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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/19/24 ZKH Group Ltd. 20-F 12/31/23 131:15M Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: 20-F Annual or Annual-Transition Report by a Foreign HTML 3.88M
Non-Canadian Issuer
2: EX-2.5 Plan of Acquisition, Reorganization, Arrangement, HTML 148K
Liquidation or Succession
3: EX-8.1 Opinion of Counsel re: Tax Matters HTML 36K
6: EX-13.1 Annual or Quarterly Report to Security Holders HTML 36K
7: EX-13.2 Annual or Quarterly Report to Security Holders HTML 36K
11: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 54K
Awarded Compensation
4: EX-12.1 Statement re: the Computation of Ratios HTML 38K
5: EX-12.2 Statement re: the Computation of Ratios HTML 38K
8: EX-15.1 Letter re: Unaudited Interim Financial Info HTML 39K
9: EX-15.2 Letter re: Unaudited Interim Financial Info HTML 36K
10: EX-15.3 Letter re: Unaudited Interim Financial Info HTML 34K
17: R1 Document and Entity Information HTML 119K
18: R2 Consolidated Balance Sheets HTML 208K
19: R3 Consolidated Balance Sheets (Parenthetical) HTML 84K
20: R4 Consolidated Statements of Comprehensive Loss HTML 159K
21: R5 Consolidated Statements of Comprehensive Loss HTML 36K
(Parenthetical)
22: R6 Consolidated Statements of Changes in HTML 101K
Shareholders' Equity/(Deficit)
23: R7 Consolidated Statements of Cash Flows HTML 153K
24: R8 Organization and principal activities HTML 76K
25: R9 Summary of significant accounting policies HTML 128K
26: R10 Concentration and risks HTML 40K
27: R11 Fair value measurement HTML 41K
28: R12 Accounts receivable, net HTML 61K
29: R13 Prepayments and other current assets HTML 47K
30: R14 Property and equipment, net HTML 56K
31: R15 Intangible assets, net HTML 110K
32: R16 Leases HTML 109K
33: R17 Borrowings HTML 51K
34: R18 Accounts and notes payable HTML 48K
35: R19 Accrued expenses and other current liabilities HTML 52K
36: R20 Net revenues HTML 60K
37: R21 Others, net HTML 55K
38: R22 Income tax HTML 127K
39: R23 Loss per share HTML 65K
40: R24 Ordinary shares HTML 37K
41: R25 Ordinary shares with preference rights HTML 48K
42: R26 Convertible redeemable preferred shares HTML 234K
43: R27 Share-based compensation HTML 165K
44: R28 Related party transactions HTML 40K
45: R29 Commitments and contingencies HTML 51K
46: R30 Statutory reserves, restricted net assets and HTML 110K
parent company only condensed financial
information
47: R31 Subsequent events HTML 37K
48: R32 Summary of significant accounting policies HTML 218K
(Policies)
49: R33 Organization and principal activities (Tables) HTML 60K
50: R34 Summary of significant accounting policies HTML 62K
(Tables)
51: R35 Accounts receivable, net (Tables) HTML 62K
52: R36 Prepayments and other current assets (Tables) HTML 47K
53: R37 Property and equipment, net (Tables) HTML 55K
54: R38 Intangible assets, net (Tables) HTML 111K
55: R39 Leases (Tables) HTML 108K
56: R40 Borrowings (Tables) HTML 44K
57: R41 Accounts and notes payable (Tables) HTML 48K
58: R42 Accrued expenses and other current liabilities HTML 52K
(Tables)
59: R43 Net revenues (Tables) HTML 57K
60: R44 Others, net (Tables) HTML 53K
61: R45 Income tax (Tables) HTML 127K
62: R46 Loss per share (Tables) HTML 66K
63: R47 Convertible redeemable preferred shares (Tables) HTML 203K
64: R48 Share-based compensation (Tables) HTML 164K
65: R49 Commitments and contingencies (Tables) HTML 49K
66: R50 Statutory reserves, restricted net assets and HTML 110K
parent company only condensed financial
information (Tables)
67: R51 Organization and principal activities (Details) HTML 104K
68: R52 Organization and principal activities - Principal HTML 48K
subsidiaries (Details)
69: R53 Summary of significant accounting policies HTML 56K
(Details)
70: R54 Summary of significant accounting policies - HTML 52K
Property and equipment, net (Details)
71: R55 Summary of significant accounting policies - HTML 47K
Intangible assets, net (Details)
72: R56 Summary of significant accounting policies - HTML 38K
Leases (Details)
73: R57 Summary of significant accounting policies - HTML 50K
Recent accounting pronouncements (Details)
74: R58 Concentration and risks (Details) HTML 46K
75: R59 Fair value measurement (Details) HTML 43K
76: R60 Accounts receivable, net (Details) HTML 42K
77: R61 Accounts receivable, net - Allowance of credit HTML 43K
losses (Details)
78: R62 Prepayments and other current assets (Details) HTML 41K
79: R63 Property and equipment, net (Details) HTML 59K
80: R64 Intangible assets, net (Details) HTML 57K
81: R65 Intangible assets, net - Narratives (Details) HTML 40K
82: R66 Intangible assets, net - Amortization expenses HTML 48K
recognized (Details)
83: R67 Leases (Details) HTML 41K
84: R68 Leases - Supplemental cash flows information HTML 41K
(Details)
85: R69 Leases - Supplemental information (Details) HTML 58K
86: R70 Leases - Maturities of lease liabilities (Details) HTML 54K
87: R71 Leases - Lease not yet commenced (Details) HTML 38K
88: R72 Borrowings (Details) HTML 37K
89: R73 Borrowings - Narratives (Details) HTML 79K
90: R74 Accounts and notes payable (Details) HTML 50K
91: R75 Accrued expenses and other current liabilities HTML 49K
(Details)
92: R76 Net revenues (Details) HTML 53K
93: R77 Others, net (Details) HTML 46K
94: R78 Others, net - Narratives (Details) HTML 43K
95: R79 Income tax (Details) HTML 50K
96: R80 Income tax - Composition of income tax expenses HTML 41K
(Details)
97: R81 Income tax - Composition of loss before tax HTML 44K
(Details)
98: R82 Income tax - Reconciliations of income tax HTML 56K
expenses (Details)
99: R83 Income tax - Deferred tax (Details) HTML 41K
100: R84 Income tax - Movement of valuation allowance and HTML 40K
tax losses carry forwards (Details)
101: R85 Loss per share - Computation of earnings per share HTML 64K
(Details)
102: R86 Loss per share (Details) HTML 42K
103: R87 Ordinary shares (Details) HTML 70K
104: R88 Ordinary shares with preference rights (Details) HTML 75K
105: R89 Convertible redeemable preferred shares - HTML 95K
Issuances (Details)
106: R90 Convertible redeemable preferred shares - HTML 36K
Dividends rights (Details)
107: R91 Convertible redeemable preferred shares - HTML 38K
Conversion rights (Details)
108: R92 Convertible redeemable preferred shares - HTML 60K
Liquidation preferences (Details)
109: R93 Convertible redeemable preferred shares - HTML 101K
Preferred shares activities (Details)
110: R94 Convertible redeemable preferred shares - Key HTML 202K
Transaction of Preferred Shares (Details)
111: R95 Convertible redeemable preferred shares - HTML 38K
Accounting for preferred shares (Details)
112: R96 Convertible redeemable preferred shares - HTML 57K
Redemption feature (Details)
113: R97 Share-based compensation - Restricted shares HTML 53K
(Details)
114: R98 Share-based compensation - Share options (Details) HTML 68K
115: R99 Share-based compensation - Share options with HTML 56K
employee termination compensation (Details)
116: R100 Share-based compensation - Share-based HTML 47K
compensation expense (Details)
117: R101 Share-based compensation - Changes in the share HTML 61K
options (Details)
118: R102 Share-based compensation - Share options HTML 74K
outstanding (Details)
119: R103 Share-based compensation - Assumptions used to HTML 67K
value the fair value of each option granted
(Details)
120: R104 Share-based compensation - Unrecognized HTML 39K
compensation expenses (Details)
121: R105 Commitments and contingencies (Details) HTML 44K
122: R106 Statutory reserves, restricted net assets and HTML 37K
parent company only condensed financial
information (Details)
123: R107 Statutory reserves, restricted net assets and HTML 133K
parent company only condensed financial
information - Condensed balance sheet (Details)
124: R108 Statutory reserves, restricted net assets and HTML 86K
parent company only condensed financial
information - Condensed statement of comprehensive
loss (Details)
125: R109 Statutory reserves, restricted net assets and HTML 59K
parent company only condensed financial
information - Condensed statement of cash flows
(Details)
126: R110 Subsequent events (Details) HTML 53K
128: XML IDEA XML File -- Filing Summary XML 241K
131: XML XBRL Instance -- zkh-20231231x20f_htm XML 3.46M
127: EXCEL IDEA Workbook of Financial Report Info XLSX 249K
13: EX-101.CAL XBRL Calculations -- zkh-20231231_cal XML 249K
14: EX-101.DEF XBRL Definitions -- zkh-20231231_def XML 885K
15: EX-101.LAB XBRL Labels -- zkh-20231231_lab XML 1.79M
16: EX-101.PRE XBRL Presentations -- zkh-20231231_pre XML 1.44M
12: EX-101.SCH XBRL Schema -- zkh-20231231 XSD 279K
129: JSON XBRL Instance as JSON Data -- MetaLinks 614± 953K
130: ZIP XBRL Zipped Folder -- 0001104659-24-049024-xbrl Zip 824K
Exhibit 97.1
ZKH GROUP LIMITED
CLAWBACK POLICY
The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of ZKH Group Limited (the “Company”) believes that it is appropriate for the Company to adopt this Clawback Policy (the “Policy”) to be applied to the Executive Officers of the Company and adopts this Policy to be effective as of the Effective Time.
1. | Definitions |
For purposes of this Policy, the following definitions shall apply:
a) | “Group” means the Company and each of its subsidiaries or consolidated affiliated entities, as applicable. |
b) | “Covered Compensation” means any Incentive-Based Compensation granted, vested or paid to a person who served as an Executive Officer at any time during the performance period for the Incentive-Based Compensation and that was Received (i) on or after October 2, 2023, (ii) after the person became an Executive Officer and (iii) at a time that the Company had a class of securities listed on a national securities exchange or a national securities association. |
c) | “Effective Time” means the time when the Company’s registration statement on Form F-1, filed by the Company with the SEC relating to the Company’s initial public offering, is declared effective by the SEC. |
d) | “Erroneously Awarded Compensation” means the amount of Covered Compensation granted, vested or paid to a person during the fiscal period when the applicable Financial Reporting Measure relating to such Covered Compensation was attained that exceeds the amount of Covered Compensation that otherwise would have been granted, vested or paid to the person had such amount been determined based on the applicable Restatement, computed without regard to any taxes paid (i.e., on a pre-tax basis). For Covered Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in a Restatement, the Committee will determine the amount of such Covered Compensation that constitutes Erroneously Awarded Compensation, if any, based on a reasonable estimate of the effect of the Restatement on the stock price or total shareholder return upon which the Covered Compensation was granted, vested or paid and the Committee shall maintain documentation of such determination and provide such documentation to the Stock Exchange. |
e) | “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended. |
f) | “Executive Officer” means the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person (whether or not an officer or employee of the Company) who performs similar policy-making functions for the Company. “Policy-making function” does not include policy-making functions that are not significant. Both current and former Executive Officers are subject to the Policy in accordance with its terms. |
g) | “Financial Reporting Measure” means (i) any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures and may consist of IFRS/U.S. GAAP or non-IFRS/non-U.S. GAAP financial measures (as defined under Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Exchange Act), (ii) stock price or (iii) total shareholder return. Financial Reporting Measures need not be presented within the Company’s financial statements or included in a filing with the SEC. |
h) | “Home Country” means the Company’s jurisdiction of incorporation, i.e., the Cayman Islands. |
i) | “Incentive-Based Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure. |
j) | “Lookback Period” means the three completed fiscal years (plus any transition period of less than nine months that is within or immediately following the three completed fiscal years and that results from a change in the Company’s fiscal year) immediately preceding the date on which the Company is required to prepare a Restatement for a given reporting period, with such date being the earlier of: (i) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement, or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare a Restatement. Recovery of any Erroneously Awarded Compensation under the Policy is not dependent on whether or when the Restatement is actually filed. |
k) | “NYSE” means the New York Stock Exchange. |
l) | “Received”: Incentive-Based Compensation is deemed “Received” in the Company’s fiscal period during which the Financial Reporting Measure specified in or otherwise relating to the Incentive-Based Compensation award is attained, even if the grant, vesting or payment of the Incentive-Based Compensation occurs after the end of that period. |
m) | “Restatement” means a required accounting restatement of any Company financial statement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including (i) to correct an error in previously issued financial statements that is material to the previously issued financial statements (commonly referred to as a “Big R” restatement) or (ii) to correct an error in previously issued financial statements that is not material to the previously issued financial statements but that would |
result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (commonly referred to as a “little r” restatement). Changes to the Company’s financial statements that do not represent error corrections under the then-current relevant accounting standards will not constitute Restatements. Recovery of any Erroneously Awarded Compensation under the Policy is not dependent on fraud or misconduct by any person in connection with the Restatement.
n) | “SEC” means the U.S. Securities and Exchange Commission. |
o) | “Stock Exchange” means the stock exchange where the Company’s ADSs representing its Class A ordinary shares are listed and traded. |
2. | Recovery of Erroneously Awarded Compensation |
In the event of a Restatement, any Erroneously Awarded Compensation Received during the Lookback Period prior to the Restatement (a) that is then-outstanding but has not yet been paid shall be automatically and immediately forfeited and (b) that has been paid to any person shall be subject to reasonably prompt repayment to the Group in accordance with Section 3 of this Policy. The Committee must pursue (and shall not have the discretion to waive) the forfeiture and/or repayment of such Erroneously Awarded Compensation in accordance with Section 3 of this Policy, except as provided below.
Notwithstanding the foregoing, the Committee (or, if the Committee is not a committee of the Board responsible for the Company’s executive compensation decisions and composed entirely of independent directors, a majority of the independent directors serving on the Board) may determine not to pursue the forfeiture and/or recovery of Erroneously Awarded Compensation from any person if the Committee determines that such forfeiture and/or recovery would be impracticable due to any of the following circumstances: (i) the direct expense paid to a third party (for example, reasonable legal expenses and consulting fees) to assist in enforcing the Policy would exceed the amount to be recovered, including the costs that could be incurred if pursuing such recovery would violate local laws other than the Company’s Home Country laws (following reasonable attempts by the Group to recover such Erroneously Awarded Compensation, the documentation of such attempts, and the provision of such documentation to the Stock Exchange), (ii) pursuing such recovery would violate the Company’s Home Country laws adopted prior to November 28, 2022 (provided that the Company obtains an opinion of Home Country counsel acceptable to the Stock Exchange that recovery would result in such a violation and provides such opinion to the Stock Exchange), or (iii) recovery would likely cause any otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of Group, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
3. | Means of Repayment |
In the event that the Committee determines that any person shall repay any Erroneously Awarded Compensation, the Committee shall provide written notice to such person by email or certified mail to the physical address on file with the Group for such person, and the person shall satisfy such repayment in a manner and on such terms as required by the Committee, and the Group shall be entitled to set off the repayment amount against any amount owed to the person by the Group, to require the forfeiture of any award granted by the Group to the person, or to take any and all necessary actions to reasonably
promptly recover the repayment amount from the person, in each case, to the fullest extent permitted under applicable law, including without limitation, Section 409A of the U.S. Internal Revenue Code and the regulations and guidance thereunder. If the Committee does not specify a repayment timing in the written notice described above, the applicable person shall be required to repay the Erroneously Awarded Compensation to the Group by wire, cash or cashier’s check no later than thirty (30) days after receipt of such notice.
4. | No Indemnification |
No person shall be indemnified, insured or reimbursed by the Group in respect of any loss of compensation by such person in accordance with this Policy, nor shall any person receive any advancement of expenses for disputes related to any loss of compensation by such person in accordance with this Policy, and no person shall be paid or reimbursed by the Group for any premiums paid by such person for any third-party insurance policy covering potential recovery obligations under this Policy. For this purpose, “indemnification” includes any modification to current compensation arrangements or other means that would amount to de facto indemnification (for example, providing the person a new cash award which would be cancelled to effect the recovery of any Erroneously Awarded Compensation). In no event shall the Group be required to award any person an additional payment if any Restatement would result in a higher incentive compensation payment.
5. | Miscellaneous |
This Policy generally will be administered and interpreted by the Committee, provided that the Board may, from time to time, exercise discretion to administer and interpret this Policy, in which case, all references herein to “Committee” shall be deemed to refer to the Board. Any determination by the Committee with respect to this Policy shall be final, conclusive and binding on all interested parties. Any discretionary determinations of the Committee under this Policy, if any, need not be uniform with respect to all persons, and may be made selectively among persons, whether or not such persons are similarly situated.
This Policy is intended to satisfy the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as it may be amended from time to time, and any related rules or regulations promulgated by the SEC or the Stock Exchange, including any additional or new requirements that become effective after the Effective Time which upon effectiveness shall be deemed to automatically amend this Policy to the extent necessary to comply with such additional or new requirements.
The provisions in this Policy are intended to be applied to the fullest extent of the law. To the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to applicable law. The invalidity or unenforceability of any provision of this Policy shall not affect the validity or enforceability of any other provision of this Policy. Recovery of Erroneously Awarded Compensation under this Policy is not dependent upon the Group satisfying any conditions in this Policy, including any requirements to provide applicable documentation to the Stock Exchange.
The rights of the Group under this Policy to seek forfeiture or reimbursement are in addition to, and not in lieu of, any rights of recovery, or remedies or rights other than recovery, that may be available to the Group pursuant to the terms of any law, government regulation or stock exchange listing requirement or any other policy, code of conduct, employee handbook, employment agreement, equity award agreement, or other plan or agreement of the Group.
6. | Amendment and Termination |
To the extent permitted by, and in a manner consistent with applicable law, including SEC and the Stock Exchange rules, the Committee may terminate, suspend or amend this Policy at any time in its discretion.
7. | Successors |
This Policy shall be binding and enforceable against all persons and their respective beneficiaries, heirs, executors, administrators or other legal representatives with respect to any Covered Compensation granted, vested or paid to or administered by such persons or entities.
| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/19/24 | None on these Dates | ||
| For Period end: | 12/31/23 | |||
| 10/2/23 | ||||
| 11/28/22 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/02/24 ZKH Group Ltd. S-8 4/02/24 7:1M Toppan Merrill/FA 11/27/23 ZKH Group Ltd. F-1/A 7:12M Toppan Merrill/FA 3/17/23 ZKH Group Ltd. F-1/A 6:13M Toppan Merrill/FA 3/07/23 ZKH Group Ltd. F-1 18:15M Toppan Merrill/FA |