ZKH 6-K 2024 - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2024

Commission File Number: 001-41885

ZKH Group Limited

7/F, Tower 4, Libao Plaza, No. 36 Shenbin Road

Minhang District, Shanghai 201106

People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F      x         Form 40-F     ¨

Exhibit Index

Exhibit 99.1 – Press Release

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ZKH GROUP LIMITED
By	:	/s/ Chun Chiu Lai
Name	:	Chun Chiu Lai
Title	:	Chief Financial Officer

Date: March 19, 2024

Exhibit 99.1

ZKH Group Limited Announces Fourth Quarter andFiscal Year 2023 Unaudited Financial Results

SHANGHAI, China, March 19, 2024 – ZKH Group Limited (“ZKH” or the “Company”) (NYSE: ZKH), a leading maintenance, repair and operations (“MRO”) procurement service platform in China, today announced its unaudited financial results for the fourth quarter and fiscal year ended December 31, 2023.

Fourth Quarter and Fiscal Year 2023 Operationaland Financial Highlights

	Fourth Quarter									Fiscal Year
	2022			2023			Change			2022			2023			Change
	(in<br> thousand RMB, except for days, percentage and basis points (“bps”))
GMV^1^		2,669,138			3,207,139			20.2	%		9,372,961			11,083,035			18.2	%
GMV by Platform
ZKH Platform		2,457,580			2,907,077			18.3	%		8,563,478			10,112,872			18.1	%
GBB Platform		211,558			300,062			41.8	%		809,483			970,163			19.8	%
GMV by Business Model
Product Sales (1P)		2,173,506			2,321,861			6.8	%		7,928,804			8,336,846			5.1	%
Marketplace (3P)		495,632			885,279			78.6	%		1,444,159			2,746,189			90.2	%
Number of Customers		36,401			42,220			16.0	%		58,004			66,562			14.8	%
ZKH Platform		26,319			31,174			18.4	%		40,495			48,211			19.1	%
GBB Platform		10,082			11,046			9.6	%		17,509			18,351			4.8	%
Net Revenue^2^		2,259,750			2,443,961			8.2	%		8,315,236			8,721,175			4.9	%
Gross Profit		376,265			417,151			10.9	%		1,317,670			1,452,434			10.2	%
% of Net Revenue		16.7	%		17.1	%		41.8	bps		15.8	%		16.7	%		80.8	bps
Operating Loss		(89,078	)		(6,779	)		-92.4	%		(685,706	)		(398,724	)		-41.9	%
% of Net Revenue		-3.9	%		-0.3	%		366.5	bps		-8.2	%		-4.6	%		367.4	bps
Non-GAAP EBITDA^3^		(56,741	)		43,272			-176.3	%		(561,337	)		(211,896	)		-62.3	%
% of Net Revenue		-2.5	%		1.8	%		428.2	bps		-6.8	%		-2.4	%		432.1	bps
Net (Loss)/Profit		(83,531	)		20,229			-124.2	%		(731,121	)		(304,900	)		-58.3	%
% of Net Revenue		-3.7	%		0.8	%		452.4	bps		-8.8	%		-3.5	%		529.6	bps
Non-GAAP Adjusted Net (Loss)/Profit^4^		(82,224	)		27,538			-133.5	%		(626,141	)		(287,507	)		-54.1	%
% of Net Revenue		-3.6	%		1.1	%		476.5	bps		-7.5	%		-3.3	%		423.3	bps

Mr. Eric Long Chen, Chairman and Chief Executive Officer of ZKH, stated, “Despite a challenging macro environment, we ended 2023 with solid growth, an improved gross margin, reduced losses, and, importantly, profitability in the fourth quarter, demonstrating the resilience and continued growth of the MRO industry and our strong execution to drive our business forward. We have invested and strengthened our advantages in (i) product capabilities through product category expansion and product line extension, (ii) client coverage and servicing capabilities by optimizing sales team’s structure, and (iii) digitalization and artificial intelligence capabilities by integrating our industry know-how, data assets, and IT talents. As we look ahead to 2024, brimming with both challenges and opportunities, we will continue to invest, refine, and optimize our operations to propel long-term growth. In addition, we are aiming to officially launch our overseas business in the United States in the second half of 2024.”

^1^GMV is the total transaction value of orders placed on the Company’s platform and shipped to customers, excluding taxes, net of the returned amount.

^2^Net revenue under the marketplace model is recognized on a net basis. Therefore, a higher proportion of GMV generated by the marketplace model tends to increase the difference in growth rate between GMV and net revenue. The proportion of GMV generated by the marketplace model was 18.6% and 15.4% for the fourth quarter of 2022 and for the fiscal year of 2022, and 27.6% for fourth quarter of 2023 and 24.8% for the fiscal year of 2023, respectively.

^3^Non-GAAP EBITDA is defined as profit/(loss) before interest expenses, income tax expenses/(benefits) and depreciation and amortization expenses.

^4^Non-GAAP adjusted net (loss)/profit is defined as net (loss)/profit excluding share-based compensation expenses and interest expenses due to the issuance of Series F Convertible Notes, which have been fully converted into Series F preferred shares without payment of interest.

Mr. Max Chun Chiu Lai, Chief Financial Officer of ZKH, added, “We are delighted with our fourth quarter operational and financial performance, which enabled us to finish 2023 on a strong note, especially as we mark our first quarter as a public company. Powered by our growth from both the ZKH Platform and the GBB Platform, our full-year GMV increased by 18.2% year over year, compared with an increase of 9.2% in 2022. Concurrently, we demonstrated a clear path to profitability, with gross margin improving by 80.8 basis points in 2023 while operating loss margin and adjusted net loss margin narrowing by 366.5 and 476.5 basis points in the fourth quarter, respectively, marking the seventh consecutive quarter of year-over-year improvement. Notably, we achieved profitability in the fourth quarter of 2023, with an adjusted net profit of RMB27.5 million, resulting in a year-over-year decrease of RMB338.6 million in our full-year adjusted net loss.”

Fourth Quarter 2023 Financial Results

NetRevenues. Net revenues were RMB2,444.0 million (US$344.2 million), representing an increase of 8.2% from RMB2,259.8 million in the same period of 2022, with increases in all categories of net revenues primarily due to continued growth in MRO market demand.

	Fourth Quarter
	2022		2023		Change
	(in thousand RMB, except for percentage)
Net Revenue		2,259,750		2,443,961		8.2	%
Net Product Revenues		2,188,957		2,324,986		6.2	%
From ZKH Platform		1,978,830		2,028,986		2.5	%
From GBB Platform		210,127		296,000		40.9	%
Net Service Revenues		56,942		98,592		73.1	%
Other Revenues		13,851		20,383		47.2	%
·	Net Product Revenues. Net product revenues were RMB2,325.0 million (US$327.5 million), representing<br>an increase of 6.2% from RMB2,189.0 million in the same period of 2022. The increase was mainly attributable to higher revenues generated<br>from the ZKH platform and the GBB platform, primarily driven by increased customer numbers.
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·	Net Service Revenues. Net service revenues were RMB98.6 million (US$13.9 million), an increase<br>of 73.1% from RMB56.9 million in the same period of 2022, primarily due to the growth of the marketplace model on the ZKH platform.
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·	Other Revenues. Other revenues were RMB20.4 million (US$2.9 million), an increase of 47.2%<br>from RMB13.9 million in the same period of 2022, mainly attributable to higher revenues generated from the Company’s warehousing<br>and logistic services.
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Costof Revenues. Cost of revenues was RMB2,026.8 million (US$285.5 million), representing an increase of 7.6% from RMB1,883.5 million in the same period of 2022, in line with the growth of the Company’s product sales model.

GrossProfit and Gross Margin. Gross profit was RMB417.2 million (US$58.8 million), an increase of 10.9% from RMB376.3 million in the same period of 2022. Gross margin was 17.1%, compared with 16.7% in the same period of 2022. The increase was driven by the significant growth of the marketplace model on the ZKH platform. The lower gross margin on product sales was due to the impact of inventory write-downs.

	Fourth Quarter
	2022			2023			Change
	(in<br> thousand RMB, except for percentage and <br> basis points (“bps”))
Gross Profit		376,265			417,151			10.9	%
% of Net Revenue		16.7	%		17.1	%		41.8	bps
Under Product Sales (1P)
ZKH Platform		297,317			291,915			-1.8	%
% of Net Product Revenues from ZKH Platform		15.0	%		14.4	%		-63.8	bps
GBB Platform		14,752			18,688			26.7	%
% of Net Product Revenues from GBB Platform		7.0	%		6.3	%		-70.7	bps
Under Marketplace (3P)		56,942			98,592			73.1	%
% of Net Service Revenues		100	%		100.0	%		-
Others		7,254			7,956			9.7	%
% of Other Revenues		52.4	%		39.0	%		-1,333.9	bps

OperatingExpenses. Operating expenses were RMB423.9 million (US$59.7 million), a decrease of 8.9% from RMB465.3 million in the same period of 2022. Operating expenses as a percentage of net revenues were 17.3%, compared with 20.6% in the same period of 2022, demonstrating the Company’s improved operating efficiency and leverage.

·	Fulfillment Expenses. Fulfillment expenses were RMB107.8 million (US$15.2 million), an increase<br>of 9.8% from RMB98.2 million in the same period of 2022. The increase was primarily attributable to higher employee benefit costs. Fulfillment<br>expenses as a percentage of net revenues were 4.4%, compared with 4.3% in the same period of 2022.
·	Sales and Marketing Expenses. Sales and marketing expenses were RMB170.0 million (US$23.9<br>million), an increase of 3.2% from RMB164.7 million in the same period of 2022. The increase was primarily attributable to increased travel<br>as well as marketing and promotion expenses as business travel and marketing and promotion activities resumed after COVID-19 restrictions<br>were lifted. Sales and marketing expenses as a percentage of net revenues were 7.0%, compared with 7.3% in the same period of 2022.
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·	Research and Development Expenses. Research and development expenses were RMB37.8 million<br>(US$5.3 million), a decrease of 36.4% from RMB59.5 million in the same period of 2022. The decrease was primarily attributable to lower<br>employee benefit costs as a result of a reduced average research and development headcount. Research and development expenses as a percentage<br>of net revenues were 1.5%, compared with 2.6% in the same period of 2022.
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·	General and Administrative Expenses. General and administrative expenses were RMB108.2 million<br>(US$15.2 million), a decrease of 24.2% from RMB142.8 million in the same period of 2022. The decrease was primarily attributable to lower<br>employee benefit costs as a result of a reduced average headcount. General<br>and administrative expenses as a percentage of net revenues were 4.4%, compared with 6.3% in the same period of 2022.
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Lossfrom Operations. Loss from operations was RMB6.8 million (US$1.0 million), compared with RMB89.1 million in the same period of 2022. Operating loss margin was 0.3%, compared with 3.9% in the same period of 2022.

Non-GAAPEBITDA. Non-GAAP EBITDA was RMB43.3 million (US$6.1 million), compared with negative RMB56.7 million in the same period of 2022. Non-GAAP EBITDA margin was 1.8%, compared with negative 2.5% in the same period of 2022.

NetProfit/(Loss). Net profit was RMB20.2 million (US$2.8 million), compared with net loss of RMB83.5 million in the same period of 2022. Net profit margin was 0.8%, compared with net loss margin of 3.7% in the same period of 2022.

Non-GAAPAdjusted Net Profit/(Loss). Non-GAAP adjusted net profit was RMB27.5 million (US$3.9 million), compared with non-GAAP adjusted net loss of RMB82.2 million in the same period of 2022. Non-GAAP adjusted net profit margin was 1.1%, compared with non-GAAP adjusted net loss margin of 3.6% in the same period of 2022.

Basicand Diluted Net Profit/(Loss) per ADS^5^ and Non-GAAP Adjusted Basic and Diluted Net Profit/(Loss) per ADS^6^. Basic and diluted net profit per ADS were RMB0.98 (US$0.14), compared with basic and diluted net loss per ADS of RMB4.22 in the same period of 2022. Non-GAAP adjusted basic and diluted net profit per ADS were RMB0.45 (US$0.06), compared with non-GAAP adjusted basic and diluted net loss per ADS of RMB2.17 in the same period of 2022.

Fiscal Year 2023 Financial Results

NetRevenues. Net revenues were RMB8,721.2 million (US$1,228.4 million), representing an increase of 4.9% from RMB8,315.2 million in 2022, with increases in all categories of net revenues primarily due to continued growth in MRO market demand.

	Fiscal Year
	2022		2023		Change
	(in thousand RMB, except for percentage)
Net Revenue		8,315,236		8,721,175		4.9	%
Net Product Revenues		8,086,920		8,341,603		3.1	%
From ZKH Platform		7,277,260		7,381,501		1.4	%
From GBB Platform		809,660		960,102		18.6	%
Net Service Revenues		179,508		307,412		71.3	%
Other Revenues		48,808		72,160		47.8	%
·	Net Product Revenues. Net product revenues were RMB8,341.6 million (US$1,174.9 million),<br>representing an increase of 3.1% from RMB8,086.9 million in 2022. The increase was mainly attributable to higher revenues generated from<br>the ZKH platform and the GBB platform, primarily driven by increased customer numbers.
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·	Net Service Revenues. Net service revenues were RMB307.4 million (US$43.3 million), an increase<br>of 71.3% from RMB179.5 million in 2022, primarily due to the significant growth of the marketplace model on the ZKH platform.
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^5^ADSs are American depositary shares, each of which represents thirty-five (35) Class A ordinary shares of the Company.

^6^Non-GAAP adjusted basic and diluted net profit/(loss) per ADS is a non-GAAP financial measure, which is calculated by dividing non-GAAP net profit/(loss) attributable to the Company’s ordinary shareholders by the weighted average number of ADSs.

·	Other Revenues. Other revenues were RMB72.2 million (US$10.2 million), an increase of 47.8%<br>from RMB48.8 million in 2022, mainly attributable to higher revenues generated from the Company’s warehousing and logistic services.

Costof Revenues. Cost of revenues was RMB7,268.7 million (US$1,023.8 million), representing an increase of 3.9% from RMB6,997.6 million in 2022, in line with the growth of the Company’s product sales model.

GrossProfit and Gross Margin. Gross profit was RMB1,452.4 million (US$204.6 million), an increase of 10.2% from RMB1,317.7 million in 2022. Gross margin was 16.7%, compared with 15.8% in 2022. The increase was driven by the significant growth of the marketplace model on the ZKH platform. The lower gross margin on product sales was due to the impact of inventory write-down.

	Fiscal Year
	2022			2023			Change
	(in thousand RMB, except for percentage and basis<br><br> points (“bps”))
Gross Profit		1,317,669			1,452,434			10.2	%
% of Net Revenue		15.8	%		16.7	%		80.8	bps
Under Product Sales (1P)
ZKH Platform		1,045,024			1,046,209			0.1	%
% of Net Product Revenues from ZKH Platform		14.4	%		14.2	%		-18.7	bps
GBB Platform		55,756			61,789			10.8	%
% of Net Product Revenues from GBB Platform		6.9	%		6.4	%		-45.1	bps
Under Marketplace (3P)		179,508			307,412			71.3	%
% of Net Service Revenues		100.0	%		100.0	%		-
Others		37,381			37,024			-1.0	%
% of Other Revenues		76.6	%		51.3	%		-2,528.0	bps

OperatingExpenses. Total operating expenses were RMB1,851.2 million (US$260.7 million), a decrease of 7.6% from RMB2,003.4 million in 2022. Operating expenses as a percentage of net revenue were 21.2%, compared with 24.1% in 2022, showing improved operating efficiency and leverage.

·	Fulfillment Expenses. Fulfillment expenses were RMB439.0 million (US$61.8 million), a decrease<br>of 6.1% from RMB467.4 million in 2022. The decrease was primarily attributable to (i) the decrease in distribution expenses as the<br>Company switched to more distribution service providers that can offer competitive rates and increased direct cooperation with local transportation<br>fleets instead of relying on distribution service providers as intermediaries, and (ii) the decrease in rental expenses. Fulfillment<br>expenses as a percentage of net revenues were 5.0%, compared with 5.6% in 2022.
·	Sales and Marketing Expenses. Sales and marketing expenses were RMB700.8 million (US$98.7<br>million), an increase of 2.6% from RMB683.2 million in 2022. The increase was primarily attributable to increased travel as well as marketing<br>and promotion expenses as business travel and marketing and promotion activities resumed after COVID-19 restrictions were lifted, partially<br>offset by lower employee benefit costs as a result of a reduced average sales and marketing headcount. Sales and marketing expenses as<br>a percentage of net revenues were 8.0%, compared with 8.2% in 2022.
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Fulfillment Expenses. Fulfillment expenses were RMB439.0 million (US$61.8 million), a decrease of 6.1% from RMB467.4 million in 2022. The decrease was primarily attributable to (i) the decrease in distribution expenses as the Company switched to more distribution service providers that can offer competitive rates and increased direct cooperation with local transportation fleets instead of relying on distribution service providers as intermediaries, and (ii) the decrease in rental expenses. Fulfillment expenses as a percentage of net revenues were 5.0%, compared with 5.6% in 2022.

Sales and Marketing Expenses. Sales and marketing expenses were RMB700.8 million (US$98.7 million), an increase of 2.6% from RMB683.2 million in 2022. The increase was primarily attributable to increased travel as well as marketing and promotion expenses as business travel and marketing and promotion activities resumed after COVID-19 restrictions were lifted, partially offset by lower employee benefit costs as a result of a reduced average sales and marketing headcount. Sales and marketing expenses as a percentage of net revenues were 8.0%, compared with 8.2% in 2022.

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·	Research and Development Expenses. Research and development expenses were RMB175.9 million<br>(US$24.8 million), a decrease of 26.9% from RMB240.5 million in 2022. The decrease was primarily attributable to lower employee benefit<br>costs as a result of a reduced average research and development headcount. Research and development expenses as a percentage of net revenues<br>were 2.0%, compared with 2.9% in 2022.
·	General and Administrative Expenses. General and administrative expenses were RMB535.5 million<br>(US$75.4 million), a decrease of 12.5% from RMB612.3 million in 2022. The decrease was primarily attributable to lower employee benefit<br>costs as a result of a reduced average headcount, partially offset by increased travel expenses. General and administrative expenses as<br>a percentage of net revenues were 6.1%, compared with 7.4% in the same period of 2022.
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Research and Development Expenses. Research and development expenses were RMB175.9 million (US$24.8 million), a decrease of 26.9% from RMB240.5 million in 2022. The decrease was primarily attributable to lower employee benefit costs as a result of a reduced average research and development headcount. Research and development expenses as a percentage of net revenues were 2.0%, compared with 2.9% in 2022.

General and Administrative Expenses. General and administrative expenses were RMB535.5 million (US$75.4 million), a decrease of 12.5% from RMB612.3 million in 2022. The decrease was primarily attributable to lower employee benefit costs as a result of a reduced average headcount, partially offset by increased travel expenses. General and administrative expenses as a percentage of net revenues were 6.1%, compared with 7.4% in the same period of 2022.

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Lossfrom Operations. Loss from operations was RMB398.7 million (US$56.2 million), compared with RMB685.7 million in 2022. Operating loss margin was 4.6%, compared with 8.2% in 2022.

Non-GAAPEBITDA. Non-GAAP EBITDA was negative RMB211.9 million (US$29.8 million), compared with negative RMB561.3 million in 2022. Non-GAAP EBITDA margin was negative 2.4%, compared with negative 6.8% in 2022.

NetLoss. Net loss was RMB304.9 million (US$42.9 million), compared with RMB731.1 million in 2022. Net loss margin was 3.5%, compared with 8.8% in 2022.

Non-GAAPAdjusted Net Loss. Non-GAAP adjusted net loss was RMB287.5 million (US$40.5 million), compared with RMB626.1 million in 2022. Non-GAAP adjusted net loss margin was 3.3%, compared with 7.5% in 2022.

Basicand Diluted Net Loss per ADS and Non-GAAP Adjusted Basic and Diluted Net Loss per ADS. Basic and diluted net loss per ADS were RMB22.08 (US$3.11), compared with RMB32.88 in 2022. Non-GAAP adjusted basic and diluted net loss per ADS were RMB6.58 (US$0.93), compared with RMB16.54 in 2022.

Balance Sheet and Cash Flow

As of December 31, 2023, the Company had cash and cash equivalents, restricted cash and short-term investments of RMB2.12 billion (US$299.2 million), compared with RMB2.01 billion as of December 31, 2022.

Net cash used in operating activities was RMB59.3 million (US$8.4 million) in the fourth quarter of 2023, compared with net cash generated from operating activities of RMB31.8 million in the same period of 2022. Net cash used in operating activities was RMB567.9 million (US$80.0 million) in 2023, compared with RMB504.2 million in 2022.

Exchange Rate

This announcement contains translations of certain Renminbi (“RMB”) amounts into U.S. dollars (“US$”) at specified rates solely for the convenience of the reader. Unless otherwise noted, all translations from RMB to US$ were made at a rate of RMB7.0999 to US$1.00, the exchange rate in effect as of December 29, 2023, as set forth in the H.10 statistical release of The Board of Governors of the Federal Reserve System. The Company makes no representation that any RMB or US$ amounts could have been, or could be, converted into US$ or RMB, as the case may be, at any particular rate, or at all.

Conference Call Information

The Company’s management will hold a conference call on Tuesday, March 19, 2024, at 8:00 A.M. U.S. Eastern Time or 8:00 P.M. Beijing Time to discuss its financial results and operating performance for the fourth quarter and fiscal year 2023.

United States (toll free):	+1-888-317-6003
International:	+1-412-317-6061
Mainland China (toll free):	400-120-6115
Hong Kong (toll free):	800-963-976
Hong Kong:	+852-5808-1995
Access Code:	3148822

The replay will be accessible through March 26, 2024, by dialing the following numbers:

United States:	+1-877-344-7529
International:	+1-412-317-0088
Replay Access Code:	4272788

A live and archived webcast of the conference call will also be available on the Company’s investor relations website at https://ir.zkh.com.

About ZKH Group Limited

ZKH Group Limited (NYSE: ZKH) is a leading MRO procurement service platform in China, dedicated to propelling the MRO industry’s digital transformation to drive cost reduction and efficiency improvement industry-wide. Leveraging its outstanding product selection and recommendation capabilities, ZKH provides digitalized, one-stop MRO procurement solutions that enable its customers to transparently and efficiently access a wide selection of quality products at competitive prices. The Company also facilitates timely and reliable product delivery with professional fulfillment services. By catering specifically to the needs of MRO suppliers and customers through its unmatched digital infrastructure, the Company empowers all participants in the value chain to achieve more.

For more information, please visit: https://ir.zkh.com.

Use of Non-GAAP Financial Measures

This press release contains the following non-GAAP financial measures: non-GAAP adjusted net profit/(loss), non-GAAP adjusted net profit/(loss) per ADS, basic and diluted, and non-GAAP EBITDA. The non-GAAP financial measures should not be considered in isolation from or construed as alternatives to their most directly comparable financial measures prepared in accordance with accounting principles generally accepted in the United States of America. Investors are encouraged to review the historical non-GAAP financial measures in reconciliation to their most directly comparable GAAP financial measures.

The Company defines non-GAAP adjusted net profit/(loss) for a specific period as net profit/(loss) in the same period excluding share-based compensation expenses and interest expense due to the issuance of Series F Convertible Notes, which have been fully converted into Series F preferred shares without payment of interests. The Company defines non-GAAP EBITDA as profit/(loss) before interest expenses, income tax expenses/(benefits) and depreciation and amortization expenses. Non-GAAP adjusted net profit/(loss) per ADS is calculated by dividing adjusted net profit/(loss) attributable to the Company’s ordinary shareholders by the weighted average number of ordinary shares outstanding during the periods and then multiplied by 35.

The Company presents these non-GAAP financial measures because they are used by the management to evaluate the Company’s operating performance and formulate business plans. The Company believes that these non-GAAP financial measures help identify underlying trends in its business that could otherwise be distorted by the effect of certain expenses that are included in net profit/(loss) and certain expenses that are not expected to result in future cash payments or that are non-recurring in nature. The Company also believes that the use of these non-GAAP financial measures facilitates investors’ assessment of its operating performance, enhances the overall understanding of its past performance and future prospects and allows for greater visibility with respect to key metrics used by the management in financial and operational decision making.

The non-GAAP financial measures have material limitations as analytical metrics and may not be calculated in the same manner by all companies. The Company's non-GAAP financial measures do not include all income and expense items that affect the Company’s operations. They may not be comparable to other similarly titled measures used by other companies. In light of the foregoing limitations, you should not consider the non-GAAP financial measures as substitutes for, or superior to, their most directly comparable financial measures prepared in accordance with GAAP. The Company encourages investors and others to review its financial information in its entirety and not rely on a single financial measure.

For more information on these non-GAAP financial measures, please see the table captioned “Reconciliations of Non-GAAP Results” set forth at the end of this press release.

Safe Harbor Statement

This press release contains forward-looking statements. These statements are made pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “may,” “will,” “expects,” “anticipates,” “aim,” “estimates,” “intends,” “plans,” “believes,” “is/are likely to,” “potential,” “continue,” and similar statements. Among other things, the quotations from management in this press release, ZKH’s strategic and operational plans and statements under the “Business Outlook” section, contain forward-looking statements. ZKH may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press release and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about ZKH’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: ZKH’s mission, goals and strategies; ZKH’s future business development, financial condition and results of operations; the expected changes in its revenues, expenses or expenditures; the expected growth of the MRO procurement service industry in China and globally; changes in customer or product mix; ZKH’s expectations regarding the prospects of its business model and the demand for and market acceptance of its products and services; ZKH’s expectations regarding its relationships with customers, suppliers, and service providers on its platform; competition in the Company’s industry; government policies and regulations relating to ZKH’s industry; general economic and business conditions in China and globally; the outcome of any current and future legal or administrative proceedings; and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in ZKH’s filings with the SEC. All information provided herein is as of the date of this announcement, and ZKH undertakes no obligation to update any forward-looking statement, except as required under applicable law.

For investor and media inquiries, please contact:

In China:

ZKH Group Limited

IR Department

E-mail: [email protected]

Piacente Financial Communications

Hui Fan

Tel: +86-10-6508-0677

E-mail: [email protected]

In the United States:

Piacente Financial Communications

Brandi Piacente

Tel: +1-212-481-2050

E-mail: [email protected]

ZKH GROUP LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(All amounts in thousands, except share, ADS, per share and per ADS data)

	As of December 31,
	2022		2023
	RMB		RMB		US
Assets
Current assets:
Cash and cash equivalents		1,954,246		1,090,621
Restricted cash		51,610		159,751
Short-term investments		-		874,210
Accounts receivable (net of allowance for credit losses of RMB96,959 and RMB107,032 as of December 31, 2022 and 2023, respectively)		3,067,064		3,639,794
Notes receivable		310,708		352,997
Inventories		655,997		668,984
Prepayments and other current assets		243,630		168,117
Total current assets		6,283,255		6,954,474
Non-current assets:
Property and equipment, net		166,740		145,288
Land use right		10,930		11,033
Operating lease right-of-use assets, net		297,937		224,930
Intangible assets, net		24,051		20,096
Goodwill		30,807		30,807
Total non-current assets		530,465		432,154
Total assets		6,813,720		7,386,628
Liabilities
Current liabilities:
Short-term borrowings		250,000		585,000
Accounts and notes payable		2,566,136		2,883,370
Operating lease liabilities		95,775		91,230
Advance from customers		31,131		19,907
Accrued expenses and other current liabilities		539,191		448,225
Total current liabilities		3,482,233		4,027,732
Non-current liabilities:
Non-current operating lease liabilities		214,427		146,970
Other non-current liabilities		782		507
Total non-current liabilities		215,209		147,477
Total liabilities		3,697,442		4,175,209

All values are in US Dollars.


		2023
		RMB		US
Mezzanine equity:
Series A convertible redeemable preferred shares (“Series A Preferred Shares”) (US0.0000001 par value; 58,480,000 and nil shares authorized, issued and outstanding as of December 31, 2022, and 2023, respectively)	26,934		-
Series A+ convertible redeemable preferred shares (“Series A+ Preferred Shares”) (US0.0000001 par value; 84,480,000 and nil shares authorized, issued and outstanding as of December 31, 2022, and 2023, respectively)	40,608		-
Series B convertible redeemable preferred shares (“Series B Preferred Shares”) (US0.0000001 par value; 734,209,000 and nil shares authorized, issued and outstanding as of December 31, 2022, and 2023, respectively)	389,960		-
Series B+ convertible redeemable preferred shares (“Series B+ Preferred Shares”) (US0.0000001 par value; 277,730,000 and nil shares authorized, issued and outstanding as of December 31, 2022, and 2023, respectively)	240,033		-
Series C1 convertible redeemable preferred shares (“Series C1 Preferred Shares”) (US0.0000001 par value; 604,820,600 and nil shares authorized, issued and outstanding as of December 31, 2022 and 2023, respectively)	769,548		-
Series C2 convertible redeemable preferred shares (“Series C2 Preferred Shares”) (US0.0000001 par value; 372,859,000 and nil shares authorized, issued and outstanding as of December 31, 2022, and 2023, respectively)	458,503		-
Series D1 convertible redeemable preferred shares (“Series D1 Preferred Shares”) (US0.0000001 par value; 705,523,600 and nil shares authorized, issued and outstanding as of December 31, 2022, and 2023, respectively)	1,219,370		-
Series D2 convertible redeemable preferred shares (“Series D2 Preferred Shares”) (US0.0000001 par value; 105,302,000 and nil shares authorized, issued and outstanding as of December 31, 2022, and 2023, respectively)	179,429		-
Series E convertible redeemable preferred shares (“Series E Preferred Shares”) (US0.0000001 par value; 803,222,500 and nil shares authorized, issued and outstanding as of December 31, 2022, and 2023, respectively)	2,226,911		-
Series F convertible redeemable preferred shares (“Series F Preferred Shares”) (US0.0000001 par value; 392,013,413 and nil shares authorized, issued and outstanding as of December 31, 2022, and 2023, respectively)	1,631,477		-
Total mezzanine equity	7,182,773		-

All values are in US Dollars.


			2023
			RMB			US
ZKH Group Limited shareholders’ (deficit)/equity:
Ordinary shares (0.0000001 par value; 496,253,373,300 and 496,253,373,300 shares authorized; 1,218,621,800 and 5,621,490,964 shares issued and outstanding as of December 31, 2022 and 2023, respectively)	1			4
Additional paid-in capital	-			8,139,349
Statutory reserves	5,278			6,013
Accumulated other comprehensive loss	(51,910	)		(25,154	)		)
Accumulated deficit	(4,024,102	)		(4,908,793	)		)
Total ZKH Group Limited shareholders’ (deficit)/equity	(4,070,733	)		3,211,419
Non-controlling interests	4,238			-
Total shareholders’ (deficit)/equity	(4,066,495	)		3,211,419
Total liabilities, mezzanine equity and shareholders’ deficit	6,813,720			7,386,628

All values are in US Dollars.

ZKH GROUP LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF INCOME/(LOSS)

(All amounts in thousands, except share, ADS, per share and per ADS data)

	For the three months ended December 31,								For the year ended December 31,
	2022			2023					2022			2023
	RMB			RMB			US		RMB			RMB			US
Net revenues
Net product revenues		2,188,957			2,324,986					8,086,920			8,341,603
Net service revenues		56,942			98,592					179,508			307,412
Other revenues		13,851			20,383					48,808			72,160
Total net revenues		2,259,750			2,443,961					8,315,236			8,721,175
Cost of revenues		(1,883,485	)		(2,026,810	)		)		(6,997,566	)		(7,268,741	)		)
Operating expenses
Fulfillment		(98,231	)		(107,823	)		)		(467,384	)		(438,959	)		)
Sales and marketing		(164,749	)		(170,026	)		)		(683,206	)		(700,791	)		)
Research and development		(59,517	)		(37,841	)		)		(240,534	)		(175,915	)		)
General and administrative		(142,846	)		(108,240	)		)		(612,252	)		(535,493	)		)
Loss from operations		(89,078	)		(6,779	)		)		(685,706	)		(398,724	)		)
Interest and investment income		7,935			10,418					14,559			53,703
Interest expense		(7,590	)		(6,556	)		)		(94,182	)		(19,343	)		)
Others, net		5,366			23,086					33,737			59,659
(Loss)/profit before income tax		(83,367	)		20,169					(731,592	)		(304,705	)		)
Income tax (expenses)/benefits		(164	)		60					471			(195	)		)
Net (loss)/profit		(83,531	)		20,229					(731,121	)		(304,900	)		)
Less: net income/(loss) attributable to non-controlling interests		35			(44	)		)		333			(393	)		)
Less: net income/(loss) attributable to redeemable non-controlling interests		3,101			-					4,227			(193	)		)
Net (loss)/profit attributable to ZKH Group Limited		(86,667	)		20,273					(735,681	)		(304,314	)		)
Accretion on preferred shares to redemption value		(73,281	)		(79,870	)		)		(509,281	)		(660,070	)		)
Net loss attributable to ZKH Group Limited’s ordinary shareholders		(159,948	)		(59,597	)		)		(1,244,962	)		(964,384	)		)

All values are in US Dollars.

	For the three months ended December 31,								For the year ended December 31,
	2022			2023					2022			2023
	RMB			RMB			US		RMB			RMB			US
Net (loss)/profit		(83,531	)		20,229					(731,121	)		(304,900	)		)
Other comprehensive loss:
Foreign currency translation adjustments		(23,052	)		76,369					(50,980	)		26,756
Total comprehensive (loss)/profit		(106,583	)		96,598					(782,101	)		(278,144	)		)
Less: comprehensive income/(loss) attributable to non-controlling interests		35			(44	)		)		333			(393	)		)
Less: comprehensive income/(loss) attributable to redeemable non-controlling interests		3,101			-					4,227			(193	)		)
Total comprehensive (loss)/profit attributable to ZKH Group Limited		(109,719	)		96,642					(786,661	)		(277,558	)		)
Accretion on Preferred Shares to redemption value		(73,281	)		(79,870	)		)		(509,281	)		(660,070	)		)
Total comprehensive (loss)/profit attributable to ZKH Group Limited’s ordinary shareholders		(183,000	)		16,772					(1,295,942	)		(937,628	)		)
Net loss per ordinary share attributable to ordinary shareholders
Basic and diluted		(0.12	)		(0.03	)		)		(0.94	)		(0.63	)		)
Weighted average number of shares
Basic and diluted		1,325,036,140			2,138,210,789					1,325,036,140			1,528,540,765
Net loss per ADS attributable to ordinary shareholders
Basic and diluted		(4.22	)		(0.98	)		)		(32.88	)		(22.08	)		)
Weighted average number of ADS (35 Class A ordinary shares equal to 1 ADS)
Basic and diluted		37,858,175			61,091,737					37,858,175			43,672,593

All values are in US Dollars.

ZKH GROUP LIMITED

RECONCILIATIONS OF GAAP AND NON-GAAP RESULTS

(All amounts in thousands, except share, ADS, per share and per ADS data)

	For the three months ended<br> <br>December 31,								For the year ended<br> <br>December 31,
	2022			2023					2022			2023
	RMB			RMB			US		RMB			RMB			US
Net (loss)/profit		(83,531	)		20,229					(731,121	)		(304,900	)		)
Income tax expenses/(benefits)		164			(60	)		)		(471	)		195
Interest expenses		7,590			6,556					94,182			19,343
Depreciation and amortization expenses		19,036			16,547					76,073			73,466
Non-GAAP EBITDA		(56,741	)		43,272					(561,337	)		(211,896	)		)

All values are in US Dollars.

	For the three months ended<br> <br>December 31,						For the year ended<br> <br>December 31,
	2022			2023			2022			2023
	RMB			RMB		US	RMB			RMB			US
Net (loss)/profit		(83,531	)		20,229			(731,121	)		(304,900	)		)
Add:
Share-based compensation expenses		(1,109	)		7,309			31,899			17,393
Interest expense due to the issuance of Series F Convertible Notes		2,416			-			73,081			-
Adjusted net (loss)/profit		(82,224	)		27,538			(626,141	)		(287,507	)		)
Non-GAAP net (loss)/profit attributable to ordinary shareholders per share
Basic and diluted		(0.06	)		0.01			(0.47	)		(0.19	)		)
Weighted average number of ordinary shares
Basic and diluted		1,325,036,140			2,138,210,789			1,325,036,140			1,528,540,765
Non-GAAP net (loss)/profit attributable to ordinary shareholders per ADS
Basic and diluted		(2.17	)		0.45			(16.54	)		(6.58	)		)
Weighted average number of ADS (35 Class A ordinary shares equal to 1 ADS)
Basic and diluted		37,858,175			61,091,737			37,858,175			43,672,593

All values are in US Dollars.