2023年11月27日，来自上海的震坤行工业超市(上海)有限公司的实质控股股东ZKH Group Limited（以下简称“震坤行”）在美国证监会(SEC)更新招股书，拟在美国纽交所IPO上市，股票代码 ZKH。其于2022年3月30日在SEC秘密递表，2023年3月7日公开披露招股书。

震坤行，于11月3日获中国证监会境外发行上市备案通知书。

震坤行招股书链接：

https://www.sec.gov/Archives/edgar/data/1862044/000110465923121057/tm228516-27_f1a.htm

主要业务

震坤行，作为中国领先的MRO工业用品采购服务平台，为客户提供一站式MRO采购和管理服务，实现工业用品供应链的透明、高效、降成本。

* MRO，即Maintenance, Repair & Operations 的缩写，通常是指在实际的生产过程不直接构成产品，只用于维护、维修、运行设备的物料和服务。

震坤行旗下运营2个平台——ZKH(震坤行)、GBB(工邦邦)，主要经营辅料、易耗品、通用设备、备品备件等工业用品。截至2023年9月30日的过去12个月，震坤行服务逾6.4万名客户，产生190万个订单。截至2023年9月30日，震坤行的产品供应涵盖约1720万个SKU和所有主要MRO。

震坤行的一站式MRO采购管理服务，有别于传统MRO采购服务商只专注于产品销售和代理服务，公司提供生产采购计划匹配、产品预筛选、智能推荐、库存优化等一站式MRO采购管理服务。

震坤行的数字化MRO采购解决方案为ZKH客户和GBB客户提供各种数字采购接口和解决方案。此外还为整个MRO行业价值链的参与者提供数字服务，以提高客户和供应商对平台的忠诚度。

震坤行亦提供端到端服务，搭建覆盖全国的“最后一公里”的交付网络。截至2023年9月30日，震坤行在中国的履约网络包括30个配送中心、96个中转仓库、4000多台EVM智能自动售货机。

股东架构

招股书显示，震坤行在上市前的股东架构中，A类股份每股可投1票，B类股份每股可投25票，其中：

陈龙 Long Chen，通过Phoenix ZKH Limited持有890,677,378股B类股，持股16.2%；

* 其他管理层股东的持股实体及员工持股平台，将其所持的所有B类股表决权将不可撤销的完全委托于陈先生，涉及270,402,622股B类股。

李俊雨 Junyu Li，通过June Rain Max Limited持有50,000,000股B类股，持股0.9%；

吴晓依Xiaoyi Wu，通过YIII Limited持有57,541,800股，持股1.0%。

其他董事包括陈双翼 Shuangyi Chen、别丰毅 Fengyi Bie、杨昌湘 Changxiang Yang持股比例少于1%。

Eastern Bell (钟鼎资本)，持股14.9%；

Genesis Capital (元生资本)，持股10.2%；

腾讯，持股9.4%；

加拿大养老金，持股6.4%；

Internet Fund IV(老虎环球旗下基金)，持股5.3%。

其他包括云锋基金、国调基金、中投海外、普洛斯、建发新兴投资、尚颀资本、元禾辰坤、壳牌中国、元禾母基金、惠友投资、红桥创投等亦为震坤行的投资者。

公司架构

招股书显示，震坤行的公司架构如下：

管理层

招股书显示，震坤行的管理层如下：

陈龙 Mr. Long Chenis our founder, director, and chief executive officer. He has served in these roles since our inception. Mr. Chen is in charge of our overall strategy formation and management, operations, product development and research development. Mr. Chen received an executive MBA degree from China Europe International Business School in 2023.

李俊雨 Mr. Junyu Li has served as our director since December 2021. Mr. Li has served as our vice president since June 2018. Mr. Li joined us since our inception and served multiple positions in our company since then. Mr. Li received a bachelor’s degree in environmental engineering from Fudan University in 2002.

陈双翼 Ms. Shuangyi Chenhas served as our director since December 2021. Ms. Chen has served as our vice president since June 2018. Prior to joining us, Ms. Chen served as a director of Asia Pacific financial planning and analysis (FP&A) at Johnson Controls (China) Investment Co., Ltd. from September 2016 to April 2018. From June 2011 to August 2016, Ms. Chen served as the chief financial officer at Comau China. Before that, Ms. Chen had various experience in accounting and finance. Ms. Chen received a bachelor’s degree in international accounting from Shanghai University of International Business and Economics in 1998 and a master’s degree in business administration from Shanghai University of Finance and Economics and Webster University in 2011. Ms. Chen is also a certified general accountant of Canada.

别丰毅 Mr. Fengyi Biehas served as our director since May 2022. Mr. Bie has served as our vice president since January 2018, responsible for sales to our enterprise customers. Mr. Bie also currently serves as a general manager at Shanghai Hangli Industrial Co., Ltd., one of the subsidiaries of ZKH Supply Industrial, where he is responsible for daily business operations and management. Prior to that, Mr. Bie served multiple positions in 3M China Ltd. from April 2005 to December 2017, with the last position held as a senior sales general manager. Mr. Bie received a bachelor’s degree in mechatronics from Zhengzhou University in 2002 and a master’s degree in business management from Business School Netherlands in 2018.

杨昌湘 Mr. Changxiang Yanghas served as our director since December 2021. Mr. Yang has served as our vice president since December 2018. Mr. Yang joined us since our inception and served multiple positions in our company since then. Prior to that, Mr. Yang served as a sales manager at Shanghai Athan Industrial Co., Ltd. from May 2011 to February 2012 and a sales manager at EHSY from December 2007 to May 2011. Mr. Yang received a bachelor’s degree in electronic information engineering from Nanjing University of Science and Technology in 2007.

吴晓依 Ms. Xiaoyi Wuhas served as our director since December 2021. Ms. Wu has worked at Ruiqi Holdings Corporation since April 2018 and currently serves as an assistant to the chairman, an assistant to the president, and a director of the investment department of Ruiqi Holdings Corporation. Prior to that, Ms. Wu was an entrepreneur in the e-commerce industry from July 2014 to March 2018. Ms. Wu received a bachelor’s degree in business communication from Shanghai University of International Business and Economics in 2012 and a bachelor’s degree in business communication from University of Central Lancashire in 2013.

朱迎春 Mr. Yingchun Zhu has served as our director since December 2021. Mr. Zhu has been a partner of Eastern Bell Capital since September 2009. Prior to joining Eastern Bell Capital, Mr. Zhu served as a vice president in Industrial and Commercial East Asia Capital Limited from August 2005 to August 2009. Mr. Zhu served as a vice president in Shanghai Rongbo Investment Management Co., Ltd. since August 2004. From July 2002 to July 2004, Mr. Zhu served as an investment manager of Shenwan Hongyuan Group Co., Ltd. (formerly known as Shenyin & Wanguo Securities Co., Ltd.). Mr. Zhu received a bachelor’s degree in tourism management from Fudan University in 1999 and a master’s degree in tourism management from Fudan University in 2002.

卢山 Mr. Shan Lu has served as our director since April 2023. Mr. Lu has served as an executive director of Yunfeng Capital Limited since 2017. Prior to that, Mr. Lu served as the chief financial officer and the board secretary of Beijing Xinpianchang Media Joint Stock Company from 2016 to 2017. Mr. Lu served as a senior investment director in Fosun Group from 2013 to 2016. From 2008 to 2012, Mr. Lu served as a product director in China Mobile Limited (SHA: 600941; SEHK: 00941). Mr. Lu received a bachelor’s degree in electronic information science and technology and a master’s degree in communication and information system from Beijing University of Posts and Telecommunications in 2005 and 2008, respectively. Mr. Lu also received a master’s degree in business administration from Tsinghua University in 2014.

王肖璠 Ms. Cindy Xiaofan Wangwill serve as our independent director upon the effectiveness of our registration statement on Form F-1, of which this prospectus is a part. Ms. Wang has served as the chief financial officer of Trip.com Group Limited (Nasdaq: TCOM), since November 2013 and its executive vice president since May 2016. Prior to that, Ms. Wang was its vice president since January 2008. Ms. Wang joined Trip.com Group Limited in December 2001 and has held a number of managerial positions. Ms. Wang won the Best CFO Award by Institutional Investor in the 2017 All-Asia Executive Team Rankings in 2017, and China Best CFO Leadership Award by SNAI/ACCA/Korn Ferry in 2021. Previously, Ms. Wang worked with PricewaterhouseCoopers Zhong Tian CPAs Co., Ltd. from 1997 to 1999. Ms. Wang has been a director of MakeMyTrip Limited (Nasdaq: MMYT) since August 2019. She also served on the board of directors of Huazhu Group Limited (Nasdaq: HTHT, SEHK: 1179) from January 2018 to July 2020. Ms. Wang received a master of business administration from Massachusetts Institute of Technology in 2013 and obtained her bachelor’s degree from Shanghai Jiao Tong University in 1997. Ms. Wang is a Certified Public Accountant (CPA).

徐赫 Mr. He Xuwill serve as our independent director upon the effectiveness of our registration statement on Form F-1, of which this prospectus is a part. Mr. Xu joined Lenovo in 2001 and has held a number of managerial positions. Mr. Xu has served as chief executive officer of Leshines Zhida (Hainan) Supply Chain Management Co., Ltd., an indirect subsidiary of Lenovo Group Limited (SEHK: 0992), since its inception. Prior to that, Mr. Xu served as chief transformation officer of Lenovo’s global supply chain strategy and operation team from June 2016 to March 2021, strategy and operation director of Lenovo’s PC and Enterprise Business Group global operation team from September 2015 to May 2016, and chief operating officer and board secretary of LC Future Center Limited from July 2014 to August 2015. Mr. Xu received a bachelor’s degree in management science and technology from Beijing Jiaotong University in 2000. Mr. Xu is currently attending an executive education program on the digital transformation of enterprises at China Europe International Business School.

赖俊超 Mr. Chun Chiu Lai has served as our chief financial officer since February 2022. Prior to joining us, from April 2014 to June 2021, Mr. Lai worked at China International Capital Corporation Hong Kong Securities Limited, with his last position being an executive director in the investment banking division, advising clients on initial public offerings, mergers and acquisitions and other strategic transactions. Mr. Lai received a bachelor’s degree in business administration from Hong Kong University of Science and Technology in 2008 and a master’s degree from the University of Nottingham in 2010.

Mr. Yang Liu has served as our chief technology officer since April 2023. Mr. Liu has extensive experience in technical management. Prior to joining us, Mr. Liu served as a general manager at Alibaba (Beijing) Software Services Co., Ltd. from October 2014 to March 2023, where he oversaw the business unit covering e-commerce, cloud-computing and digital media. Mr. Liu served as a senior technical product manager at Lenovo (Beijing) Co., Ltd. from March 2011 to October 2014 and a technical architect at Amlogic (Shanghai) Co., Ltd. (SHA: 688099) from December 2007 to February 2011. Mr. Liu received a bachelor’s degree in computer science and technology from Beijing University of Posts and Telecommunications in 2005 and a master’s degree in computer science and technology from Tsinghua University in 2007.

公司业绩

招股书显示，在过去的2020财年、2021财年、2022财年和2023财年前九个月，震坤行的收入分别为人民币46.20亿、75.00亿、80.87亿和60.17亿元，相应的净亏损分别为人民币3.97亿、10.94亿、7.31亿和3.25亿元。

中介机构

震坤行是次IPO的的中介团队主要有：德意志银行、华兴资本、中金公司(39.880, 0.39, 0.99%)为其联席承销商；普华永道为其审计师；汉坤、世达分别为其公司中国律师、公司美国律师；通商、凯易为其承销商中国律师、承销商美国律师。

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