0001104659-23-124636.txt : 20231208 0001104659-23-124636.hdr.sgml : 20231208 20231208153010 ACCESSION NUMBER: 0001104659-23-124636 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20231208 DATE AS OF CHANGE: 20231208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZKH Group Ltd CENTRAL INDEX KEY: 0001862044 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-BUILDING MATERIALS, HARDWARE, GARDEN SUPPLY [5200] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-41885 FILM NUMBER: 231475213 BUSINESS ADDRESS: STREET 1: 7/F, TOWER 4, LIBAO PLAZA STREET 2: NO. 36 SHENBIN ROAD, MINHANG DISTRICT CITY: SHANGHAI STATE: F4 ZIP: 201106 BUSINESS PHONE: 86 21 50809696 MAIL ADDRESS: STREET 1: 7/F, TOWER 4, LIBAO PLAZA STREET 2: NO. 36 SHENBIN ROAD, MINHANG DISTRICT CITY: SHANGHAI STATE: F4 ZIP: 201106 8-A12B 1 tm228516d29_8a12b.htm 8-A12B

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

ZKH Group Limited

(Exact name of registrant as specified in its charter)

Cayman Islands	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
7/F, Tower 4, Libao Plaza, No.36 Shenbin Road Minhang District, Shanghai People’s Republic of China +86 (21) 5080-9696	201106
(Address of principal executive offices)	(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered		Name of each exchange on which each class is to be registered
American depositary shares, each representing 35 Class A ordinary shares		The New York Stock Exchange
Class A ordinary shares, par value US$0.0000001 per share*		The New York Stock Exchange*

Not for trading, but only in connection with the listing of the American depositary shares on the New York Stock Exchange. The American depositary shares represent Class A ordinary shares and are being registered under the Securities Act of 1933, as amended, pursuant to a separate Registration Statement on Form F-6. Accordingly, the American depositary shares are exempt from the operation of Section 12(a) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12a-8.

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

Securities Act registration statement or Regulation A offering statement file number to which this form relates:

333-270316 (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act:

None.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.

Description of Registrant’s Securities to be Registered.

The description of the securities being registered is set forth under “Description of Share Capital” and “Description of American Depositary Shares” in the Registrant’s registration statement on Form F-1 (File No. 333-270316), originally filed with the Securities and Exchange Commission on March 7, 2023, as amended, including any form of prospectus contained therein pursuant to Rule 424(b) under the Securities Act of 1933, which description and prospectus are incorporated herein by reference. Copies of such description will be filed with the New York Stock Exchange.

Item 2.

Exhibits.

No exhibits are required to be filed as the securities being registered on this form (1) are being registered on an exchange on which no other securities of the Registrant are registered, and (2) are not being registered pursuant to Section 12(g) of the Exchange Act.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

ZKH Group Limited

By:	/s/ Long Chen
	Name:	Long Chen
	Title:	Chairman of the Board of Directors and Chief Executive Officer

Dated: December 8, 2023