RAYS Capital reveals 4.5% ZKH Group (ZKH) stake in Schedule 13G/A

Rhea-AI Filing Summary

RAYS Capital Partners Limited has filed an amended Schedule 13G reporting its beneficial ownership in ZKH Group Ltd. The firm reports holding 204,507,940 Class A ordinary shares/American Depositary Shares, representing 4.5% of the class.

RAYS Capital reports sole voting and sole dispositive power over all of these shares, with no shared voting or dispositive power. The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of ZKH Group.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

ZKH Group Ltd

(Name of Issuer)

Class A Ordinary Shares, American Depositary Shares

(Title of Class of Securities)

98877R104

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 98877R104

1

Names of Reporting Persons

RAYS Capital Partners Ltd

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 204,507,940.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 204,507,940.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

204,507,940.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.5 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: ZKH Group Ltd
(b)	Address of issuer's principal executive offices: 7/F, TOWER 4, LIBAO PLAZA, NO. 36 SHENBIN ROAD, MINHANG DISTRICT, SHANGHAI, CHINA, 201106.
Item 2.
(a)	Name of person filing: RAYS Capital Partners Limited
(b)	Address or principal business office or, if none, residence: Unit 1903-04 & 08, 19/F, Nine Queen's Road Central, 9 Queen's Road Central, Central, Hong Kong
(c)	Citizenship: Hong Kong
(d)	Title of class of securities: Class A Ordinary Shares, American Depositary Shares
(e)	CUSIP No.: 98877R104
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 204,507,940
(b)	Percent of class: 4.5 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 204,507,940
	(ii) Shared power to vote or to direct the vote:
	(iii) Sole power to dispose or to direct the disposition of: 204,507,940
	(iv) Shared power to dispose or to direct the disposition of:
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ? 240.14a-11. By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Investment Adviser is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

RAYS Capital Partners Ltd

Signature:	Fung Tim YAU
Name/Title:	Deputy Chief Operating Officer
Date:	02/13/2026

FAQ

What ownership stake does RAYS Capital report in ZKH (ZKH Group Ltd)?

RAYS Capital Partners Limited reports beneficial ownership of 204,507,940 Class A ordinary shares/American Depositary Shares of ZKH Group Ltd, representing 4.5% of the class. This stake is disclosed in an amended Schedule 13G as a passive, non-control investment position.

Does RAYS Capital seek to influence control of ZKH Group Ltd (ZKH)?

RAYS Capital certifies the securities were acquired and are held in the ordinary course of business and not to change or influence control of ZKH Group Ltd. The filing states they are not participating in any transaction intended to affect control of the issuer.

How many ZKH Group Ltd shares does RAYS Capital control voting for?

RAYS Capital reports sole voting power over 204,507,940 Class A ordinary shares/American Depositary Shares of ZKH Group Ltd. It reports no shared voting power, indicating all reported voting authority resides solely with RAYS Capital for this disclosed position.

What percentage of ZKH’s Class A shares does 204,507,940 represent?

The filing states that 204,507,940 Class A ordinary shares/American Depositary Shares represent 4.5% of the relevant class of ZKH Group Ltd. The position is therefore below the 5% threshold typically associated with larger reporting shareholders in U.S. disclosure rules.

What type of filing did RAYS Capital submit for its ZKH holdings?

RAYS Capital Partners Limited submitted an amended Schedule 13G, a beneficial ownership report used for holders that are passive investors. The amendment reflects its 4.5% stake in ZKH Group Ltd and confirms the position is not for control purposes.

Who signed the ZKH Group Ltd Schedule 13G/A for RAYS Capital?

The amended Schedule 13G for ZKH Group Ltd was signed by Fung Tim Yau, identified as Deputy Chief Operating Officer of RAYS Capital Partners Limited. The signatory certifies the accuracy and completeness of the ownership information reported in the document.