震坤行 2025年年度报告和过渡报告

(Mark One) ZKH Group Limited(Exact name of Registrant as specified in its charter) Securities registered or to be registered pursuant to Section 12(b) of the Act: Table of Contents Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered bythe annual report. As of December 31, 2024, there were5,601,860,619ordinary shares outstanding, par value of US$0.0000001 per share, being the sumof 1,042,394,860 Class B ordinary shares, par value of US$0.0000001 per share and 4,559,465,759 Class A ordinary shares (excludingtreasury shares and ordinary shares that had been issued and reserved for the purpose of our share incentive plans as of December31, 2024), par value of US$0.0000001 per share. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☐Yes☒No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or15(d) of the Securities Exchange Act of 1934.☐Yes☒No Note–Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities ExchangeAct of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registranthas elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuantto Section 13(a) of the Exchange Act.☒ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to itsAccounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: International Financial Reporting Standards as issued by theInternational Accounting Standards Board☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant haselected to follow.☐Item 17☐Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐Yes☒No Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of theSecurities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.☐Yes☐No TABLE OF CONTENTS PageINTRODUCTION1FORWARD-LOOKING INFORMATION3PART I4ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS4ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE4ITEM 3.KEY INFORMATION4ITEM 4.INFORMATION ON THE COMPANY66ITEM4A.UNRESOLVED STAFF COMMENTS101ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS101ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES117ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS128ITEM 8.FINANCIAL INFORMATION128ITEM 9.THE OFFER AND LISTING129ITEM 10.ADDITIONAL INFORMATION129ITEM 11.QUANTITATIVE AND