Correspondence 0001104659-23-029301 from ZKH Group Ltd (ZKH)
ZKH Group Ltd
Date: March 7, 2023 · CIK: 0001862044 · Accession: 0001104659-23-029301
AI Filing Summary & Sentiment
Letter
VIA EDGAR Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D.C. 20549 Re: ZKH Group Limited (CIK No. 0001862044) Registration Statement on Form F-1
Dear Mr. Field, Ms. Beech, Mr. Rhodes and Ms. Lumley:
On behalf of our client, ZKH Group Limited, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are filing herewith the Company’s registration statement on Form F-1 (the “Registration Statement”) and certain exhibits via EDGAR with the Securities and Exchange Commission (the “Commission”).
In accordance with the Jumpstart Our Business Startups Act, as amended, the Company is, concurrently with the Registration Statement, filing the draft registration statement and its amendment thereto that were previously submitted for the non-public review of the staff of the Commission (the “Staff”). The Company plans to file an amendment to the Registration Statement containing the estimated price range and offering size as early as March 21, 2023, and to launch the roadshow as early as March 22, 2023, and in no event earlier than 15 days after the date hereof. The Company further advises the Staff that it plans to submit, jointly with each of the underwriters, on or around March 23, 2023, to the Commission a request to accelerate the effectiveness of the Registration Statement to as early as March 27, 2023. The Company would appreciate the Staff’s timely assistance and support to the Company in meeting the proposed timetable for the offering.
* * *
U.S. Securities and Exchange Commission
March 7, 2023
Page
If you have any questions regarding the Registration Statement, please contact the undersigned by phone at +86 (21) 6193-8200 or via e-mail at haiping.li@skadden.com, or Anthony Chen, partner at PricewaterhouseCoopers Zhong Tian LLP, by telephone at +86 (755) 8261-8264 or via email at anthony.chen@cn.pwc.com. PricewaterhouseCoopers Zhong Tian LLP is the independent registered public accounting firm of the Company.
Very truly yours,
/s/ Haiping Li
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filename1.htm
Skadden,
Arps, Slate, Meagher & Flom
世達國際律師事務所
Partners
Geoffrey
Chan *
Shu
Du *
Andrew
L. Foster *
Chi
T. Steve Kwok *
Edward
H.P. Lam ¨*
Haiping
Li *
Rory
McAlpine ¨
Jonathan
B. Stone *
Kai Sun
Paloma P. Wang
¨
(Also Admitted in England & Wales)
*
(Also Admitted in New York)
42/F, EDINBURGH
TOWER, THE LANDMARK
15 QUEEN'S
ROAD CENTRAL, HONG KONG
________
TEL: (852) 3740-4700
FAX: (852) 3740-4727
www.skadden.com
March
7, 2023
AFFILIATE OFFICES
-----------
BOSTON
CHICAGO
HOUSTON
LOS ANGELES
NEW YORK
PALO ALTO
WASHINGTON, D.C.
WILMINGTON
-----------
BEIJING
BRUSSELS
FRANKFURT
LONDON
MUNICH
PARIS
SÃO PAULO
SEOUL
SHANGHAI
SINGAPORE
TOKYO
TORONTO
VIA EDGAR
Mr. Donald Field
Ms. Taylor Beech
Mr. Blaise Rhodes
Ms. Angela Lumley
Division of Corporation Finance
Office of Trade & Services
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: ZKH Group Limited (CIK No. 0001862044)
Registration Statement on Form F-1
Dear Mr. Field, Ms. Beech, Mr. Rhodes and Ms. Lumley:
On
behalf of our client, ZKH Group Limited, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”),
we are filing herewith the Company’s registration statement on Form F-1 (the “Registration Statement”)
and certain exhibits via EDGAR with the Securities and Exchange Commission (the “Commission”).
In accordance with the Jumpstart Our Business
Startups Act, as amended, the Company is, concurrently with the Registration Statement, filing the draft registration statement and
its amendment thereto that were previously submitted for the non-public review of the staff of the Commission (the
“Staff”). The Company plans to file an amendment to the Registration Statement containing the estimated price
range and offering size as early as March 21, 2023, and to launch the roadshow as early as March 22, 2023, and in no event
earlier than 15 days after the date hereof. The Company further advises the Staff that it plans to submit, jointly with each of the
underwriters, on or around March 23, 2023, to the Commission a request to accelerate the effectiveness of the Registration
Statement to as early as March 27, 2023. The Company would appreciate the Staff’s timely assistance and support to the
Company in meeting the proposed timetable for the offering.
* * *
U.S. Securities and Exchange Commission
March 7, 2023
Page
2
If you have any questions regarding the Registration
Statement, please contact the undersigned by phone at +86 (21) 6193-8200 or via e-mail at haiping.li@skadden.com, or Anthony Chen, partner
at PricewaterhouseCoopers Zhong Tian LLP, by telephone at +86 (755) 8261-8264 or via email at anthony.chen@cn.pwc.com. PricewaterhouseCoopers
Zhong Tian LLP is the independent registered public accounting firm of the Company.
Very truly yours,
/s/ Haiping Li
Haiping Li
Enclosures
cc: Mr. Long Chen, Chairman of the Board of Directors and Chief Executive Officer, ZKH Group Limited
Mr. Chun Chiu Lai, Chief Financial Officer,
ZKH Group Limited
Brian V. Breheny, Esq., Partner, Skadden,
Arps, Slate, Meagher & Flom LLP
Mr. David T. Zhang, Esq., Partner, Kirkland
& Ellis
Mr. Steve Lin, Esq., Partner, Kirkland
& Ellis International LLP
Mr. Ethan Yuxin Chen, Esq., Partner, Kirkland & Ellis
Mr. Anthony Chen, Partner, PricewaterhouseCoopers Zhong Tian
LLP
2