exclusive option to purchase the entire equity interests held by Mr. Yuan Zhou and Mr. Dahai Li and/or the entire assets of Zhizhe Tianxia pursuant to the exclusive option agreement when it is permitted to do so under the applicable PRC laws; (iii) Zhizhe Sihai exercises its unilateral and unconditional right of termination; or (iv) the share pledge agreement is required to be terminated in accordance with applicable PRC laws. Should an event of default occur, unless it is successfully resolved to Zhizhe Sihai’s satisfaction within 30 days upon being notified by Zhizhe Sihai, Zhizhe Sihai may demand that Zhizhe Tianxia immediately pay all outstanding payments due under the exclusive business cooperation agreement, repay any loans and make all other payments due to it, and/or dispose of the pledged equity interests and use the proceeds to repay any outstanding payments due to Zhizhe Sihai. Mr. Yuan Zhou and Mr. Dahai Li have pledged their equity interests in Zhizhe Tianxia to Zhizhe Sihai and registered such pledges with the PRC governmental authority pursuant to PRC laws and regulations. Shanghai Pinzhi, the shareholders of Shanghai Pinzhi, and Shanghai Zhishi entered into a share pledge agreement on September 7, 2021, which shall terminate upon all obligations of Shanghai Pinzhi and its shareholders under the exclusive technology development, consultancy and services agreement, the exclusive option agreement and the powers of attorney are satisfied in full. The remaining principal terms of this share pledge agreement are substantially similar to those under the Zhizhe Tianxia share pledge agreement as set out above. Wuhan Xinyue, the shareholders of Wuhan Xinyue and Wuhan Bofeng entered into a share pledge agreement on July 31, 2023, the principal terms of which are substantially the same as those under the Zhizhe Tianxia share pledge agreement as set out above. Agreements that provide us with the option to purchase the equity interests in and assets of the VIEs Exclusive Option Agreements Zhizhe Tianxia, Mr. Yuan Zhou, and Mr. Dahai Li entered into an exclusive option agreement with Zhizhe Sihai dated December 21, 2021, pursuant to which Zhizhe Sihai or its designee is granted an irrevocable and exclusive right to purchase all of the equity interest in and/or assets of Zhizhe Tianxia for a nominal price, unless the government authorities or the PRC laws request that another amount be used as the purchase price, in which case the purchase price shall be the lowest amount under such request. Subject to the PRC laws and regulations, Mr. Yuan Zhou and Mr. Dahai Li and/or Zhizhe Tianxia shall return any amount of purchase price they have received to Zhizhe Sihai or its designee. At Zhizhe Sihai’s request, Mr. Yuan Zhou and Mr. Dahai Li will promptly transfer their respective equity interests in and/or the relevant assets of Zhizhe Tianxia to Zhizhe Sihai or its designee after Zhizhe Sihai exercises its purchase right. Unless otherwise terminated early by Zhizhe Sihai through written notice, the exclusive option Agreement remains effective until when all the purchased equity interests and/or the relevant assets are transferred to Zhizhe Sihai and/or the designee and Zhizhe Sihai and its subsidiaries have the right to legally conduct the business of Zhizhe Tianxia according to the PRC law. During the term of the exclusive option agreement, Zhizhe Tianxia is not allowed to, and shall procure its subsidiaries not to, sell, transfer, mortgage or otherwise dispose of any of its assets (exceeding the value of RMB1 million) without the prior written consent of Zhizhe Sihai. In addition, Mr. Yuan Zhou and Mr. Dahai Li are not allowed to request for any distributions, gains or other form of profits sharing and should forgo such distributions, gains or any other form of profits sharing within the scope permitted by the PRC law. In the event that Mr. Yuan Zhou and/or Mr. Dahai Li receives any distribution from Zhizhe Tianxia and/or its subsidiaries and subject to the PRC laws, they must immediately pay or transfer such distribution to Zhizhe Sihai or its designee. If Zhizhe Sihai exercises its purchase right, all or any part of the equity interests in and/or assets of Zhizhe Tianxia acquired would be transferred to Zhizhe Sihai and the benefits of equity ownership and/or assets, as applicable, would flow to us and our Shareholders. 101 Table of Contents As provided in the exclusive option agreement, without the prior written consent of Zhizhe Sihai, Zhizhe Tianxia shall not, and shall procure its subsidiaries not to, among other things, (i) sell, transfer, pledge or dispose of in any manner any of its assets for a value more than RMB1 million; (ii) execute any material contract for a value more than RMB1 million, except any contracts in the ordinary course of business and any contracts entered into with any members of our group; (iii) provide any loan, financial support, pledge or guarantees in any form to any third party, or allow any third party create any pledge or other security interest on its assets or equity; (iv) incur, inherit, guarantee or allow any debt that is not incurred in the ordinary course of business of Zhizhe Tianxia or not disclosed and consented to by Zhizhe Sihai; (v) enter into any consolidation or merger with any third party, or acquire or invest in any third party; or (vi) increase or reduce its registered capital, or alter the structure of the registered capital in any other way. As such, the potential adverse effect on Zhizhe Sihai and us in the event of any loss suffered from Zhizhe Tianxia and/or its subsidiaries can be limited to a certain extent. Shanghai Pinzhi entered into an exclusive option agreement with Shanghai Zhishi on September 7, 2021, pursuant to which Shanghai Zhishi or its designee is granted an irrevocable and exclusive right to purchase all of the equity interest in and/or assets of Shanghai Pinzhi for RMB10 or the lowest amount allowed by PRC laws and regulations. The exclusive option agreement shall take effect from the date of signing and terminate when all the purchased equity interests and/or assets are transferred to Shanghai Zhishi or its designee. The remaining principal terms of the exclusive option agreement are substantially similar to those under the exclusive option agreement, except that the materiality threshold under the Shanghai Pinzhi exclusive option agreement for the corporate actions that require Shanghai Zhishi’s consent is RMB500 thousand. In 2024, we exercised the redemption right in connection with our investment arrangements with Shanghai Pinzhi to require Shanghai Pinzhi and its founders to repurchase our shareholding interest, as its performance did not meet certain criteria. The parties are currently resolving the pending disputes and litigations, and we may terminate the contractual arrangements with Shanghai Pinzhi and its subsidiaries if the disputes are settled. Wuhan Xinyue entered into an exclusive option agreement with Wuhan Bofeng on July 31, 2023, the principal terms of which are substantially the same as those under the Zhizhe Tianxia exclusive option agreement as set out above. D.Property, Plants and Equipment Our principal place of business is located in Beijing, China. As of March 31, 2026, we had 13 leases in effect for properties in Beijing and other cities in China with an aggregate gross floor area of over 15,837 square meters. These leases vary in duration from approximately 6 to 40 months. We also leased offices through flexible or shared office arrangements. Our leased properties in China serve as our offices and data centers. We believe that there is sufficient supply of properties in China, and thus we do not rely on existing leases for our business operations. As of March 31, 2026, one landlord of our leased properties in China had not provided us with valid title certificates or relevant authorization documents evidencing their rights to lease the properties to us. Consequently, if this lease is terminated as a result of challenges by third parties, we may not be able to continue to use the leased property. We believe that alternative premises are available at reasonable market rates if we were forced to relocate our premises which lack valid title certificates. Pursuant to the applicable PRC laws and regulations, property lease contracts must be registered with the local branches of the PRC Ministry of Housing and Urban Development. As of March 31, 2026, we had completed lease registration of one property, but not others, among the properties we leased in China, primarily due to the difficulty of procuring the landlords’ cooperation to register such leases. Our landlords will need to cooperate for the registration of such leases. Our PRC legal counsel has advised us that the lack of registration for the lease contracts will not affect the validity of such lease contracts under PRC law, and has also advised us that a maximum penalty of RMB10,000 may be imposed for each incident of noncompliance of lease registration requirements.