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                               June 22, 2022

       Long Chen
       Chief Executive Officer
       ZKH Group Limited
       7/F, Tower 4, Libao Plaza, No. 36 Shenbin Road
       Minhang District, Shanghai 201106
       People   s Republic of China

                                                        Re: ZKH Group Limited
                                                            Amendment No. 1 to
Draft Registration Statement on Form F-1
                                                            Submitted May 31,
2022
                                                            CIK No. 0001862044

       Dear Mr. Chen:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted
May 31, 2022

       Cover Page

   1.                                                   We note your response
to our prior comment 1 and reissue. Please refer to the fifth
                                                        paragraph of the
prospectus cover page. Please disclose that your holding company
                                                        structure involves
unique risks to investors and that investors may never hold equity
                                                        interests in your
Chinese operating companies. Revise your disclosure to acknowledge
                                                        that Chinese regulatory
authorities could disallow your holding company structure, which
                                                        would likely result in
a material change in your operations and/or a material change in the
                                                        value of the securities
you are registering for sale, including that it could cause the value
                                                        of such securities to
significantly decline or become worthless. Provide a cross-reference
 Long Chen
ZKH Group Limited
June 22, 2022
Page 2
         to your detailed discussion of risks facing the company and the
offering as a result of this
         structure.
2.       We reissue our prior comment 3. Clearly disclose how you will refer to
the holding
         company and subsidiaries when providing the disclosure throughout the
document so that
         it is clear to investors which entity the disclosure is referencing
and which subsidiaries or
         entities are conducting the business operations. Disclose clearly the
entity (including the
         domicile) in which investors are purchasing an interest.
3.       We reissue our prior comment 4 in part. State whether any transfers,
dividends, or
         distributions have been made to date between the holding company and
its subsidiaries, or
         to investors, and quantify the amounts where applicable. If no such
transfers, dividends, or
         distributions have been made to date, so state. In this regard, it
appears you have limited
         your disclosure to the periods covered by the financial statements.
Provide cross-
         references to the consolidated financial statements. Make conforming
edits to your
         prospectus summary.
4.       We note your revised disclosure in response to our prior comment 5.
Please include a
         cross reference on your cover page to your discussion on the
limitations on your ability to
         transfer cash in your prospectus summary.
5.       We note your disclosure in response to our prior comment 7 that
transfers of cash across
         your organization are subject to internal report and approval process.
Summarize the
         policies on your cover page and in the prospectus summary, and
disclose the source of
         such policies (e.g., whether they are contractual in nature, pursuant
to regulations,
         etc.). Provide a cross reference on the cover page to the discussion
of this issue in the
         prospectus summary.
Prospectus Summary
Permissions Required from the PRC Authorities for Our Operations, page 7

6.       We note your response to our prior comment 13 and reissue. The
disclosure in this section
         should not be qualified by materiality. Please make appropriate
revisions to your
         disclosure.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
90

7.     We have reviewed your response to comment 21. Please tell us how GMV
differs from
       revenue as both appear to represent the value of orders placed and
shipped to customers,
       net of returns. In particular, please tell us how the disclosure on page
116 which states that
FirstName LastNameLong Chen
       the GMV from the marketplace model is 302.9 million RMB in 2020, and
914.6 million
Comapany
       RMBNameZKH        Group Limited
              in 2021 compares    to the disclosure on page F-32 which states
the service
       revenue   was
June 22, 2022 Page 2 40.8  million RMB in 2020 and 116.7 million RMB in 2021.
FirstName LastName
 Long Chen
FirstName
ZKH GroupLastNameLong Chen
            Limited
Comapany
June       NameZKH Group Limited
     22, 2022
June 22,
Page 3 2022 Page 3
FirstName LastName
8.       We note your disclosure on page 98 that your gross margin decreased
from 14.5% in 2020
         to 13.6% in 2021, which was primarily a result of the purchase price
increase of MRO
         products driven by the price increase of raw materials of MRO
products, such as lubricant,
         adhesive, fasteners, wire and cable. Please clarify whether these
price increases were a
         result of inflationary pressures, and if so, expand to identify the
principal factors
         contributing to the inflationary pressures the company has experienced
and clarify the
         resulting impact to the company. Identify actions planned or taken, if
any, to mitigate
         these inflationary pressures.
9.       We note that you have experienced supply chain disruptions. Specify
whether these
         challenges have materially impacted your results of operations or
capital resources and
         quantify, to the extent possible, how your sales, profits, and/or
liquidity have been
         impacted. Discuss known trends or uncertainties resulting from
mitigation efforts
         undertaken, if any. Explain whether any mitigation efforts introduce
new material risks,
         including those related to product quality, reliability, or regulatory
approval of products.
Notes to Consolidated Financial Statement
21. Share-based compensation, page F-46

10.      Please tell us who the 100,000,000 restricted shares were issued to
for nominal
         consideration on December 30, 2021.
11.      Once you have an estimated offering price or range, please explain to
us how you
         determined the fair value of the common stock underlying your equity
issuances and the
         reasons for any differences between the recent valuations of your
common stock leading
         up to the IPO and the estimated offering price. This information will
help facilitate our
         review of your accounting for equity issuances including stock
compensation and
         beneficial conversion features.
       You may contact Blaise Rhodes at 202-551-3774 or Angela Lumley at
202-551-3398 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Taylor Beech at 202-551-4515 or Donald Field at 202-551-3680 with any
other
questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of Trade
& Services
cc:      Brian V. Breheny, Esq.