极氪美股招股说明书(2024-05-10版)

ZEEKR Intelligent Technology Holding LimitedRepresenting 210,000,000 Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, representing ordinaryshares of ZEEKR Intelligent Technology Holding Limited. We are offering a total of 21,000,000 ADSs.Each ADS represents ten of our ordinary shares, par value US$0.0002 per share, and may be evidenced byAmerican depositary receipts, or ADRs. Prior to this offering, there has been no public market for the ADSs or our ordinary shares. Theinitial public offering price is $21.0 per ADS. We have been approved to list our ADSs on the New YorkStock Exchange, or NYSE, under the symbol “ZK.” A number of our existing shareholders and third-party investors have subscribed for, and beenallocated by the underwriters, an aggregate of 14,285,713 ADSs in this offering, including (i) 12,900,952ADSs from Geely Auto, (ii) 476,190 ADSs from Mobileye, and (iii) 908,571 ADSs from CATL. Thesubscriptions for ADSs are at the initial public offering price and on the same terms as the other ADSsbeing offered in this offering. The underwriters will not receive any underwriting discounts orcommissions on any ADSs purchased by Geely Auto in this offering, but will receive the sameunderwriting discounts and commissions on any ADSs purchased by Mobileye and CATL as they will onany other ADSs sold to the public in this offering. We will be a “controlled company” within the meaning of the applicable rules of the NYSE becauseGeely Automobile Holdings Limited, or Geely Auto, will have (i) 55.3% of the total voting power of ourthen outstanding ordinary shares, assuming the underwriters do not exercise their over-allotment option,or (ii) 54.6% of the total voting power of our then outstanding ordinary shares, assuming the underwritersexercise their over-allotment option in full. See “Principal Shareholders” for details. Investors in the ADSs are not purchasing equity securities of our subsidiaries that have substantivebusiness operations, but instead are purchasing equity securities of a Cayman Islands holding company.ZEEKR Intelligent Technology Holding Limited, or ZEEKR Intelligent Technology, is a Cayman Islandsholding company that conducts its business operations primarily through a series of subsidiaries in China.ZEEKR Intelligent Technology controls these subsidiaries through Zhejiang ZEEKR IntelligentTechnology Co., Ltd., or Zhejiang ZEEKR, which in turn is wholly owned by its Hong Kong subsidiary,ZEEKR Technology Limited, or ZEEKR Technology. This structure involves unique risks to investors.For a detailed discussion of the associated risks, see “Prospectus Summary—Holding CompanyStructure” and “Prospectus Summary—Certain Risks Associated with Our Corporate Structure.”Throughout this prospectus, unless the context indicates otherwise, “ZEEKR Intelligent Technology”refers to ZEEKR Intelligent Technology Holding Limited, the holding company, and “we,” “us,” “ourcompany” or “our” refer to ZEEKR Intelligent Technology Holding Limited and its subsidiaries as agroup. We face various legal and operational risks and uncertainties as a company based in and primarilyoperating in China. Changes in China’s economic, political or social conditions or government policiescould have a material adverse effect on our business and operations. We could be adversely affected byuncertainties with respect to the Chinese legal system. Rules and regulations in China can change quicklywith little advance notice. In addition, the interpretation and enforcement of Chinese laws and regulationsinvolve additional uncertainties. Since administrative and court authorities in China have significantdiscretion in interpreting and implementing statutory provisions and contractual terms, it may be difficultto evaluate the outcome of administrative and court proceedings and the level of legal protection weenjoy. The Chinese government exerts substantial influence over the conduct of our business and mayintervene with or influence our operations as the government deems appropriate to further regulatory,political and societal goals. The Chinese government has recently published new policies thatsignificantly affected certain industries, and we cannot rule out the possibility that it will in the futurerelease regulations or policies regarding our industry that could adversely affect our business, financialcondition and results of operations. Furthermore, the Chinese government has recently exerted moreoversight and control over overseas securities offerings and other capital markets activities and foreigninvestment in China-based companies like us. Any such action, once taken by the Chinese government,could significantly limit or completely hinder our ability to offer or continue to offer securities toinvestors and cause the value of such securities to significantly decline or, in extreme cases, becomeworthless. See “Risk Factors—Risks Related to Doing Business in China—The PRC government exerts