Zhihu (ZH) 20-F 2021 FY Annual report (foreign)

Exhibit 4.13

Power of Attorney

I, Changjian Ma (nationality: People’s Republic of China, ID No.: ******************), the shareholder holding 27% of equity (“My Equity”) of Shanghai Biban Network Technology Co., Ltd. (the “Target Company”), do hereby irrevocably authorize Shanghai Paya Information Technology Co., Ltd. (the “WFOE”) or, as instructed by such WFOE, authorize the director elected by the board of directors of the overseas parent company designated by the WFOE or liquidator or other successor acting on behalf of the director (hereinafter referred to as the “Trustee”) to exercise any and all rights of shareholder of the Target Company entitled in accordance with the then existing and valid articles of association and transaction documents (as defined in the Share Pledge Agreement) of the Target Company and any applicable laws and regulations, and to exercise any right as a shareholder on my behalf in any and all matters of the Target Company, however, provided that the Trustee shall not be myself or any other shareholder of the Target Company. Such rights of shareholder shall include but is not limited to:

(1) To participate in the shareholders’ meeting of the Target Company, and to execute on my behalf any resolutions passed by any shareholders’ meeting; (2) To exercise all right as a shareholder entitled by me as prescribed by pertinent laws and the articles of association of the Target Company, including but not limited to voting rights, the right to sell, transfer, pledge or dispose whole or part of My Equity; (3) To elect, designate or appoint the legal representative, chairman of the board, directors, supervisors, general manager or other officers etc. of the Target Company as my authorized representative; and (4) To decide on the matters regarding the submission and registration of documents related to the Target Company to government authorities.

The Trustee is entitled to sign all documents which are required to be signed by me as specified in the Exclusive Option Agreement and the Share Pledge Agreement signed on November 9, 2021 (including the amendments, revisions or restatements of the above documents, collectively referred to as the "Transaction Agreements") with the Target Company, the WFOE and other parties on my behalf, and perform the Transaction Agreements as scheduled. The exercise of such right will not impose any restrictions on this Power of Attorney.

Any act of the Trustee relating to My Equity shall be deemed as the act of my own, and any document executed and signed by such Trustee shall be deemed as if duly executed and signed by myself. The Trustee may act at his own will or intention upon doing the said act without the need to obtain my prior consent. I do hereby acknowledge and ratify any such acts and/or documents done or executed by the Trustee.

Unless with my prior written consent, the Trustee has no power of delegation, it shall not delegate dealing of the aforesaid matters and exercise of My Equity to any other individual or entity, or transfer any right with respect to the said matters.

Provided that I am a shareholder of the Target Company, this Power of Attorney shall irrevocably become effective and remain valid as from the date of signing hereof unless otherwise instructed in writing by the Trustee. Once the Trustee notifies me in writing to terminate this Power of Attorney in whole or in part, I will immediately revoke the authorization and delegation

Power of Attorney

Exhibit 4.13

made to the Trustee hereby, and will immediately sign the power of attorney in the same format as this Power of Attorney, to make the authorization and delegation to other persons nominated by the Trustee with the same contents as this Power of Attorney.

Unless otherwise specified herein, the Trustee is entitled to allocate, employ or otherwise dispose any cash earnings/dividends or other non-cash gains (if any) incurred by My Equity as directed by me in writing.

This Power of Attorney shall take effect from the date of execution hereof and shall be valid until the earlier of: (a) the day I’m no longer the nominal or actual shareholder of the Target Company; (b) the day on which the Trustee requests in writing to terminate the entrustment hereof.

During the validity period of this Power of Attorney, I hereby waive all rights related to My Equity that have been authorized to the Trustee through this Power of Attorney, and will no longer exercise such rights by myself.

Any dispute arising out of or in connection with this Power of Attorney shall be solved and governed by the laws of People’s Republic of China. Any dispute arising out of interpretation or performance hereof shall first be settled by the parties upon amicable consultation. In case no agreement can be reached by the parties within thirty (30) days from the day requested by either party to solve the dispute by mutual consultation, such dispute may be submitted by either party to the China International Economic and Trade Arbitration Commission for arbitration in accordance with the then effective rules of arbitration. The place of arbitration shall be Beijing, and the language of arbitration shall be Chinese. The arbitration award shall be final and binding upon the parties. After the arbitration award becomes effective, either party shall be entitled to apply to the court with jurisdiction for enforcement of arbitration award. The arbitral tribunal may award the indemnity in respect of the equity interests, assets or property interests of the Target Company, award injunctive relief in respect of the relevant business or compulsory asset transfer, or order the Target Company to go bankrupt. If necessary, before making a final ruling on the disputes between the parties, the arbitration institution shall be entitled to rule that the breaching party should immediately stop the breach of contract or that the breaching party should not engage in any act that may further expand the losses suffered by the WFOE. The courts of Hong Kong, the Cayman Islands or other courts with jurisdiction (the court where the domicile of the Target Company is located, and the court where the main assets of the Target Company or the WFOE are located shall be deemed to have jurisdiction) shall also be entitled to grant or enforce the award of arbitral tribunal, to award or enforce provisional relief for the equity interest or property interest of the Target Company, and to make an award or judgment to give provisional relief to the party initiating arbitration while awaiting the formation of arbitral tribunal or in other appropriate circumstances, such as an award or judgment that the breaching party should immediately stop the breach of contract or that the breaching party should not engage in any act that may further expand the losses suffered by the WFOE.

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Power of Attorney

There is no text in this page. It is the signature page for the Power of Attorney.

Authorized by: Changjian Ma
Signature:	/s/ Changjian Ma
Date:	November 9, 2021

Power of Attorney

Power of Attorney

I, Wenjing Zhao (nationality: People’s Republic of China, ID No.: ******************), the shareholder holding 18% of equity (“My Equity”) of Shanghai Biban  Network Technology Co., Ltd. (the “Target Company”), do hereby irrevocably authorize Shanghai Paya Information Technology Co., Ltd. (the “WFOE”) or, as instructed by such WFOE, authorize the director elected by the board of directors of the overseas parent company designated by the WFOE or liquidator or other successor acting on behalf of the director (hereinafter referred to as the “Trustee”) to exercise any and all rights of shareholder of the Target Company entitled in accordance with the then existing and valid articles of association and transaction documents (as defined in the Share Pledge Agreement) of the Target Company and any applicable laws and regulations, and to exercise any right as a shareholder on my behalf in any and all matters of the Target Company, however, provided that the Trustee shall not be myself or any other shareholder of the Target Company. Such rights of shareholder shall include but is not limited to:

(1) To participate in the shareholders’ meeting of the Target Company, and to execute on my behalf any resolutions passed by any shareholders’ meeting; (2) To exercise all right as a shareholder entitled by me as prescribed by pertinent laws and the articles of association of the Target Company, including but not limited to voting rights, the right to sell, transfer, pledge or dispose whole or part of My Equity; (3) To elect, designate or appoint the legal representative, chairman of the board, directors, supervisors, general manager or other officers etc. of the Target Company as my authorized representative; and (4) To decide on the matters regarding the submission and registration of documents related to the Target Company to government authorities.

The Trustee is entitled to sign all documents which are required to be signed by me as specified in the Exclusive Option Agreement and the Share Pledge Agreement signed on November 9, 2021 (including the amendments, revisions or restatements of the above documents, collectively referred to as the "Transaction Agreements") with the Target Company, the WFOE and other parties on my behalf, and perform the Transaction Agreements as scheduled. The exercise of such right will not impose any restrictions on this Power of Attorney.

Any act of the Trustee relating to My Equity shall be deemed as the act of my own, and any document executed and signed by such Trustee shall be deemed as if duly executed and signed by myself. The Trustee may act at his own will or intention upon doing the said act without the need to obtain my prior consent. I do hereby acknowledge and ratify any such acts and/or documents done or executed by the Trustee.

Unless with my prior written consent, the Trustee has no power of delegation, it shall not delegate dealing of the aforesaid matters and exercise of My Equity to any other individual or entity, or transfer any right with respect to the said matters.

Provided that I am a shareholder of the Target Company, this Power of Attorney shall irrevocably become effective and remain valid as from the date of signing hereof unless otherwise instructed in writing by the Trustee. Once the Trustee notifies me in writing to terminate this Power of Attorney in whole or in part, I will immediately revoke the authorization and delegation

Power of Attorney

made to the Trustee hereby, and will immediately sign the power of attorney in the same format as this Power of Attorney, to make the authorization and delegation to other persons nominated by the Trustee with the same contents as this Power of Attorney.

Unless otherwise specified herein, the Trustee is entitled to allocate, employ or otherwise dispose any cash earnings/dividends or other non-cash gains (if any) incurred by My Equity as directed by me in writing.

This Power of Attorney shall take effect from the date of execution hereof and shall be valid until the earlier of: (a) the day I’m no longer the nominal or actual shareholder of the Target Company; (b) the day on which the Trustee requests in writing to terminate the entrustment hereof.

During the validity period of this Power of Attorney, I hereby waive all rights related to My Equity that have been authorized to the Trustee through this Power of Attorney, and will no longer exercise such rights by myself.

Any dispute arising out of or in connection with this Power of Attorney shall be solved and governed by the laws of People’s Republic of China. Any dispute arising out of interpretation or performance hereof shall first be settled by the parties upon amicable consultation. In case no agreement can be reached by the parties within thirty (30) days from the day requested by either party to solve the dispute by mutual consultation, such dispute may be submitted by either party to the China International Economic and Trade Arbitration Commission for arbitration in accordance with the then effective rules of arbitration. The place of arbitration shall be Beijing, and the language of arbitration shall be Chinese. The arbitration award shall be final and binding upon the parties. After the arbitration award becomes effective, either party shall be entitled to apply to the court with jurisdiction for enforcement of arbitration award. The arbitral tribunal may award the indemnity in respect of the equity interests, assets or property interests of the Target Company, award injunctive relief in respect of the relevant business or compulsory asset transfer, or order the Target Company to go bankrupt. If necessary, before making a final ruling on the disputes between the parties, the arbitration institution shall be entitled to rule that the breaching party should immediately stop the breach of contract or that the breaching party should not engage in any act that may further expand the losses suffered by the WFOE. The courts of Hong Kong, the Cayman Islands or other courts with jurisdiction (the court where the domicile of the Target Company is located, and the court where the main assets of the Target Company or the WFOE are located shall be deemed to have jurisdiction) shall also be entitled to grant or enforce the award of arbitral tribunal, to award or enforce provisional relief for the equity interest or property interest of the Target Company, and to make an award or judgment to give provisional relief to the party initiating arbitration while awaiting the formation of arbitral tribunal or in other appropriate circumstances, such as an award or judgment that the breaching party should immediately stop the breach of contract or that the breaching party should not engage in any act that may further expand the losses suffered by the WFOE.

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Power of Attorney

There is no text in this page. It is the signature page for the Power of Attorney.

Authorized by: Wenjing Zhao
Signature:	/s/ Wenjing Zhao
Date:	November 9, 2021

Power of Attorney

Power of Attorney

The Company, Nanjing Zhixin Technology Co., Ltd., a limited liability company legally established and validly existing according to the laws of China, with the Unified Social Credit Code of ****************, the shareholder holding 55% of equity (the “Company’s Equity”) of Shanghai Biban Network Technology Co., Ltd. (the “Target Company”), does hereby irrevocably authorize Shanghai Paya Information Technology Co., Ltd. (the “WFOE”) or, as instructed by such WFOE, authorize the director elected by the board of directors of the overseas parent company designated by the WFOE or liquidator or other successor acting on behalf of the director (hereinafter referred to as the “Trustee”) to exercise any and all rights of shareholder of the Target Company entitled in accordance with the then existing and valid articles of association and transaction documents (as defined in the Share Pledge Agreement) of the Target Company and any applicable laws and regulations, and to exercise any right as a shareholder on the Company’s behalf in any and all matters of the Target Company, however, provided that the Trustee shall not be the Company or any other shareholder of the Target Company. Such rights of shareholder shall include but is not limited to:

The WFOE is authorized to act as the sole and exclusive agent and authorizer of the Company and have the full authority to exercise the rights in the name of the Company regarding the matters of the Company's Equity, including but not limited to the following: (1) To participate in the shareholders’ meeting of the Target Company, and to execute on the behalf of the Company any resolutions passed by any shareholders’ meeting; (2) To exercise any and all right as a shareholder entitled by the Company as prescribed by pertinent laws and the articles of association of the Target Company, including but not limited to voting rights, the right to sell, transfer, pledge or dispose whole or part of the Company’s Equity; (3) To elect, designate or appoint the legal representative, chairman of the board, directors, supervisors, general manager or other officers etc. of the Target Company as the authorized representative of the Company; and (4) To decide on the matters regarding the submission and registration of documents related to the Target Company to government authorities.

The Trustee is entitled to sign all documents which are required to be signed by the Company as specified in the Exclusive Option Agreement and the Share Pledge Agreement signed on November 9, 2021 (including the amendments, revisions or restatements of the above documents, collectively referred to as the "Transaction Agreements") with the Target Company, the WFOE and other parties on the behalf of the Company, and perform the Transaction Agreements as scheduled. The exercise of such right will not impose any restrictions on this Power of Attorney.

Any act of the Trustee relating to the Company’s Equity shall be deemed as the Company’s own act, and any document executed and signed by such Trustee shall be deemed as if duly executed and signed by the Company. The Trustee may act at his own will or intention upon doing the said act without the need to obtain the Company’s prior consent. The Company does hereby acknowledge and ratify any such acts and/or documents done or executed by the Trustee.

Power of Attorney

Unless with the Company’s prior written consent, the Trustee has no power of delegation, it shall not delegate dealing of the aforesaid matters and exercise of the Company’s Equity to any other individual or entity, or transfer any right with respect to the said matters.

Provided that the Company is a shareholder of the Target Company, this Power of Attorney shall irrevocably become effective and remain valid as from the date of signing hereof unless otherwise instructed in writing by the Trustee. Once the Trustee notifies the Company in writing to terminate this Power of Attorney in whole or in part, the Company will immediately revoke the authorization and delegation made to the Trustee hereby, and will immediately sign the power of attorney in the same format as this Power of Attorney, to make the authorization and delegation in writing to the Trustee or other persons nominated by the Trustee with the same contents as this Power of Attorney.

Unless otherwise specified herein, the Trustee is entitled to allocate, employ or otherwise dispose any cash earnings/dividends or other non-cash gains (if any) incurred by the Company’s Equity as directed by the Company in writing.

This Power of Attorney shall take effect from the date of execution hereof and shall be valid until the earlier of: (a) the day the Company is no longer the nominal or actual shareholder of the Target Company; (b) the day on which the Trustee requests in writing to terminate the entrustment hereof.

During the validity period of this Power of Attorney, the Company hereby waives all rights related to the Company’s Equity that have been authorized to the Trustee through this Power of Attorney, and will no longer exercise such rights by itself.

Any dispute arising out of or in connection with this Power of Attorney shall be solved and governed by the laws of People’s Republic of China. Any dispute arising out of interpretation or performance hereof shall first be settled by the parties upon amicable consultation. In case no agreement can be reached by the parties within thirty (30) days from the day requested by either party to solve the dispute by mutual consultation, such dispute may be submitted by either party to the China International Economic and Trade Arbitration Commission for arbitration in accordance with the then effective rules of arbitration. The place of arbitration shall be Beijing, and the language of arbitration shall be Chinese. The arbitration award shall be final and binding upon the parties. After the arbitration award becomes effective, either party shall be entitled to apply to the court with jurisdiction for enforcement of arbitration award. The arbitral tribunal may award the indemnity in respect of the equity interests, assets or property interests of the Target Company, award injunctive relief in respect of the relevant business or compulsory asset transfer, or order the Target Company to go bankrupt. If necessary, before making a final ruling on the disputes between the parties, the arbitration institution shall be entitled to rule that the breaching party should immediately stop the breach of contract or that the breaching party should not engage in any act that may further expand the losses suffered by the WFOE. The courts of Hong Kong, the Cayman Islands or other courts with jurisdiction (the court where the domicile of the Target Company is located, and the court where the main assets of the Target Company or the WFOE are located shall be deemed to have jurisdiction) shall also be entitled to grant or enforce the award of arbitral tribunal, to award or enforce provisional relief for the equity interest or property interest of the

Power of Attorney

Target Company, and to make an award or judgment to give provisional relief to the party initiating arbitration while awaiting the formation of arbitral tribunal or in other appropriate circumstances, such as an award or judgment that the breaching party should immediately stop the breach of contract or that the breaching party should not engage in any act that may further expand the losses suffered by the WFOE.

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Power of Attorney

There is no text in this page. It is the signature page for the Power of Attorney.

Authorized by: Nanjing Zhixin Technology Co., Ltd. (Seal)
Signature of Authorized Representative:	/s/ Ning Zhang
Position:	Legal Representative
Date:	November 9, 2021

Signature Page for the Power of Attorney