ZK ZEEKR Intelligent Technology Holding Limited

As filed with the Securities and Exchange Commission on September 27, 2024

 

Registration No. 333-______ 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

 

FORM S-8

 

 

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

ZEEKR Intelligent Technology Holding Limited 

(Exact name of registrant as specified in its charter)

 

Cayman Islands		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
	No. 1388 Minshan Road Xinqi Street, Beilun District Ningbo, Zhejiang People’s Republic of China
	+86 400-003-6036
(Address, Including Zip Code, and Telephone Number, Including Area Code, of registrant’s Principal Executive Offices)

 

	2021 Share Incentive Plan
(Full title of the plan)

 

	Cogency Global Inc. 122 East 42nd Street, 18th Floor New York, NY 10168 (800) 221-0102
(Name, address and telephone number, including area code, of agent for service)

 

Copies to:
Conghui An Chief Executive Officer ZEEKR Intelligent Technology Holding Limited No. 1388 Minshan Road Xinqi Street, Beilun District Ningbo, Zhejiang People’s Republic of China +86 400-003-6036	Li He, Esq. James C. Lin, Esq. Davis Polk & Wardwell LLP c/o 10 Floor, The Hong Kong Club Building 3A Chater Road Central, Hong Kong +852 2533-3300	Ran Li, Esq. Davis Polk & Wardwell LLP 22rd Floor, China World Office 2 1 Jian Guo Men Wai Avenue Chaoyang District, Beijing People’s Republic of China +86 10 8567-5051

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer x	Smaller reporting company ¨
	Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

 

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

ITEM 1. PLAN INFORMATION*

 

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

 

* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8. The documents containing information specified in this Part I will be separately provided to the participants in the Plan covered by this Registration Statement, as specified by Rule 428(b)(1) under the Securities Act.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

 

The following documents previously filed with the Securities and Exchange Commission (the “Commission”) by the Registrant are incorporated herein by reference.

 

(1)

The Registrant’s registration statement on Form F-1, as amended (Securities Act File No. 333-275427), originally filed with the Commission on November 9, 2023 and the final prospectus related thereto dated May 9, 2024, filed with the Commission on May 10, 2024 pursuant to Rule 424(b) under the Securities Act of 1933, as amended (“Securities Act”) (Securities Act File No. 333-275427), which contains the Registrant’s audited financial statements for the latest fiscal year ended December 31, 2023 and the accompanying report of independent auditors issued with respect thereto dated March 20, 2024; and

 

(2)

The description of the Registrant’s ordinary shares contained in the Registrant’s registration statement on Form 8-A under the Securities Exchange Act of 1934, as amended (“Exchange Act”) filed on May 6, 2024, as modified by any amendment or report filed for the purpose of updating such description (Exchange Act File No. 001-42042).

 

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

 

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

ITEM 4. DESCRIPTION OF SECURITIES

 

Not applicable.

 

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

 

Not applicable.

 

 

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences or committing a crime. The Registrant’s third amended and restated memorandum and articles of association provide for indemnification of directors and officers against (a) all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such directors or officers in or about the conduct of the Registrant’s business or affairs or in the execution or discharge of such directors’ and officers’ duties, powers, authorities or discretions; and (b) without limitation to paragraph (a), all costs, expenses, losses or liabilities incurred by such directors and officers in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative proceedings (whether threatened, pending or completed) concerning the Registrant or its affairs in any court or tribunal, whether in the Cayman Islands or elsewhere.

 

Pursuant to the indemnification agreements, the form of which was filed as Exhibit 10.2 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-275427), the Registrant has agreed to indemnify its directors and officers against, to the fullest extent permitted by applicable law, any and all expenses and liabilities actually and reasonably incurred by reason of such director’s or officer’s corporate status.

 

The Registrant maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (b) to the Registrant with respect to payments which may be made by the Registrant to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

 

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

 

Not applicable.

 

ITEM 8. EXHIBITS

 

The Exhibits listed on the accompanying Exhibit Index are filed as a part of, or incorporated by reference into, this Registration Statement (See Exhibit Index below).

 

ITEM 9. UNDERTAKINGS

 

(a)

The undersigned Registrant hereby undertakes:

 

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and

 

 

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

 

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b)  The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)  Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

EXHIBIT INDEX

 

Exhibit  Number		Description of Exhibit
4.1		Third Amended and Restated Memorandum and Articles of Association of the Registrant, as currently in effect (incorporated herein by reference to Exhibit 3.2 to the registration statement on Form F-1 (File No. 333-275427), as amended, initially filed with the SEC on November 9, 2023)
4.2		Registrant’s Specimen Certificate for Ordinary Shares (incorporated herein by reference to Exhibit 4.2 to the registration statement on Form F-1 (File No. 333-275427), as amended, initially filed with the SEC on November 9, 2023)
4.3		Form of Deposit Agreement between the Registrant, the depositary and holders of the American Depositary Shares (incorporated herein by reference to Exhibit 4.3 to the registration statement on Form F-1 (File No. 333-275427), as amended, initially filed with the SEC on November 9, 2023)
5.1*		Opinion of Ogier
10.1		2021 Share Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the registration statement on Form F-1 (File No. 333-275427), as amended, initially filed with the SEC on November 9, 2023)
23.1		Consent of Ogier (included in Exhibit 5.1)
23.2*		Consent of Independent Registered Public Accounting Firm
24.1		Power of Attorney (included on the signature page of this Registration Statement)
107*		Filing Fee Table

 

* Filed herewith

 

 

Signatures

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the PRC, on September 27, 2024.

 

	ZEEKR Intelligent Technology Holding Limited
	By:	/s/ Conghui An
	Name:	Conghui An
	Title:	Chief Executive Officer

 

 

POWER OF ATTORNEY

 

Each person whose signature appears below constitutes and appoints Shufu Li and Conghui An, and each of them acting individually and without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on September 27, 2024.

 

Signature	Title
/s/ Shufu Li
Name: Shufu Li	Chairman of the Board of Directors
/s/ Conghui An
Name: Conghui An	Director, Chief Executive Officer
	(principal executive officer)
/s/ Donghui Li
Name: Donghui Li	Director
/s/ Shengyue Gui
Name: Shengyue Gui	Director
/s/ Jing Yuan
Name: Jing Yuan	Chief Financial Officer
	(principal financial and accounting officer)
/s/ Stephen Brown Davis
Name: Stephen Brown Davis	Independent Director
/s/ Miguel A. Lopez Ben
Name: Miguel A. Lopez Ben	Independent Director
/s/ Latha Maripuri
Name: Latha Maripuri	Independent Director
/s/ Michael David Ricks
Name: Michael David Ricks	Independent Director

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of ZEEKR Intelligent Technology Holding Limited, has signed this registration statement or amendment thereto in New York on September 27, 2024.

 

	Authorized U.S. Representative
	By:	/s/ Colleen A. De Vries
		Name:	Colleen A. De Vries
		Title:	Senior Vice President

 

 

 

Exhibit 5.1

 

 

 

ZEEKR Intelligent Technology Holding Limited		D  +852 3656 6054 / +852 3656 6073
		E nathan.powell@ogier.com / rachel.huang@ogier.com
		Reference: NMP/RYH/502232.00005

 

27 September 2024

 

Dear Sirs

 

ZEEKR Intelligent Technology Holding Limited (the Company)

 

We have acted as Cayman Islands counsel to the Company in connection with the Company’s registration statement on Form S-8, including all amendments and supplements thereto (the Registration Statement), as filed with the U.S. Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933, as amended to date (the Act). The Registration Statement relates to the reservation for issuance of 150,000,000 ordinary shares of a par value of US$0.0002 each (the Ordinary Shares), upon granting of certain awards under the Share Incentive Plan effective on 20 August 2021 (the Plan).

 

We are furnishing this opinion as Exhibits 5.1 and 23.1 to the Registration Statement.

 

1

Documents examined

 

For the purposes of giving this opinion, we have examined copies or drafts of the following documents:

 

(a)

the certificate of incorporation of the Company dated 31 March 2021 issued by the Registrar of Companies of the Cayman Islands (the Registrar);

 

(b)

the memorandum and articles of association of the Company filed with the Registrar on 31 March 2021 (the 2021 Memorandum and the 2021 Articles);

 

(c)

the third amended and restated memorandum and articles of association of the Company adopted by a special resolution passed on 20 December 2023, conditional upon and effective immediately prior to the completion of the initial public offering of the Company’s American depositary shares representing its ordinary shares, and filed with the Registrar on 16 May 2024 (the Current Memorandum and the Current Articles);

 

(d)

a certificate of good standing dated 24 September 2024 (the Good Standing Certificate) issued by the Registrar in respect of the Company;

 

Ogier Providing advice on British Virgin Islands, Cayman Islands and Guernsey laws   Floor 11 Central Tower 28 Queen's Road Central Central Hong Kong   T +852 3656 6000 F +852 3656 6001 ogier.com

Partners Nicholas Plowman Nathan Powell Anthony Oakes Oliver Payne Kate Hodson David Nelson Justin Davis Joanne Collett

Florence Chan* Lin Han† Cecilia Li** Rachel Huang** Yuki Yan** Richard Bennett**‡ James Bergstrom‡ Marcus Leese‡

* admitted in New Zealand † admitted in New York ** admitted in England and Wales ‡ not ordinarily resident in Hong Kong

 

 

Page 2 of 5

 

(e)

the register of directors and officers of the Company filed with the Registrar on 11 July 2024 (the Register);

 

(f)

a certificate from a director of the Company dated 27 September 2024 as to certain matters of facts (the Director's Certificate);

 

(g)

the Register of Writs at the office of the Clerk of Courts in the Cayman Islands as inspected by us on 26 September 2024 (the Register of Writs);

 

(h)

a search on the Cayman Online Registry Information Service conducted against the Company at the Registrar on 26 September 2024 (the CORIS Search);

 

(i)

a copy of the unanimous resolutions in writing passed by the directors of the Company dated 20 August 2021 approving, among other things, the adoption of the Plan (the ESOP Board Resolutions) and a copy of the unanimous resolutions in writing passed by the directors of the Company dated 8 November 2023, approving, among other things, the Company's filing of the Registration Statement (together, the Board Resolutions);

 

(j)

a copy of the unanimous resolutions in writing passed by the shareholders of the Company dated 20 August 2021 approving, among other things, the adoption of the Plan (the Shareholders Resolutions, together with the Board Resolutions, the Resolutions);

 

(k)

the Plan; and

 

(l)

the Registration Statement.

 

2	Assumptions

 

In giving this opinion we have relied upon the assumptions set forth in this paragraph 2 without having carried out any independent investigation or verification in respect of those assumptions:

 

(a)

all copies of documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete;

 

(b)

all signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine;

 

(c)

each of the Good Standing Certificate, the Register and the Director’s Certificate is accurate and complete as at the date of this opinion;

 

(d)

the CORIS Search which we have examined is accurate and that the information disclosed by the CORIS Search is true and complete and that such information has not since been altered;

 

(e)

all copies of the Registration Statement are true and correct copies and the Registration Statement conform in every material respect to the latest drafts of the same produced to us and, where the Registration Statement has been provided to us in successive drafts marked-up to indicate changes to such documents, all such changes have been so indicated;

 

 

Page 3 of 5

 

(f)

the Resolutions remain in full force and effect and each of the directors of the Company has acted in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him or her in approving the Plan and the Registration Statement and no director has a financial interest in or other relationship to a party of the transactions contemplated in the Plan and/or the Registration Statement which has not been properly disclosed in any of the Board Resolutions;

 

(g)

the Plan has been duly authorised and duly executed and unconditionally delivered by or on behalf of the Company in accordance with all relevant laws (other than the laws of the Cayman Islands);

 

(h)

the Plan is legal, valid and binding and enforceable against all relevant parties in accordance with its terms under relevant law (other than, with respect to the Company, the laws of the Cayman Islands);

 

(i)

the Ordinary Shares shall be issued at an issue price in excess of the par value thereof;

 

(j)

the capacity, power, authority and legal right of the Company under all relevant laws and regulations (other than the laws of the Cayman Islands) to enter into, execute, unconditionally deliver and perform its obligations under the Plan;

 

(k)

no monies paid to or for the account of any party under the Plan represent or will represent criminal property or terrorist property (as defined in the Proceeds of Crime Act (as revised) and the Terrorism Act (as revised), respectively);

 

(l)

the Company has received, or will receive, money or money's worth (the Consideration) in consideration for the issue of the Ordinary Shares, and none of the Ordinary Shares have, or will be, issued for less than their par value;

 

(m)

neither the directors nor the shareholders of the Company have taken any steps to appoint a liquidator of the Company and no receiver or restructuring officer has been appointed over any of the Company’s property or assets; and

 

(n)

there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein.

 

3

Opinions

 

On the basis of the examinations and assumptions referred to above and subject to the limitations and qualifications set forth in paragraph 4 below, we are of the opinion that:

 

Valid Issuance of Ordinary Shares

 

(a)

the Ordinary Shares to be offered and issued by the Company pursuant to the provisions of the Plan, having been duly authorised and, when issued by the Company upon:

 

(i)

payment in full of the Consideration as set out in the provisions of the Plan and in accordance with the provisions of the Plan, the Current Memorandum and the Current Articles, the Resolutions; and

 

 

Page 4 of 5

 

(ii)

the entry of those Ordinary Shares as fully paid on the register of members of the Company,

 

shall be validly issued, fully paid and non-assessable.

 

4	Limitations and Qualifications

 

4.1	We offer no opinion:

 

(a)

as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references in the Plan and/or the Registration Statement to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands; or

 

(b)

except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or the validity, enforceability or effect of the Registration Statement, the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the Registration Statement and any other agreements into which the Company may have entered or any other documents.

 

4.2

Under the Companies Act (as revised) of the Cayman Islands (the Companies Act), the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Act directs or authorises to be inserted therein. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).

 

4.3

In this opinion, the phrase “non-assessable” means, with respect to the Ordinary Shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the Ordinary Shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may be prepared to pierce or lift the corporate veil).

 

4.4	Our examination of the Register of Writs cannot conclusively reveal whether or not there is:

 

(a)

any current or pending litigation in the Cayman Islands against the Company; or

 

(b)

any application for the winding up or dissolution of the Company or the appointment of any liquidator, trustee in bankruptcy or restructuring officer in respect of the Company or any of its assets,

 

as notice of these matters might not be entered on the Register of Writs immediately or updated expeditiously or the court file associated with the matter or the matter itself may not be publicly available (for example, due to sealing orders having been made). Furthermore, we have not conducted a search of the summary court. Claims in the summary court are limited to a maximum of CI $20,000.

 

 

Page 5 of 5

 

5	Governing law of this opinion

 

5.1	This opinion is:

 

(a)

governed by, and shall be construed in accordance with, the laws of the Cayman Islands;

 

(b)

limited to the matters expressly stated in it; and

 

(c)

confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this opinion.

 

5.2	Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that legislation as amended to, and as in force at, the date of this opinion.

 

6

Reliance

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

 

This opinion may be used only in connection with the issuance of the Ordinary Shares while the Registration Statement is effective.

 

Yours faithfully

 

/s/ Ogier

 

 

Exhibit 23.2

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 20, 2024 relating to the financial statements of ZEEKR Intelligent Technology Holding Limited, appearing in the Registration Statement No. 333-275427 on Form F-1/A of ZEEKR Intelligent Technology Holding Limited.

 

/s/ Deloitte Touche Tohmatsu Certified Public Accountants LLP

 

Hangzhou, China

 

September 27, 2024

 

 

Exhibit 107

 

Calculation of Filing Fee Table

 

FORM S-8
(Form Type)

 

ZEEKR Intelligent Technology Holding Limited
(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

Security Type	Security Class Title(1)	Fee Calculation Rule	Amount Registered(2)	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Ordinary shares, par value $0.0002 per share	Rule 457(c) and (h)	112,687,286(3)	$1.61	$181,426,530.46	$0.0001476	$26,778.56
Equity	Ordinary shares, par value $0.0002 per share	Rule 457(c) and (h)	37,312,714(4)	$1.61	$60,073,469.54	$0.0001476	$8,866.84
Total Offering Amounts							$35,645.40
Total Fees Previously Paid							—
Total Fee Offsets							—
Net Fee Due							$35,645.40

 

(1)

The ordinary shares of ZEEKR Intelligent Technology Holding Limited (the “Registrant”) registered hereunder are represented by the Registrant’s American depositary shares (“ADSs”), each representing ten ordinary shares, par value $0.0002 per share. The registrant’s ADSs issuable upon deposit of the ordinary shares have been registered under a separate registration statement on Form F-6 (File No. 333-275676).

 

(2)

Represents the Registrant’s ordinary shares issuable pursuant to awards granted under the 2021 Share Incentive Plan (the “Plan”) of the Registrant. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement is deemed to cover an indeterminate number of ordinary shares which may be offered and issued to prevent dilution resulting from share splits, share dividends or similar transactions as provided in the Plan.

 

(3)

Represents outstanding restricted share units previously granted under the Plan as of the date of this registration statement. The proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on US$16.08 per ADS, the average of the high and low prices for the Registrant’s ADSs as quoted on the New York Stock Exchange on September 23, 2024.

 

(4)

Represents ordinary shares to be issued pursuant to the Plan. The proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on US$16.08 per ADS, the average of the high and low prices for the Registrant’s ADSs as quoted on the New York Stock Exchange on September 23, 2024.

  

 

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