As filed with the Securities and Exchange Commission on December 11, 2023
Registration No. 333-270316
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 4
TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNDER
THE SECURITIES ACT OF 1933
ZKH Group Limited
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
| Cayman Islands (State or other jurisdiction of incorporation or organization) | | | 5200 (Primary Standard Industrial Classification Code Number) | | | Not Applicable (I.R.S. Employer Identification Number) | |
7/F, Tower 4, Libao Plaza, No. 36 Shenbin Road
Minhang District, Shanghai 201106
People’s Republic of China
+86 (21) 5080-9696
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Minhang District, Shanghai 201106
People’s Republic of China
+86 (21) 5080-9696
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Cogency Global Inc.
112 East 42nd Street, 18th Floor
New York, NY 10168
(800) 221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
112 East 42nd Street, 18th Floor
New York, NY 10168
(800) 221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Haiping Li, Esq. Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F, Edinburgh Tower, The Landmark 15 Queen’s Road Central Hong Kong +852 3740-4700 | | | Yilin Xu, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 30/F, China World Office 2 No. 1, Jian Guo Men Wai Avenue Beijing, the People’s Republic of China +86 10-6535-5500 | | | Brian V. Breheny, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 1440 New York Avenue, N.W. Washington, D.C. 20005 (202) 371-7180 | | | David T. Zhang, Esq. Mengyu Lu, Esq. Steve Lin, Esq. Kirkland & Ellis LLP c/o 26th Floor, Gloucester Tower The Landmark 15 Queen’s Road Central Hong Kong +852 3761-3300 | |
Approximate date of commencement of proposed sale to the public:
as soon as practicable after the effective date of this registration statement.
as soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
†
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant files a further amendment which specifically states that this Registration Statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 4 is being filed solely for the purpose of filing exhibit 1.1 to this registration statement on Form F-1, or the Registration Statement, to reflect the updated filing status of such exhibit in Item 6 of Part II of the Registration Statement, and to amend and restate the exhibit index set forth in Part II of the Registration Statement. No changes have been made to the Registration Statement other than this explanatory note as well as revised versions of the cover page and Part II of the Registration Statement. This Amendment No. 4 does not contain copies of the prospectus included in the Registration Statement, which remains unchanged from Amendment No. 3 to the Registration Statement filed on December 8, 2023, and consists only of the cover page, this explanatory note and Part II of the Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.
The post-offering memorandum and articles of association that we expect to adopt and to become effective immediately prior to the completion of this offering provide that we shall indemnify our directors and officers (each an indemnified person) against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such indemnified person, other than by reason of such person’s own dishonesty, willful default or fraud, in or about the conduct of our company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including, without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such indemnified person in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere.
Pursuant to the indemnification agreements, the form of which is filed as Exhibit 10.3 to this registration statement, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.
The underwriting agreement, the form of which is filed as Exhibit 1.1 to this registration statement, will also provide indemnification for us and our officers and directors for certain liabilities.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
ITEM 7. RECENT SALES OF UNREGISTERED SECURITIES.
In the past three years, we have issued the following securities (including options to acquire our ordinary shares). We believe that each of the following issuances was exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act regarding transactions not involving a public offering or in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions. No underwriters were involved in these issuances of securities.
Securities/Purchaser | | | Date of Issuance | | | Number of Securities | | | Consideration | | |||
Ordinary Shares | | | | | | | | | | | | | |
Ogier Global Subscriber (Cayman) Limited | | | April 26, 2021 | | | | | 1 | | | | Nominal | |
Phoenix ZKH Limited | | | April 26, 2021 | | | | | 94,999 | | | | RMB3,021(1) | |
Phoenix ZKH Limited | | | December 30, 2021 | | | | | 890,582,378 | | | | RMB28,319,612(1) | |
ZKHer Wing Limited | | | December 30, 2021 | | | | | 187,927,002 | | | | RMB30,070,795(1) | |
June Rain Max Limited | | | December 30, 2021 | | | | | 50,000,000 | | | | RMB500,000(1) | |
SKY E&S LIMITED | | | December 30, 2021 | | | | | 20,000,000 | | | | RMB6,839,945(1) | |
Young Bie Limited | | | December 30, 2021 | | | | | 4,158,540 | | | | RMB1,422,209(1) | |
GSC ZKH Limited | | | December 30, 2021 | | | | | 4,158,540 | | | | RMB1,422,209(1) | |
Roger Yang Limited | | | December 30, 2021 | | | | | 4,158,540 | | | | RMB1,422,209(1) | |
II-1
Securities/Purchaser | | | Date of Issuance | | | Number of Securities | | | Consideration | | |||
Series Seed Preferred Shares | | | | | | | | | | | | | |
YIII LIMITED | | | December 30, 2021 | | | | | 57,541,800 | | | | RMB10,357,628(1) | |
Series A Preferred Shares | | | | | | | | | | | | | |
YSC Investment III (BVI) Limited | | | December 30, 2021 | | | | | 30,383,400 | | | | US$1,382,833 | |
Shandong Hongqiao Venture Capital Co., Ltd. | | | December 30, 2021 | | | | | 28,096,600 | | | | US$1,279,280 | |
Series A+ Preferred Shares | | | | | | | | | | | | | |
YSC Investment III (BVI) Limited | | | December 30, 2021 | | | | | 41,580,000 | | | | US$2,102,654 | |
Shandong He An Holdings Limited | | | December 30, 2021 | | | | | 14,300,000 | | | | RMB4,890,000(1) | |
Shandong Kerong Angel Venture Capital Partnership (L.P.) | | | December 30, 2021 | | | | | 28,600,000 | | | | US$1,447,366 | |
Series B Preferred Shares | | | | | | | | | | | | | |
Shanghai Xiuying Enterprise Management Consulting Partnership (Limited Partnership) | | | December 30, 2021 | | | | | 467,830,000 | | | | US$18,490,016 | |
Tembusu ZKH Holdings Limited | | | December 30, 2021 | | | | | 129,950,000 | | | | US$7,124,064 | |
Cowin ZKH I Limited | | | December 30, 2021 | | | | | 83,170,000 | | | | US$4,503,225 | |
Shenzhen Huiyou Chuangjia Venture Investment Partnership (L.P.) | | | December 30, 2021 | | | | | 32,469,000 | | | | US$1,800,400 | |
Mercury Qing Limited | | | December 30, 2021 | | | | | 20,790,000 | | | | RMB8,000,000(1) | |
Series B+ Preferred Shares | | | | | | | | | | | | | |
Gongqingcheng Yuanxi Investment Management Partnership (Limited Partnership) | | | December 30, 2021 | | | | | 164,391,000 | | | | US$15,697,597 | |
YSC Investment III (BVI) Limited | | | December 30, 2021 | | | | | 50,959,000 | | | | US$5,073,553 | |
Shanghai Xiuying Enterprise Management Consulting Partnership (Limited Partnership) | | | December 30, 2021 | | | | | 44,560,000 | | | | US$6,069,169 | |
Tembusu ZKH Holdings Limited | | | December 30, 2021 | | | | | 17,820,000 | | | | US$1,709,775 | |
Series C-1 Preferred Shares | | | | | | | | | | | | | |
INTERNET FUND IV PTE. LTD. | | | December 30, 2021 | | | | | 249,348,600 | | | | US$33,108,108 | |
YSC Investment II (BVI) Ltd. | | | December 30, 2021 | | | | | 142,484,900 | | | | US$18,892,658 | |
II-2
Securities/Purchaser | | | Date of Issuance | | | Number of Securities | | | Consideration | | |||
Shanghai Xiuying Enterprise Management Consulting Partnership (Limited Partnership) | | | December 30, 2021 | | | | | 137,991,600 | | | | US$18,319,339 | |
Tembusu ZKH Holdings Limited | | | December 30, 2021 | | | | | 74,995,500 | | | | US$9,973,689 | |
Series C-2 Preferred Shares | | | | | | | | | | | | | |
ALLIANCE FORCE LIMITED | | | December 30, 2021 | | | | | 178,106,200 | | | | US$23,769,522 | |
Suzhou Industrial Park Yuanhe Bingsheng Equity Investment Fund Partnership (L.P.) | | | December 30, 2021 | | | | | 83,479,200 | | | | US$11,224,057 | |
Shell Ventures Company Limited | | | December 30, 2021 | | | | | 68,446,300 | | | | US$9,521,743 | |
Ningbo Huichen Runze Investment Partnership (L.P.) | | | December 30, 2021 | | | | | 32,140,900 | | | | US$4,201,034 | |
X Adventure Fund I L.P. | | | December 30, 2021 | | | | | 10,686,400 | | | | US$1,418,916 | |
Series D-1 Preferred Shares | | | | | | | | | | | | | |
Tencent Mobility Limited | | | December 30, 2021 | | | | | 394,882,600 | | | | US$71,150,263 | |
YSC Investment II (BVI) Ltd. | | | December 30, 2021 | | | | | 73,054,100 | | | | US$13,106,923 | |
Shanghai Xiuying Enterprise Management Consulting Partnership (Limited Partnership) | | | December 30, 2021 | | | | | 56,547,200 | | | | US$10,525,345 | |
Jiaxing Shangqi Qixi Equity Investment Partnership (L.P.) | | | December 30, 2021 | | | | | 52,651,000 | | | | US$9,935,537 | |
Eastern Bell International XIII Limited | | | December 30, 2021 | | | | | 49,906,500 | | | | US$8,892,475 | |
Alliance Force Limited | | | December 30, 2021 | | | | | 36,361,400 | | | | US$6,811,513 | |
MC1 (Hong Kong) Limited | | | December 30, 2021 | | | | | 26,325,500 | | | | US$4,723,159 | |
X Adventure Fund I L.P. | | | December 30, 2021 | | | | | 15,795,300 | | | | US$2,837,833 | |
Series D-2 Preferred Shares | | | | | | | | | | | | | |
Skycus China Fund, L.P. | | | December 30, 2021 | | | | | 105,302,000 | | | | US$18,958,974 | |
Series E Preferred Shares | | | | | | | | | | | | | |
YF Hephaestus (HK) Limited | | | December 30, 2021 | | | | | 204,358,500 | | | | US$65,359,070 | |
EverestLu Holding Limited | | | December 30, 2021 | | | | | 129,803,400 | | | | US$44,492,560 | |
Stable Investment Corporation | | | December 30, 2021 | | | | | 116,776,300 | | | | US$37,941,617 | |
Tencent Mobility Limited | | | December 30, 2021 | | | | | 74,940,700 | | | | US$24,352,363 | |
Global Logistic Properties Jianfa (Xiamen) Equity Investment Funds Partnership (L.P.) | | | December 30, 2021 | | | | | 72,985,200 | | | | US$23,922,524 | |
II-3
Securities/Purchaser | | | Date of Issuance | | | Number of Securities | | | Consideration | | |||
YSC Investment III (BVI) Limited | | | December 30, 2021 | | | | | 58,388,200 | | | | US$18,920,926 | |
Internet Fund IV PTE. LTD. | | | December 30, 2021 | | | | | 29,194,100 | | | | US$9,459,459 | |
Eastern Bell International XIII Limited | | | December 30, 2021 | | | | | 29,194,100 | | | | US$9,381,503 | |
X Adventure Fund I L.P. | | | December 30, 2021 | | | | | 16,056,700 | | | | US$5,202,693 | |
Skycus China Fund, L.P. | | | December 30, 2021 | | | | | 14,597,000 | | | | US$4,739,743 | |
Cowin ZKH II Limited | | | December 30, 2021 | | | | | 14,597,000 | | | | US$4,744,134 | |
ALLIANCE FORCE LIMITED | | | December 30, 2021 | | | | | 14,597,000 | | | | US$4,829,158 | |
C&D No.3 Holdings Limited | | | December 30, 2021 | | | | | 14,597,000 | | | | US$4,823,559 | |
Cherry Tomatoes International Limited | | | December 30, 2021 | | | | | 13,137,300 | | | | US$4,256,740 | |
Series F Preferred Shares | | | | | | | | | | | | | |
Canada Pension Plan Investment Board | | | October 7, 2022 | | | | | 265,071,806 | | | | Conversion of US$150,000,000 Series F Convertible Promissory Note | |
Powhatan & Co., LLC fbo Fidelity Investment Trust: Fidelity Emerging Markets Fund | | | October 7, 2022 | | | | | 37,926,244 | | | | Conversion of US$21,461,870 Series F Convertible Promissory Note | |
Mag & Co fbo Fidelity Securities Fund: Fidelity Blue Chip Growth Fund | | | October 7, 2022 | | | | | 21,325,985 | | | | Conversion of US$12,068,042 Series F Convertible Promissory Note | |
Booth & CO. fbo Fidelity Investment Trust: Fidelity Emerging Asia Fund | | | October 7, 2022 | | | | | 8,603,093 | | | | Conversion of US$4,868,356 Series F Convertible Promissory Note | |
Mag & Co fbo Fidelity Advisor Series VIII: Fidelity Advisor Emerging Asia Fund | | | October 7, 2022 | | | | | 4,697,991 | | | | Conversion of US$2,658,520 Series F Convertible Promissory Note | |
Mag & Co fbo Fidelity Investment Trust: Fidelity China Region Fund | | | October 7, 2022 | | | | | 3,131,343 | | | | Conversion of US$1,771,978 Series F Convertible Promissory Note | |
Booth & Co FBO Fidelity Securities Fund: Fidelity Blue Chip Growth K6 Fund | | | October 7, 2022 | | | | | 2,521,782 | | | | Conversion of US$1,427,037 Series F Convertible Promissory Note | |
THISBE & Co: FBO Fidelity Far East Fund | | | October 7, 2022 | | | | | 2,497,950 | | | | Conversion of US$1,413,551 Series F Convertible Promissory Note | |
FLAPPER CO fbo FIAM Target Date Blue Chip Growth Commingled Pool | | | October 7, 2022 | | | | | 1,634,074 | | | | Conversion of US$924,697 Series F Convertible Promissory Note | |
Mag & Co fbo Fidelity Blue Chip Growth Commingled Pool | | | October 7, 2022 | | | | | 918,930 | | | | Conversion of US$520,008 Series F Convertible Promissory Note | |
II-4
Securities/Purchaser | | | Date of Issuance | | | Number of Securities | | | Consideration | | |||
THISBE & Co: FBO Fidelity Blue Chip Growth Institutional Trust | | | October 7, 2022 | | | | | 59,565 | | | | Conversion of US$33,707 Series F Convertible Promissory Note | |
ISLANDMOORING + CO fbo FMR Capital, Inc. Flex Pilot Portfolio | | | October 7, 2022 | | | | | 46,845 | | | | Conversion of US$26,509 Series F Convertible Promissory Note | |
Tencent Mobility Limited | | | October 7, 2022 | | | | | 34,742,078 | | | | Conversion of US$19,660,000 Series F Convertible Promissory Note | |
INTERNET FUND IV PTE. LTD. | | | October 7, 2022 | | | | | 8,835,727 | | | | Conversion of US$5,000,000 Series F Convertible Promissory Note | |
Note:
(1)
Represents consideration paid for the equity interests in ZKH Industrial Supply before the Restructuring. As a part of the Restructuring, ZKH Group Limited made share issuance in the form of share distribution to these shareholders and their respective designated affiliates in proportion to their shareholding in ZKH Industrial Supply.
Series F Convertible Promissory Note(1) | | | Date of Issuance | | | Consideration | |
Canada Pension Plan Investment Board | | | February 24, 2022 | | | US$150,000,000 | |
Fidelity Investment Trust: Fidelity Emerging Markets Fund | | | February 24, 2022 | | | US$21,461,870 | |
Fidelity Investment Trust: Fidelity China Region Fund | | | February 24, 2022 | | | US$1,771,978 | |
Fidelity Investment Trust: Fidelity Advisor Emerging Asia Fund | | | February 24, 2022 | | | US$2,658,520 | |
Fidelity Far East Fund | | | February 24, 2022 | | | US$1,413,551 | |
Fidelity Investment Trust: Fidelity Emerging Asia Fund | | | February 24, 2022 | | | US$4,868,356 | |
Fidelity Securities Fund: Fidelity Blue Chip Growth Fund | | | February 24, 2022 | | | US$12,068,042 | |
Fidelity Securities Fund: Fidelity Flex Large Cap Growth Fund | | | February 24, 2022 | | | US$26,509 | |
Fidelity Blue Chip Growth Commingled Pool | | | February 24, 2022 | | | US$520,008 | |
Fidelity Securities Fund: Fidelity Blue Chip Growth K6 Fund | | | February 24, 2022 | | | US$1,427,037 | |
Fidelity Blue Chip Growth Institutional Trust | | | February 24, 2022 | | | US$33,707 | |
FIAM Target Date Blue Chip Growth Commingled Pool | | | February 24, 2022 | | | US$924,697 | |
Tencent Mobility Limited | | | February 24, 2022 | | | US$19,660,000 | |
Internet Fund IV PTE. LTD. | | | February 24, 2022 | | | US$5,000,000 | |
Note:
(1)
Following the completion of the Restructuring, ZKH Group Limited issued an aggregate of 392,013,413 Series F Preferred Shares to Series F Convertible Investors or their respective designated affiliated in October 2022 as a result of full conversion of Series F Convertible Notes.
Share-Based Awards | | | Date of Issuance | | | Number of Securities Underlying Share-Based Awards | | | Consideration | | | | |
Certain directors, employees and consultants | | | January 7, 2021 to December 1, 2023 | | | 127,125,707 | | | Past and future services to us | | |
II-5
ITEM 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
See Exhibit Index beginning on page II-8 of this registration statement.
The agreements included as exhibits to this registration statement contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosure that was made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.
We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosure of material information regarding material contractual provisions is required to make the statements in this registration statement not misleading.
(b) Financial Statement Schedules
Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the Consolidated Financial Statements or the Notes thereto.
ITEM 9. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1)
For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2)
For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering.
For the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are
II-6
offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(1)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(2)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(3)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
II-7
ZKH Group Limited
Exhibit Index
| Exhibit Number | | | Description of Document | |
| 1.1 | | | | |
| 3.1† | | | | |
| 3.2† | | | | |
| 4.1† | | | | |
| 4.2† | | | | |
| 4.3† | | | | |
| 4.4† | | | | |
| 5.1† | | | | |
| 8.1† | | | | |
| 8.2† | | | | |
| 10.1† | | | | |
| 10.2† | | | | |
| 10.3† | | | | |
| 10.4† | | | | |
| 10.5† | | | | |
| 21.1† | | | | |
| 23.1† | | | | |
| 23.2† | | | | |
| 23.3† | | | | |
| 23.4† | | | | |
| 23.5† | | | | |
| 24.1† | | | | |
| 24.2† | | | | |
| 99.1† | | | | |
| 99.2† | | | | |
| 99.3† | | | | |
| 99.4† | | | | |
| 99.5† | | | | |
| 107† | | | |
†
Previously filed.
II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, China, on December 11, 2023.
ZKH Group Limited
By:
/s/ Long Chen
Name:
Long Chen
Title:
Chairman of the Board of Directors and Chief Executive Officer
II-9
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on December 11, 2023.
| Signature | | | Title | |
| /s/ Long Chen Long Chen | | | Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer) | |
| /s/ Chun Chiu Lai Chun Chiu Lai | | | Chief Financial Officer (Principal Financial and Accounting Officer) | |
| * Junyu Li | | | Director and Vice President | |
| * Shuangyi Chen | | | Director and Vice President | |
| * Fengyi Bie | | | Director and Vice President | |
| * Changxiang Yang | | | Director and Vice President | |
| * Xiaoyi Wu | | | Director | |
| * Yingchun Zhu | | | Director | |
| * Shan Lu | | | Director | |
| *By /s/ Long Chen Name: Long Chen Attorney-in-fact | | |
II-10
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of ZKH Group Limited has signed this registration statement or amendment thereto in New York, New York on December 11, 2023.
Authorized U.S. Representative
Cogency Global Inc.
By:
/s/ Colleen A. De Vries
Name: Colleen A. De Vries
Title: Senior Vice President
Title: Senior Vice President
II-11