Eric Long Chen Files SC 13G for ZKH Group Ltd Shares

TL;DR

**Insider Eric Long Chen just disclosed his ZKH Group Ltd share ownership.**

AI Summary

Eric Long Chen, a key individual associated with ZKH Group Ltd, filed an SC 13G on January 30, 2024, indicating his beneficial ownership of Class A Ordinary Shares as of December 31, 2023. This filing, under Rule 13d-1(d), suggests that Chen is an officer or director of ZKH Group, rather than an institutional investor or a large passive shareholder. This matters to investors because it provides transparency into the ownership structure by company insiders, which can signal confidence or lack thereof in the company's future.

Why It Matters

This filing provides transparency into the ownership stake of a key insider, Eric Long Chen, in ZKH Group Ltd, offering insights into management's vested interest in the company's performance.

Risk Assessment

Risk Level: low — This filing is a routine disclosure of insider ownership and does not inherently indicate a significant risk or opportunity.

Analyst Insight

Investors should note this filing as a routine disclosure of insider ownership. While not immediately actionable, it provides a baseline for tracking future changes in Eric Long Chen's stake, which could signal insider sentiment.

Key Numbers

• US$0.0000001 — Par Value per Share (The nominal value of each Class A Ordinary Share of ZKH Group Ltd.)

Key Players & Entities

• Eric Long Chen (person) — Reporting Person, likely an officer or director of ZKH Group Ltd
• ZKH Group Ltd (company) — Issuer of the Class A Ordinary Shares
• LOONG ZKH LTD (company) — Group Member
• PHOENIX ZKH LTD (company) — Group Member
• US$0.0000001 (dollar_amount) — par value per Class A Ordinary Share

Forward-Looking Statements

• Eric Long Chen will maintain his ownership stake in ZKH Group Ltd. (Eric Long Chen) — medium confidence, target: 2025-01-30

FAQ

Key Financial Figures

• $0.0000001 — ) Class A Ordinary Shares, par value US$0.0000001 per share (Title of Class of Securiti

Filing Documents

• tm244004d1_sc13g.htm (SC 13G) — 68KB
• tm244004d1_ex99-1.htm (EX-99.1) — 5KB
• 0001104659-24-007928.txt ( ) — 75KB

(a)

Item 1(a). Name of Issuer: ZKH Group Limited (the “Issuer”)

(b)

Item 1(b). Address of Issuer’s Principal Executive Offices: 7/F, Tower 4, Libao Plaza, No. 36 Shenbin Road, Minhang District, Shanghai, 201106, People’s Republic of China

(a)

Item 2(a). Name of Person Filing: Eric Long Chen, Phoenix ZKH Limited, and Loong ZKH Limited (collectively, the “Reporting Persons”)

(b)

Item 2(b). Address of Principal Business Office or, if none, Residence: For Eric Long Chen: 7/F, Tower 4, Libao Plaza, No. 36 Shenbin Road, Minhang District Shanghai, 201106 People’s Republic of China For Phoenix ZKH Limited: Craigmuir Chambers Road Town, Tortola, VG 1110 British Virgin Islands For Loong ZKH Limited: Ritter House, Wickhams Cay II, PO Box 3170 Road Town, Torlola VG1110 British Virgin Islands

(c)

Item 2(c). Citizenship: Eric Long Chen is a citizen of the People’s Republic of China. Each of Phoenix ZKH Limited and Loong ZKH Limited is a British Virgin Islands company.

(d)

Item 2(d). Title of Class of Securities: Class A ordinary shares, par value US$0.0000001 per share, of the Issuer. The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to 25 votes per share on all matters submitted to them for a vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

(e)

Item 2(e). CUSIP Number: G989M2 108 Item 3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a : Not applicable 5

Ownership

Item 4. Ownership Reporting Person: Amount beneficially owned (1) : Percent of class: Percent of aggregate voting power (2) : Sole power to vote or direct the vote: Shared power to vote or to direct the vote: Sole power to dispose or to direct the disposition of: Shared power to dispose or to direct the disposition of: Eric Long Chen 890,677,378 (3) 15.8 % 86.7 % 1,161,080,000 (4) 0 890,677,378 0 Phoenix ZKH Limited 890,677,378 (3) 15.8 % 66.5 % 890,677,378 0 890,677,378 0 Loong ZKH Limited 890,677,378 (3) 15.8 % 66.5 % 890,677,378 0 890,677,378 0 (1) The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 5,621,490,964 ordinary share (consisting of 4,460,410,964 Class A ordinary shares and 1,161,080,000 Class B ordinary shares) of the Issuer outstanding as of December 31, 2023 as a single class. (2) For each Reporting Person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of the Issuer’s Class A and Class B ordinary shares as a single class. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to 25 votes per share on all matters submitted to them for a vote. (3) Represents 890,677,378 Class B ordinary shares directly held by Phoenix ZKH Limited, which is owned as to 99% by Loong Chen I Limited as non-voting shares and 1% by Loong ZKH Limited as voting shares. Loong Chen I Limited is controlled by Loong Chen Trust, a trust established under the laws of Cayman Islands and managed by GIL Trust Limited as the trustee. Mr. Chen is the settlor and beneficiary of Loong Chen Trust. Under this structure, this trust does not exercise any voting and dispositive power in respect of all ordinary shares held by Phoenix ZKH Limited in ZKH Group Limited and only enjoys economic interests to such ordina

Ownership of Five Percent or Less of a Class

Item 5. Ownership of Five Percent or Less of a Class: Not applicable

Ownership of More than Five Percent on Behalf of Another Person

Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: Not applicable

Identification and Classification of Members of the Group

Item 8. Identification and Classification of Members of the Group: Not applicable

Notice of Dissolution of Group

Item 9. Notice of Dissolution of Group: Not applicable

Certifications

Item 10. Certifications: Not applicable 6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 30, 2024 Eric Long Chen /s/ Eric Long Chen Phoenix ZKH Limited By: /s/ Eric Long Chen Name: Eric Long Chen Title: Director Loong ZKH Limited By: /s/ Eric Long Chen Name: Eric Long Chen Title: Director LIST OF EXHIBITS Exhibit No. Description 99.1 Joint Filing Agreement

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View this SC 13G filing on SEC EDGAR