震坤行美股招股说明书(2023-12-15版)

Representing 140,000,000 Class A Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, of ZKH Group Limited. ZKH Group Limited isoffering 4,000,000 American depositary shares, or ADSs. Each ADS represents thirty-five (35) of the Class A ordinary sharesof ZKH Group Limited, par value US$0.0000001 per share. Prior to this offering, there has been no public market for the ADSs or the Class A ordinary shares of ZKH GroupLimited. Following the completion of this offering, our issued and outstanding share capital will consist of Class A ordinaryshares and Class B ordinary shares, and we will be a “controlled company” as defined under the NYSE corporate governancelisting standards because Mr. Long Chen, our chairman of board of directors and chief executive officer, holds at least 50% ofour total voting power. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for votingand conversion rights. Each Class A ordinary share is entitled to one vote per share, while each Class B ordinary share isentitled to 25 votes per share. Holders of Class A and Class B ordinary shares will vote together as one class on all mattersthat require a shareholders’ vote. Each Class B ordinary share is convertible into one Class A ordinary share at any time bythe holder thereof, while each Class A ordinary shares is not convertible into Class B ordinary shares under anycircumstance. See “Description of Share Capital.” Following the completion of this offering, certain executive officers, anemployee and an employee shareholding platform of our company (collectively, the “Management Shareholders”) willbeneficially own all of our issued Class B ordinary shares. Mr. Long Chen, will beneficially own 15.8% of our total ordinaryshares on an as-converted basis and 66.5% of the aggregate voting power, assuming the underwriters do not exercise theiroption to purchase additional ADSs. The Management Shareholders, as a group, will beneficially own 20.7% of our totalordinary shares on an as-converted basis and 86.7% of the aggregate voting power, assuming the underwriters do notexercise their option to purchase additional ADSs. Each of the shareholding entities of the Management Shareholders otherthan Mr. Long Chen will execute an irrevocable proxy and power of attorney, pursuant to which the voting rights of all Class Bordinary shares held by it will be irrevocably and fully delegated to Mr. Long Chen. As a result of the dual-class sharestructure, the delegation of voting rights and the concentration of ownership, Mr. Long Chen will have the ability to determineall matters requiring approval by shareholders of ZKH Group Limited, except that holders of Class B ordinary shares shallabstain from voting in the event that ZKH Group Limited seeks its shareholders’ approval with respect to any amendment ofits Amended and Restated 2022 Stock Incentive Plan. See “Principal Shareholders.” Certain existing shareholders have subscribed for, and have been allocated by the underwriters, an aggregate of967,000 ADSs being offered in this offering at the initial public offering price and on the same terms as the other ADSs beingoffered in this offering, including (i) 645,000 ADSs from Canada Pension Plan Investment Board and (ii) 322,000 ADSs fromTencent Mobility Limited, which represents 24.2% of the number of the ADSs being offered in this offering, assuming theunderwriters do not exercise their over-allotment option to purchase additional ADSs. The underwriters will receive the sameunderwriting discounts and commissions on any ADSs purchased by such parties as they will on any other ADSs sold to thepublic in this offering. See “Underwriting.” We are an “emerging growth company” under applicable U.S. federal securities laws and are eligible for reduced publiccompany reporting requirements. Investing in the ADSs involves risks. See “Risk Factors” beginning on page 24 for additional information and factors youshould consider before buying the ADSs. ZKH Group Limited is not a Chinese operating company but a Cayman Islands holding company with operationsprimarily conducted through our PRC subsidiaries. Under this holding company structure, investors in the ADSs arepurchasing equity interests in the Cayman Islands holding company and obtaining indirect ownership interests in the Chineseoperating companies. This holding company structure involves unique risks to investors and investors may never hold equityinterests in our Chinese operating companies. While we do not operate in an industry that is currently subject to foreignownership limitations in China, PRC regulatory authorities could decide to limit foreign ownership in our industry in the future,in which case there could be a risk that we would be unable to do business in China as we are currently structured. In suchevent, despite our efforts to restructure to comply with the then applicable PRC laws and regulations in order to conti