← Back to ZKH filing summaryThis is the extracted source text from the SEC filing. Formatting may differ from the original document.
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report on Form 20-F. This discussion contains forward-looking statements that involve risks and uncertainties about our business and operations. Our actual results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those we describe under “Item 3. Key Information—D. Risk Factors” and elsewhere in this annual report on Form 20-F.
A.Operating Results
Overview
We are a leading MRO procurement service platform built upon strong supply chain capabilities, servicing customers internationally through a product-led, agentic AI-driven approach. Reducing high procurement costs, solving systematic management efficiency challenges, and revolutionizing the opaque MRO procurement process are our top priorities. We strive to create a fully integrated cycle of MRO procurement, warehousing, and fulfillment, by leveraging our comprehensive selection of readily available MRO products, robust fulfillment capabilities, and cutting-edge agentic AI tools, powered by our deep industry know-how and purpose-built supply chain infrastructure.
Our revenue model includes a product sales model and a marketplace model. Our product sales model contributes the majority of our revenues. Under our product sales model, we purchase products from suppliers and sell them to our customers. Under our marketplace model, suppliers sell products to customers over our platform and pay us commissions on sales.
Our GMV reached RMB11.1 billion in 2023, decreased by 5.4% to RMB10.5 billion in 2024, and further decreased to RMB10.1 billion (US$1.4 billion) in 2025.
Our net revenues increased by 0.5% from RMB8,721.2 million in 2023 to RMB8,761.3 million in 2024, and further increased by 2.6% to RMB8,987.7 million (US$1,285.2 million) in 2025. As we recognize net revenues from our marketplace model on a net basis, the greater contribution from our marketplace model may lead to further divergence between the growth rates of our GMV and total net revenues.
Our gross profit, calculated by subtracting cost of revenues from net revenues, increased by 4.0% from RMB1,452.4 million in 2023 to RMB1,510.5 million in 2024 and decreased by 2.3% to RMB1,475.7 million (US$211.0 million) in 2025. Our gross margin, representing gross profit as a percentage of net revenues, was 16.7%, 17.2% and 16.4% in 2023, 2024 and 2025, respectively.
103
Table of Contents
Our loss from operations, calculated by subtracting operating expenses from gross profit, decreased by 15.0% from RMB398.7 million in 2023 to RMB338.8 million in 2024, and further decreased by 37.0% to RMB213.3 million (US$30.5 million) in 2025. Our operating margin, representing loss from operations as a percentage of net revenue, was -4.6%, -3.9%, and -2.4% in 2023, 2024 and 2025, respectively.
We incurred net loss of RMB304.9 million, RMB268.0 million and RMB139.7 million (US$20.0 million) in 2023, 2024 and 2025, respectively.
We incurred non-GAAP adjusted net loss of RMB287.5 million, RMB159.5 million and RMB85.9 million (US$12.3 million) in 2023, 2024 and 2025, respectively.
Key Factors Affecting Our Results of Operations
Our results of operations and financial condition are affected by the general factors affecting China’s MRO procurement service market, including China’s overall economic growth, the competitive environment in China and the changes in the cost of raw materials used in our products. In addition, our results of operations and financial condition are also affected by factors driving the MRO procurement service market in China, such as the number and performance of industrial enterprises, the acceptance and extent of digital transformation of MRO procurement services, the scope of MRO products and service offerings, fulfillment capabilities, and the availability of advanced digital solutions and intelligent services. Unfavorable changes in any of these general factors could materially and adversely affect our results of operations.
While our business is influenced by general factors affecting our industry, our results of operations are more directly affected by the following specific factors.
Our ability to expand our customer base, especially the number of high-spending customers and average spending of our customers
Growth in the number of customers is a key driver of our revenue growth, as substantially all of our revenues are generated from selling MRO products. The continued growth of our customer base depends on our ability to retain existing customers and acquire new customers. The number of our customers increased from over 66,000 in 2023 to over 83,000 in 2024, and further to over 155,000 in 2025. In order to enhance our acquisition and retention of customers, we will continue adjusting the mix of our product and service offerings, maintaining and deepening relationships with existing customers, exploring new services, features and functionalities responsive to customers’ demands, and promoting our brands recognition.
The number of ZKH customers who contributed GMV of more than RMB1 million to us in a given year was over 1,300 in 2023, over 1,300 in 2024, and over 1,500 in 2025. Over the years, our customers have exhibited significant loyalty to our platform. Approximately 96.6% of our top 500 customers in terms of GMV in 2024 transacted with us in 2025. High-spending customers are important to our business because they are enterprises with steady demand for MRO products and stable procurement schedules. To improve the spending from our existing customers, we plan to customize our services based on our analysis of customers’ historical MRO procurement patterns, upgrade our fulfillment services, recommend digital solutions to help them digitalize their business operations, and introduce new product and service offerings.
Our business and product mix
Our results of operations are affected by the mix of business models that we operate. By customer type, we mainly serve (i) large to small- and mid-sized businesses on our ZKH platform and (ii) retailer customers and micro businesses on our GBB platform. By revenue model, we derive revenue from our product sales model and our marketplace model. Under our product sales model, we purchase products from suppliers and sell them to our customers. Under our marketplace model, suppliers sell products to customers over our platform and pay us commissions on sales. On our ZKH platform, we operate both product sales and marketplace models, and on our GBB platform, we currently primarily operate our product sales model. As GBB customers generally use cash settlement with no credit term and most of them are trading companies which will resell the products procured on our platform, we generally set prices on our GBB platform to be lower than our ZKH platform, which explains the higher gross margin of our ZKH platform.
104
Table of Contents
Our cost of revenues primarily consists of purchase price of products under our product sales model, and also includes inbound shipping charges and write-downs of inventories. We incur minimal cost of revenues under our marketplace model, which has a significantly higher gross margin than our product sales model. We expect our cost of revenues to increase in absolute amounts as we continue to grow our business. However, we believe our expansion in business scale and transaction volume will help us obtain more favorable terms from suppliers, including pricing terms, and our expansion in our marketplace model will improve the overall gross margin of our business.
Our results of operations are also affected by the mix of products sold on our platform. Our product lines can be broadly divided into five categories: spare parts, chemicals, manufacturing parts, general consumables, and office supplies. Different products may have different gross margins. Our product capability is driven by our ability to offer suitable products for customers. We will continue to invest in our product team to constantly optimize the selection of SKUs on our platform. The product mix on our platform may change from time to time in response to customers’ evolving procurement demands, which may impact our gross margin.
Our ability to manage operating expenses
Our results of operations depend in part on our ability to manage our operating expenses, including fulfillment expenses, sales and marketing expenses, general and administrative expenses and research and development expenses. We expect our operating expenses to increase in absolute amounts in the foreseeable future as we keep growing our business and hire more personnel. We will continue our initiatives to control our operating expenses, for example, through the adoption of direct shipping from suppliers to customers to reduce our fulfillment expenses. As our business scale grows, we believe we will have more operating leverage on our operating expenses. In addition, our ability to manage operating expenses may be impacted by the costs associated with establishing and scaling new international operations.
Our ability to expand and maintain relationships with suppliers and service providers
Maintaining healthy collaborative relationships with MRO product suppliers and fulfillment service providers is critical to our business success. We source MRO products from suppliers for transactions on our platform. As our business grows in scale, we expect to further increase our purchase volume. We believe that this will solidify and expand our business relationships with suppliers, which in turn would help us to enhance our product selection and offer products at better prices for our customers. As we attract more customers and generate greater transaction volume on our platform, we must maintain strong relationships with suppliers and service providers to ensure sufficient supply of MRO products and superior fulfillment experiences.
Our ability to manage working capital
Our ability to effectively manage our working capital affects our operating cash flow. We actively manage our accounts receivable, accounts payable and inventory pursuant to our internal protocols and policies. For accounts receivable and accounts payable, we perform credit assessments and take transaction amount, business relationship and business prospects into consideration when evaluating our customers and suppliers’ performance before conducting transactions with them. We plan to optimize our business arrangements with our transaction counterparties. We expect our GBB platform to positively impact our cash flow, as GBB customers generally use cash settlement with no credit term. We will continue to optimize our inventory management via system integration with more suppliers, the usage of direct shipping in more orders and the reduction of secondary transport movements from warehouses to customers as appropriate.
105
Table of Contents
Key Components of Results of Operations
Revenues
Our net revenues are comprised of net product revenues, net service revenues and other revenues. The following table sets forth the components of our revenues and percentages of our total net revenues for the years presented:
For the Year Ended December 31,
2023 2024 2025
RMB % RMB % RMB US$ %
(in thousands, except for percentages)
Net revenues:
Net product revenues
From ZKH platform 7,381,501 84.7 7,450,211 85.0 7,757,464 1,109,303 86.3
From GBB platform 960,102 11.0 999,257 11.4 1,009,287 144,326 11.2
Net service revenues 307,412 3.5 244,707 2.8 171,264 24,490 1.9
Other revenues 72,160 0.8 67,143 0.8 49,723 7,110 0.6
Total 8,721,175 100.0 8,761,318 100.0 8,987,738 1,285,229 100.0
Under our product sales model, we purchase products from suppliers and sell them directly to our customers. Net product revenues are derived from the sales price of the MRO products sold directly to customers, net of discounts and return allowances when the products are delivered to customers. We record revenues from our product sales model on a gross basis as we act as the principal in these transactions.
Under our marketplace model, suppliers sell products to customers over our platform and pay us commissions on sales. Net service revenues consist of such commissions earned from suppliers for sales made through our platform. We recognize service revenues on a net basis as we act as an agent in these transactions, net of the return allowances, when the products are delivered to customers. Since net service revenues are recognized on a net basis, a higher proportion of GMV generated from our marketplace model tends to increase the difference between our GMV and net revenues. In 2023, 2024 and 2025, we derived net product revenues from both our ZKH platform and our GBB platform, and a majority of net service revenues from our ZKH platform.
Other revenues primarily consist of revenues generated from providing operating lease services covering certain types of machinery and equipment, testing and repairment services as well as warehousing and logistics services.
Cost of revenues
Purchase price of products constitutes the majority of cost of revenues. Cost of revenues also includes inbound shipping charges and write-downs of inventories. The cost of revenues does not include outbound shipping and handling expenses, payroll and benefits of logistic staff or logistic centers rental expenses, which are included in fulfillment expenses. We recorded cost of revenues of RMB7,268.7 million in 2023, RMB7,250.8 million in 2024, and RMB7,512.1 million (US$1,074.2 million) in 2025, representing 83.3%, 82.8%, and 83.6% of our total net revenues in the respective years.
106
Table of Contents
The following table sets forth our cost of revenues by business models and by platforms and percentages of our total cost of revenues for the years presented:
For the Year Ended December 31,
2023 2024 2025
RMB % RMB % RMB US$ %
(in thousands, except for percentages)
Cost of revenues:
Under product sales:
ZKH platform 6,335,292 87.2 6,258,022 86.3 6,526,949 933,341 86.9
GBB platform 898,313 12.4 944,014 13.0 943,535 134,924 12.6
Under marketplace(1) — — — — — — —
Others 35,136 0.5 48,811 0.7 41,592 5,948 0.5
Total 7,268,741 100.0 7,250,847 100.0 7,512,076 1,074,213 100.0
Note:
(1) We incurred minimal cost of revenues under our marketplace model.
Gross profit and gross margin
Our gross margin is affected by our scale, the mix of business models that we operate, the mix of platforms we operate, and the mix of products sold on our platform. The following table sets forth our gross profit and gross margin under the respective business models and platforms for the years presented. Gross profit is calculated by subtracting cost of revenues from net revenues, and gross margin represents gross profit as a percentage of net revenues.
For the Year Ended December 31,
2023 2024 2025
Gross Gross Gross Gross Gross Gross
Profit Margin Profit Margin Profit Margin
RMB % RMB % RMB US$ %
(in thousands, except for percentages)
Under product sales:
ZKH platform 1,046,209 14.2 1,192,189 16.0 1,230,515 175,961 15.9
GBB platform 61,789 6.4 55,243 5.5 65,752 9,402 6.5
Under marketplace4 307,412 100.0 244,707 100.0 171,264 24,490 100.0
Others 37,024 51.3 18,332 27.3 8,131 1,163 16.4
Total 1,452,434 16.7 1,510,471 17.2 1,475,662 211,016 16.4
4 Take rate of the marketplace model was 11.2%, 12.6% and 13.1% for 2023, 2024 and 2025, respectively. Take rate is calculated by dividing gross profit from the marketplace model by GMV from the marketplace model.
Operating expenses
Operating expenses consist of fulfillment expenses, sales and marketing expenses, research and development expenses, and general and administrative expenses.
107
Table of Contents
The following table sets forth the components of our operating expenses by amounts and percentages of total net revenues for the years presented:
For the Year Ended December 31,
2023 2024 2025
RMB % RMB % RMB US$ %
(in thousands, except for percentages)
Operating expenses:
Fulfillment 438,959 5.0 391,687 4.5 362,173 51,790 4.0
Sales and marketing 700,791 8.0 641,519 7.3 585,039 83,659 6.5
Research and development 175,915 2.0 169,496 1.9 165,518 23,669 1.8
General and administrative 535,493 6.1 646,539 7.4 576,269 82,405 6.4
Total 1,851,158 21.2 1,849,241 21.1 1,688,999 241,523 18.7
Fulfillment expenses. Fulfillment expenses consist primarily of (i) payroll and related expenses for employees involved in warehousing, shipping, delivery and fulfillment, (ii) expenses incurred in providing logistics services for outbound shipping, including expenses charged by third-party couriers for dispatching and delivering our products, and (iii) lease expenses of our distribution centers and transit warehouses. Due to our business expansion, we expect our fulfillment expenses to increase in absolute amounts in the foreseeable future.
Sales and marketing expenses. Sales and marketing expenses consist primarily of payroll and related expenses for employees involved in sales and marketing activities, and advertising costs. We expect our sales and marketing expenses to increase in absolute amounts in the foreseeable future as we plan to continue to invest in customer acquisition efforts and increase our brand awareness.
Research and development expenses. Research and development expenses consist primarily of payroll and related expenses for research and development employees involved in designing, developing and maintaining software and technology platform, and technology infrastructure costs. We expect our research and development expenses to increase in absolute amounts in the foreseeable future as we continue to invest in technology and innovation to expand our technology capabilities.
General and administrative expenses. General and administrative expenses consist primarily of employee related expenses for product line and other general corporate functions, including administration, finance, tax, legal and human relations, costs associated with these functions including facilities and equipment depreciation expenses, professional fee, rental expenses, and other general corporate related expenses. We expect that our general and administrative expenses will increase in absolute amounts in the foreseeable future, as we hire additional personnel, devote more resources in product line sourcing, selection and recommendation, and incur additional expenses related to the anticipated growth of our business and our operation as a public company.
Taxation
Cayman Islands
We are incorporated in the Cayman Islands. The Cayman Islands currently levies no taxes on corporations based upon profits, income, gains or appreciation. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within the jurisdiction of the Cayman Islands.
British Virgin Islands
Under the current laws of the British Virgin Islands, entities incorporated in the British Virgin Islands are not subject to tax on their income or capital gains.
108
Table of Contents
Hong Kong
Under the current Hong Kong Inland Revenue Ordinance, our subsidiaries incorporated in Hong Kong are subject to 16.5% Hong Kong profit tax on their taxable income generated from operations in Hong Kong. Additionally, payments of dividends by our subsidiaries incorporated in Hong Kong are not subject to any Hong Kong withholding tax.
Chinese mainland
Generally, our subsidiaries incorporated in Chinese mainland are subject to enterprise income tax on their worldwide taxable income as determined under PRC tax laws and accounting standards at a rate of 25%. ZKH Industrial Supply (Shanghai) Co., Ltd. enjoyed a preferential income tax rate of 15% from 2018 to 2021 because it used to qualify as a “High and New Technology Enterprise.” Shenzhen Kuntong Smart Warehousing Technology Co., Ltd. is entitled to a preferential income tax rate of 15% until 2026 unless renewed because of its qualification as a “High and New Technology Enterprise.”
The PRC Enterprise Income Tax Law and regulations provide that entities recognized as software enterprises are able to enjoy a tax exemption for two years commencing from their first profitable calendar year and a 50% reduction in ordinary tax rate for the following three calendar years.
An enterprise engaged in research and development activities is entitled to claim an additional tax deduction amounting to 100% of the qualified research and development expenses incurred in determining its tax assessable profits for that year from January 1, 2023.
Dividends paid by our wholly foreign-owned subsidiary in Chinese mainland to our intermediary holding company in Hong Kong will be subject to a withholding tax rate of 10%, unless the Hong Kong entity satisfies all the requirements under the Arrangement between Chinese mainland and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income and receives approval from the tax authority. If our Hong Kong subsidiary satisfies all the requirements under the tax arrangement and receives approval from the tax authority, then the dividends paid to the Hong Kong subsidiary will be subject to withholding tax at the standard rate of 5%.
If our holding company in the Cayman Islands or any of our subsidiaries outside of Chinese mainland were deemed to be a “resident enterprise” under the PRC Enterprise Income Tax Law, it would be subject to enterprise income tax on its worldwide income at a rate of 25%. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders or ADS holders.”
109
Table of Contents
Results of Operations
The following table sets forth a summary of our consolidated results of operations for the years presented, both in absolute amount and as a percentage of our total net revenues for the years presented. This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report. The results of operations in any period are not necessarily indicative of our future trends.
For the Year Ended December 31,
2023 2024 2025
RMB % RMB % RMB US$ %
(in thousands, except for percentages)
Net revenues
Net product revenues 8,341,603 95.6 8,449,468 96.4 8,766,751 1,253,629 97.5
Net service revenues 307,412 3.5 244,707 2.8 171,264 24,490 1.9
Other revenues 72,160 0.8 67,143 0.8 49,723 7,110 0.6
Total net revenues 8,721,175 100.0 8,761,318 100.0 8,987,738 1,285,229 100.0
Cost of revenues (7,268,741) (83.3) (7,250,847) (82.8) (7,512,076) (1,074,213) (83.6)
Operating expenses:
Fulfillment(1) (438,959) (5.0) (391,687) (4.5) (362,173) (51,790) (4.0)
Sales and marketing(1) (700,791) (8.0) (641,519) (7.3) (585,039) (83,659) (6.5)
Research and development(1) (175,915) (2.0) (169,496) (1.9) (165,518) (23,669) (1.8)
General and administrative(1) (535,493) (6.1) (646,539) (7.4) (576,269) (82,405) (6.4)
Loss from operations (398,724) (4.6) (338,770) (3.9) (213,337) (30,507) (2.4)
Interest and investment income 53,703 0.6 64,246 0.7 50,088 7,162 0.6
Interest expense (19,343) (0.2) (19,003) (0.2) (11,350) (1,623) (0.1)
Others, net 59,659 0.7 26,497 0.3 35,546 5,083 0.4
Loss before income tax (304,705) (3.5) (267,030) (3.0) (139,053) (19,884) (1.5)
Income tax benefits/(expenses) (195) 0.0 (1,013) 0.0 (689) (99) 0.0
Net loss (304,900) (3.5) (268,043) (3.1) (139,742) (19,983) (1.6)
Net loss attributable to ZKH Group Limited (304,314) (3.5) (268,043) (3.1) (139,742) (19,983) (1.6)
Net loss attributable to ZKH Group Limited’s ordinary shareholders (964,384) (11.1) (268,043) (3.1) (139,742) (19,983) (1.6)
Note:
Share-based compensation expenses were allocated as follows:
For the Year Ended December 31,
2023 2024 2025
RMB % RMB % RMB US$ %
(in thousands, except for percentages)
Fulfillment 195 1.1 811 0.8 674 96 1.3
Sales and marketing 4,682 26.9 11,055 10.2 8,294 1,186 15.4
Research and development 3,070 17.7 4,615 4.2 4,283 612 8.0
General and administrative 9,446 54.3 92,035 84.8 40,568 5,801 75.3
Total 17,393 100.0 108,516 100.0 53,819 7,695 100.0
110
Table of Contents
Year ended December 31, 2025 compared to year ended December 31, 2024
Net revenue
Our net revenues increased from RMB8,761.3 million in 2024 to RMB8,987.7 million (US$1,285.2 million) in 2025, representing an increase of 2.6% from RMB8,761.3 million in 2024, primarily driven by higher revenues from the product sales model, partially offset by a decline in revenues from the marketplace model due to the optimization of certain businesses with low margins and long customer credit terms.
Net product revenues. Our net product revenues were RMB8,766.8 million (US$1,253.6 million), representing an increase of 3.8% from RMB8,449.5 million in 2024. The increase was mainly attributable to higher revenues generated from ZKH platform and GBB platform, primarily driven by increased customer numbers.
Net service revenues. Net service revenues decreased by 30.0% from RMB244.7 million in 2024 to RMB171.3 million (US$24.5 million) in 2025, primarily due to the optimization of certain businesses with low margins and long customer credit terms under the marketplace model.
Other revenues. Other revenues decreased by 25.9% from RMB67.1 million in 2024 to RMB49.7 million (US$7.1 million) in 2025, mainly attributable to lower revenues generated from our warehousing and logistic services and operating lease services for certain types of machinery and equipment.
Cost of revenues
Our cost of revenues increased by 3.6% from RMB7,250.8 million in 2024 to RMB7,512.1 million (US$1,074.2 million) in 2025. The increase was in line with the growth in product revenues. The cost of revenues on our ZKH platform under our product sales model increased from RMB6258.0 million in 2024 to RMB6,526.9 million (US$933.3 million) in 2025. The cost of revenues on our GBB platform under our product sales model decreased from RMB944.0 million in 2024 to RMB943.5 million (US$134.9 million) in 2025.
Our gross margin decreased from 17.2% in 2024 to 16.4% in 2025, primarily due to changes in customer and product mix.
Operating expenses
Our total operating expenses were RMB1,689.0 million (US$241.5 million), a decrease of 8.7% from RMB1,849.2 million in 2024. Operating expenses as a percentage of net revenues were 18.8%, compared with 21.1% in 2024.
Fulfillment expenses. Our fulfillment expenses decreased by 7.5% from RMB391.7 million in 2024 to RMB362.2 million (US$51.8 million) in 2025. The decrease was primarily attributable to lower warehouse rental costs and employee benefit expenses. Fulfillment expenses as a percentage of net revenues were 4.0% in 2025, compared with 4.5% in 2024.
Sales and marketing expenses. Our sales and marketing expenses decreased by 8.8% from RMB641.5 million in 2024 to RMB585.0 million (US$83.7 million) in 2025. The decrease was primarily attributable to lower travel expenses and employee benefit expenses. Sales and marketing expenses as a percentage of net revenues were 6.5% in 2025, compared with 7.3% in 2024.
Research and development expenses. Our research and development expenses decreased by 2.3% from RMB169.5 million in 2024 to RMB165.5 million (US$23.7 million) in 2025. The decrease was primarily attributable to lower employee benefit expenses. Research and development expenses as a percentage of net revenues were 1.8% in 2025, compared with 1.9% in 2024.
General and administrative expenses. Our general and administrative expenses decreased by 10.9% from RMB646.5 million in 2024 to RMB576.3 million (US$82.4 million) in 2025. The decrease was primarily attributable to lower share-based compensation expenses and credit loss allowances. General and administrative expenses as a percentage of net revenues were 6.4% in 2025, compared with 7.4% in 2024.
111
Table of Contents
Interest expense
We recorded interest expense of RMB11.4 million (US$1.6 million) in 2025, attributable to short-term bank borrowings. We recorded interest expense of RMB19.0 million in 2024.
Loss from operations
Our loss from operations was RMB213.3 million (US$30.5 million), compared with RMB338.8 million in 2024. Operating loss margin was 2.4% in 2025, compared with 3.9% in 2024.
Net loss
As a result of the foregoing, we recorded net loss of RMB139.7 million (US$20.0 million) in 2025, compared to RMB268.0 million in 2024.
Non-GAAP Financial Measures
To provide investors with additional information regarding our financial results, we have disclosed in the table below non-GAAP EBITDA and non-GAAP net loss. 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.
We present the following non-GAAP financial measures because they are used by the management to evaluate our operating performance and formulate business plans. We believe 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 loss and certain expenses that are not expected to result in future cash payments or that are non-recurring in nature. We also believe 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 prospects and allows for greater visibility with respect to key metrics used by the management in financial and operational decision making.
Non-GAAP EBITDA
Our non-GAAP EBITDA was negative RMB79.3 million (US$11.3 million) in 2025, compared with negative RMB193.3 million in 2024. Non-GAAP EBITDA margin was negative 0.9% in 2025, compared with negative 2.2% in 2024. Non-GAAP EBITDA is defined as net profit/(loss) before interest expenses, income tax expenses/(benefits) and depreciation and amortization expenses. The following table sets forth a summary of our non-GAAP EBITDA for the years presented:
For the Year Ended December 31,
2023 2024 2025
RMB RMB RMB US$
(in thousands)
Net Loss (304,900) (268,043) (139,742) (19,983)
Income tax benefits 195 1,013 689 99
Interest expense 19,343 19,003 11,350 1,623
Depreciation and amortization 73,466 54,769 48,356 6,915
Non-GAAP EBITDA (211,896) (193,258) (79,347) (11,346)
112
Table of Contents
Non-GAAP adjusted net loss
Our non-GAAP adjusted net loss was RMB85.9 million (US$12.3 million), compared with RMB159.5 million in 2024. Non-GAAP adjusted net loss margin was 1.0%, compared with 1.8% in 2024. Non-GAAP adjusted net profit/(loss) is defined as net profit/(loss) excluding share-based compensation expenses. The following table sets forth a summary of our non-GAAP adjusted net loss for the years presented:
For the Year Ended December 31,
2023 2024 2025
RMB RMB RMB US$
(in thousands)
Net Loss (304,900) (268,043) (139,742) (19,983)
Add: Share-based compensation expenses 17,393 108,516 53,819 7,696
Non-GAAP Adjusted Net Loss (287,507) (159,527) (85,923) (12,287)
Year ended December 31, 2024 compared to year ended December 31, 2023
For the discussion covering items for the fiscal year ended December 31, 2024 and a comparison between the fiscal year ended December 31, 2024 and 2023, please refer to “Item 5. - Operating and Financial Review and Prospects - A. Operating Results - Results of Operations” of our annual report on Form 20-F for the fiscal year ended December 31, 2024 filed with SEC on April 17, 2025.
B.Liquidity and Capital Resources
The following table sets forth a summary of our cash flows for the years presented:
For the Year Ended December 31,
2023 2024 2025
RMB RMB RMB US$
(in thousands)
Net cash (used in)/provided by operating activities (567,948) 229,069 13,691 1,958
Net cash (used in)/provided by investing activities (908,302) 276,080 (324,472) (46,399)
Net cash provided by/(used in) financing activities 715,724 (254,185) (104,469) (14,939)
Effect of exchange rate changes on cash, cash equivalents and restricted cash 5,042 15,546 (9,187) (1,314)
Increase/(Decrease) in cash, cash equivalents and restricted cash (755,484) 266,510 (424,438) (60,694)
Cash, cash equivalents and restricted cash at beginning of year 2,005,856 1,250,372 1,516,882 216,911
Cash, cash equivalents and restricted cash at end of year 1,250,372 1,516,882 1,092,444 156,217
113
Table of Contents
Our primary sources of liquidity have been cash provided by equity and debt financing activities and credit facilities from commercial banks. As of December 31, 2023, 2024 and 2025, our cash, cash equivalents and restricted cash were RMB1,250.4 million, RMB1,516.9 million and RMB1,092.4 million (US$156.2 million). Our cash and cash equivalents consist of demand deposit, time deposits with original maturities less than three months and cash placed with banks and third-party payment processor, which are unrestricted as to withdrawal or use. Our restricted cash consists primarily of security deposits held in designated bank accounts for a currency exchange forward contract, payment guarantees and supplier financial programs.
We believe that our current cash and cash equivalents will be sufficient to meet our anticipated working capital requirements and capital expenditures for at least the next 12 months. In the future, we may decide to enhance our liquidity position or increase our cash reserve for future business operations and investments through additional capital and finance funding. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.
As of December 31, 2025, 68.42% and 29.29% of our cash and cash equivalents were held in Chinese mainland and Hong Kong, respectively; 68.84% of our cash and cash equivalents was denominated in Renminbi and 28.02% was denominated in U.S. dollars. As of December 31, 2025, 47.11% and 42.89% of our restricted cash was held in Chinese mainland and Hong Kong, respectively; 47.58% of our restricted cash was denominated in Renminbi and 52.42% of our restricted cash was denominated in U.S. dollars.
As of December 31, 2025, we maintained several unsecured revolving credit facilities provided by certain financial institutions for an aggregate amount of RMB2,400.0 million. An aggregated amount of RMB886.1 million has been drawn as of December 31, 2025, including (i) RMB240.0 million of bank borrowings with expiration dates ranging from February 2026 to June 2026. The interest rate on any outstanding utilized amount under these bank borrowings is calculated at LPR minus 92 basis. As of December 31, 2025, the one-year LPR was 3.00%. The borrowings are denominated in RMB; (ii) outstanding accounts payable under the supplier finance program of RMB439.9 million with expiration dates ranging from January 2026 to June 2026; (iii) bank guarantees on the Group’s purchase commitment of RMB165.2 million in aggregate; (iv) factoring of trade receivables of RMB43.0 million; and (v) discounting of commercial notes receivables of RMB1.2 million with expiration dates ranging from January 2026 to May 2026. Some of our banking facilities are subject to covenants relating to our financial performance and results of operations. In the event we breached any of these covenants, the drawn down facilities would become payable on demand. We regularly monitor our compliance with these covenants. As of the date of this annual report, none of the covenants relating to drawn down facilities had been breached.
Our accounts and notes payable primarily includes amounts payable to the suppliers associated with our product sales. As of December 31, 2023, 2024 and 2025, our accounts and notes payable amounted to RMB2,883.4 million, RMB2,553.4 million and RMB2,718.9 million (US388.8 million), respectively, including accounts payable amounting to RMB2,875.2million, RMB2,546.1million, and RMB2718.9 million (US388.8 million), respectively. Our notes payable primarily include short-term notes, generally with terms between three to six months provided to our suppliers and manufacturers.
Our accounts payable turnover days (inclusive of notes payable) were 136.6 days in 2023, 137.2 days in 2024, and 128.1 days in 2025. Accounts payable turnover days for a given period is equal to the average of the accounts payable and notes payable at the beginning and the end of the period divided by cost of revenues during the period and then multiplied by the number of days during the period.
We also track our accounts payable turnover days on a GMV basis. Our accounts payable turnover days on a GMV basis were 103.1 days in 2023, 110.9 days in 2024, and 111.1 days in 2025. Accounts payable turnover days on a GMV basis for a given period are equal to the average of the accounts payable and notes payable at the beginning and the end of the period divided by cost of GMV, which is equal to GMV minus gross profit, during the period and then multiplied by the number of days during the period.
114
Table of Contents
Our net accounts receivable primarily includes amounts due from customers. As of December 31, 2023, 2024 and 2025, our net accounts receivable amounted to RMB3,639.8 million, RMB3,090.3 million and RMB3,257.2 million (US465.8 million), respectively. Our notes receivable primarily includes bank acceptance notes. We accept bank acceptance notes from customers for products sold or services performed in the ordinary course of business. Bank acceptance notes are primarily negotiable instruments with cash settlement from commercial banks within six months. Upon receipt of the bank acceptance notes, our accounts receivable from the customer will be derecognized. The bank acceptance notes can also be endorsed to suppliers as settlement of accounts payable. Bank acceptance notes with face value of RMB143.8million, RMB369.6million and RMB622.5 million (US$89.0 million) were endorsed to suppliers as of December 31, 2023, 2024 and 2025, respectively.
Our accounts receivable turnover days (inclusive of notes receivable) were 154.2 days in 2023, 158.1 days in 2024 and 142.2 days in 2025. Accounts receivable turnover days for a given period are equal to the average of the accounts receivable and notes receivable at the beginning and the end of the period, excluded allowance of credit losses, divided by total net revenues during the period and then multiplied by the number of days during the period.
We also track our accounts receivable turnover days on a GMV basis. Our accounts receivable turnover days on a GMV basis were 124.7 days in 2023, 132.2 days in 2024 and 126.1 days in 2025. Accounts receivable turnover days on a GMV basis for a given period are equal to the average of the accounts receivable and notes receivable at the beginning and the end of the period divided by total GMV during the period and then multiplied by the number of days during the period.
Our inventories primarily consist of the inventory balance of goods we purchased under our product sales model. Under our marketplace model, third-party sellers maintain ownership of their inventories and therefore these products are not included in our inventories. Our inventories increased from RMB625.4 million as of December 31, 2024 to RMB669.8 million (US$95.8 million) as of December 31, 2025. The increase from December 31, 2024 to December 31, 2025 was primarily due to a proactive inventory stocking strategy to support anticipated demand. Our inventory turnover days were 35.4 days in 2023, 35.3 days in 2024 and 33.6 days in 2025. The inventory turnover days for a given period are equal to the average of the inventory balances at the beginning and end of the period, excluded write-down of inventory, divided by the cost of revenues during the period, and then multiplied by the number of days in the period.
We also track our inventory turnover days on a GMV basis. Our inventory turnover days on a GMV basis were 26.7 days in 2023, 28.6 days in 2024 and 29.2 days in 2025. Inventory turnover days on a GMV basis for a given period are equal to the average of the inventory balances at the beginning and the end of the period divided by cost of GMV during the period and then multiplied by the number of days during the period.
As a Cayman Islands exempted company and offshore holding company, we are permitted under PRC laws and regulations to provide funding to our Chinese mainland subsidiaries only through loans or capital contributions, subject to the approval or registration of government authorities and limits on the amount of capital contributions and loans. This may delay us from using the proceeds from our initial public offering to make loans or capital contributions to our Chinese mainland subsidiaries. However, most of these uses are subject to PRC regulations. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from making loans or additional capital contribution to our Chinese mainland subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.”
We expect that substantially all of our future revenues will be denominated in Renminbi for the foreseeable future. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior SAFE approval as long as certain routine procedural requirements are fulfilled. Therefore, our Chinese mainland subsidiaries are allowed to pay dividends in foreign currencies to us without prior SAFE approval by following certain routine procedural requirements. However, approval from or registration with competent government authorities is required where the Renminbi is to be converted into foreign currency and remitted out of Chinese mainland to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may, in its discretion, restrict access to foreign currencies for current account transactions in the future.
115
Table of Contents
Operating activities
Our operating cash flow decreased from an inflow of RMB229.1 million in 2024 to an inflow of RMB13.7 million (US2.0million) in 2025, as compared to a net loss of RMB268.0 million in 2024 and a net loss of RMB139.7 million (US$20.0 million) in 2025, respectively. The decrease was primarily due to changes in certain working capital accounts, principally, an increase of RMB199.3 million in accounts receivable and an increase of RMB75.7 million in inventories, partially offset by an increase of RMB165.5 million in accounts and notes payable and a decrease of RMB120.9 million in notes receivable. The principal non-cash items affecting the difference between our net cash provided by operating activities and net loss were RMB48.4 million (US$6.9 million) in depreciation and amortization, RMB53.8 million(US$7.7 million) in share-based compensation expenses and RMB32.9 million (US$4.7 million) in allowance for credit losses.
For the discussion covering items for the fiscal year ended December 31, 2024 and a comparison between the fiscal year ended December 31, 2024 and 2023, please refer to “Item 5. - Operating and Financial Review and Prospects - A. Operating Results - Results of Operations” of our annual report on Form 20-F for the fiscal year ended December 31, 2024 filed with SEC on April 17, 2025.
Investing activities
Net cash used in investing activities in 2025 was RMB324.5 million (US$46.4 million), primarily due to RMB488.3 million (US$69.8 million) of purchase of short-term investments and RMB53.0 million (US$7.6 million) of purchase of property and equipment, partially offset by the maturity of short−term investments of RMB213.8 million(US$30.6 million).
For the discussion covering items for the fiscal year ended December 31, 2024 and a comparison between the fiscal year ended December 31, 2024 and 2023, please refer to “Item 5. - Operating and Financial Review and Prospects - A. Operating Results - Results of Operations” of our annual report on Form 20-F for the fiscal year ended December 31, 2024 filed with SEC on April 17, 2025.
Financing activities
Net cash used in financing activities in 2025 was RMB104.5 million (US$14.9 million), primarily consisting of RMB660.8 million (US$94.5 million) of repayment of short-term borrowings and RMB41.0 million (US$5.9 million) of cash paid for ordinary shares repurchases, partially offset by RMB589.8million (US$84.3 million) of proceeds from short-term borrowings.
For the discussion covering items for the fiscal year ended December 31, 2024 and a comparison between the fiscal year ended December 31, 2024 and 2023, please refer to “Item 5. - Operating and Financial Review and Prospects - A. Operating Results - Results of Operations” of our annual report on Form 20-F for the fiscal year ended December 31, 2024 filed with SEC on April 17, 2025.
Effect of exchange rate changes on cash, cash equivalents and restricted shares
Exchange rate changes had an impact of RMB15.5 million and negative RMB9.2 million (US$1.3 million) on our cash, cash equivalent and restricted cash in 2024 and 2025, respectively, primarily due to the changes in the amounts of our cash denominated in U.S. dollars in 2024 and 2025 as well as fluctuations of the exchange rates of Renminbi against U.S. dollars in 2024 and 2025. We held cash denominated in U.S. dollars equivalent to RMB737.1 million, RMB680.6 million, RMB680.6 million and RMB325.4 million as of January 1, 2024, December 31, 2024, January 1, 2025 and December 31, 2025, respectively. Our cash denominated in U.S. dollars in 2024 mainly consisted of the proceeds from our initial public offering. Our cash denominated in U.S. dollars in 2025 mainly consisted of the proceeds from our initial public offering.
Material cash requirements
Our material cash requirements as of December 31, 2025 primarily include repayment of our revolving credit facilities, capital commitments and operating lease commitments.
We have drawn down RMB886.1 million (US$126.7 million) from our revolving credit facilities as of December 31, 2025.
116
Table of Contents
Our capital expenditures contracted for were RMB183.9 million and RMB4.6 million (US$0.7 million) as of December 31, 2024 and 2025, respectively. Our capital commitments consist primarily of the factory construction project in Taicang, Jiangsu Province, which is primarily intended to serve as a facility for MRO industrial partnership in technical support and quality assurance. Under the land use right agreement that we entered into in December 2022 in relation to our Taicang construction project, we committed to making at least RMB273.1 million of capital expenditures in connection with our construction plan.
Our operating lease commitments relate to our leases of offices. Other than as discussed above, we did not have any significant capital and other commitments as of December 31, 2025.
We intend to fund our future material cash requirements with our existing cash balance and other financing alternatives.
We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us. We do not have retained or contingent interests in assets transferred. We have not entered into contractual arrangements that support the credit, liquidity or market risk for transferred assets. We do not have obligations that arise or could arise from variable interests held in an unconsolidated entity, or obligations related to derivative instruments that are both indexed to and classified in our own equity, or not reflected in the statement of financial position.
Holding Company Structure
ZKH Group Limited is a holding company with no material operations of its own. We conduct our operations primarily through our Chinese mainland subsidiaries. As a result, the ability of ZKH Group Limited to pay dividends depends upon dividends paid by its Chinese mainland subsidiaries. If the existing subsidiaries in Chinese mainland or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to ZKH Group Limited. In addition, the wholly foreign-owned subsidiaries in Chinese mainland are permitted to pay dividends to ZKH Group Limited only out of its retained earnings, if any, as determined in accordance with accounting standards in Chinese mainland and regulations. Under laws and regulations in Chinese mainland, each of our Chinese mainland subsidiaries is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of their registered capital. In addition, our wholly foreign owned subsidiaries in Chinese mainland may allocate a portion of their after-tax profits based on accounting standards in Chinese mainland to enterprise expansion funds and staff bonus and welfare funds at their discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. Remittance of dividends by a wholly foreign-owned company out of Chinese mainland is subject to examination by the banks designated by SAFE. Our Chinese mainland subsidiaries have not paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds.
C.Research and Development, Patents and Licenses, etc.
See “Item 4. Information on the Company—B. Business Overview—Our Technology and Research and Development” and “Item 4. Information on the Company—B. Business Overview—Intellectual Property.”
D.Trend Information
Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period since January 1, 2025 that are reasonably likely to have a material effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
E.Critical Accounting Estimates
An accounting estimate is considered critical if it requires to be made based on assumptions about matters that are highly uncertain at the time such estimate is made, and if different accounting estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the consolidated financial statements.
117
Table of Contents
We prepare our financial statements in conformity with U.S. GAAP, which requires us to make judgments, estimates and assumptions. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experiences and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates. Some of our accounting policies require a higher degree of judgment than others in their application and require us to make significant accounting estimates.
Allowance for Credit Losses
We estimated allowance for credit losses to reserve for potentially uncollectible receivable amounts periodically. We estimated the allowance by segmenting accounts receivable into groups based on their shared credit risk characteristics. For each group, we consider factors in assessing the collectability of the accounts receivable, such as historical collection activity, current business environment and forecasts of future macroeconomic conditions. If there is strong evidence indicating that the accounts receivable is likely to be unrecoverable, we also make specific allowance in the period in which a loss is determined to be probable. When one of our estimates of lifetime for debt recovery and forward-looking factor changed, there would be impact to our consolidated results of operations. Our estimate of the key assumptions did not change significantly throughout the years presented.
Inventories
Inventories, primarily consisting of products available for sale, are stated at the lower of cost and net realizable value. Cost of inventories is determined using the weighted average cost method. Net realizable value is based on an analysis of slow-moving merchandise and damaged goods, which is dependent upon factors such as historical and forecasted consumer demand, and promotional environment. Our methodology for estimating whether adjustments are necessary is continually evaluated for factors including significant changes in product demand, market conditions, condition of the inventory, or liquidation value. If business or economic conditions change, estimates and assumptions may be adjusted as deemed appropriate. Historically, actual required adjustments have not varied materially from estimated amounts.
Recently Issued Accounting Pronouncements
A list of recently issued accounting pronouncements that are relevant to us is included in note 2(hh) of our audited consolidated financial statements included elsewhere in this annual report on Form 20-F.