[SCHEDULE 13G] ZKH Group Limited American SEC Filing

Rhea-AI Filing Summary

RAYS Capital Partners Ltd reported beneficial ownership of 251,718,110 Class A ordinary shares of ZKH Group Ltd, representing 5.5% of the class. The filing states RAYS holds sole voting and dispositive power for all shares reported and identifies the filer as an investment adviser organized in Hong Kong. The statement certifies the position is held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer. Contact and principal office addresses for both issuer and filer are provided in the filing.

Positive

• Clear disclosure of a >5% stake (251,718,110 shares, 5.5%), meeting regulatory transparency requirements
• Sole voting and dispositive power is explicitly stated for all reported shares, providing clarity on control of the position
• Filed on Schedule 13G as an investment adviser, accompanied by certifications that the position is passive and held in the ordinary course of business

Negative

• None.

Insights

Financial Analyst

TL;DR: A Hong Kong investment adviser reports a passive >5% stake in ZKH, reflecting a meaningful minority holding without control intent.

RAYS Capital Partners Ltd discloses ownership of 251,718,110 Class A shares, equal to 5.5% of the class, with full sole voting and dispositive power over those shares. The filing is submitted on Schedule 13G, and the certifications assert the position is held in the ordinary course of business and not for control purposes. For investors, a >5% passive stake can attract attention but does not itself imply activism or operational influence.

Corporate Governance Expert

TL;DR: The disclosure indicates a substantial passive stake without an intent to influence control, limiting immediate governance implications.

By using Schedule 13G and providing the required certifications, the filer signals a non-control, passive intent despite sole voting power reported. The ownership level meets regulatory thresholds for disclosure and will be visible to other shareholders and the company, but the filing does not identify proposals, board nominations, or coordination with other holders. Governance impact should be monitored only if later filings signal active engagement.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

ZKH Group Ltd

(Name of Issuer)

Class A Ordinary Shares

(Title of Class of Securities)

98877R104

(CUSIP Number)

08/08/2025

(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 251,718,110.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 251,718,110.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

251,718,110.00

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)

5.5 %

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
(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: 251,718,110
(b)	Percent of class: 5.5%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 251,718,110
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 251,718,110
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	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:	08/28/2025

FAQ

How many ZKH (98877R104) shares does RAYS Capital Partners Ltd report owning?

RAYS reports beneficial ownership of 251,718,110 Class A ordinary shares, representing 5.5% of the class.

Does the Schedule 13G filing indicate RAYS intends to influence control of ZKH?

No. The filing includes certifications stating the shares are not held for the purpose of changing or influencing control and the Schedule 13G classification indicates passive intent.

What voting and disposition powers does RAYS report for the ZKH shares?

Sole voting power: 251,718,110 shares; Sole dispositive power: 251,718,110 shares; Shared powers: 0.

Where is RAYS Capital Partners Ltd organized and where is the issuer located?

RAYS is organized in Hong Kong and the issuer, ZKH Group Ltd, lists principal executive offices in Shanghai, China.

What type of filer is RAYS according to the Schedule 13G?

RAYS is classified as an investment adviser (Type: IA) and filed under the Schedule 13G provisions for passive investors.