How many ADSs did Zeekr offer in its IPO? What was the pricing of Zeekr's IPO?
The following “Use of Proceeds” information relates to the registration statement on Form F-1 (File No. 333-275427), as amended, in connection with the initial public offering of 24,150,000 American Depositary Shares (ADSs) (taking into account the full exercise of the over-allotment option of 3,150,000 ADSs) representing 241,500,000 of the company's ordinary shares at a public offering price of US$21.00 per ADS. The registration statement was declared effective by the SEC on May 9, 2024, and the company's initial public offering closed in May 2024. Goldman Sachs (Asia) L.L.C., Morgan Stanley Asia Limited, Merrill Lynch (Asia Pacific) Limited, and China International Capital Corporation Hong Kong Securities Limited were the representatives of the underwriters for the company's initial public offering. The aggregate offering amount registered and sold, including the amount registered and sold for the exercise of the over-allotment option, was US$507.2 million. The company received net proceeds of US$479.6 million from the company's initial public offering and the exercise of the overallotment option. For the period from May 9, 2024, the date that the registration statement on Form F-1 was declared effective by the SEC, to December 31, 2024, the company's expenses incurred and paid to others in connection with the issuance and distribution of the American Depositary Shares (ADSs) in the company's offering totaled US$27.6 million, which included US$16.6 million for underwriting discounts and commissions and US$11.0 million for other expenses. None of the expenses included payments to directors or officers of the company or their associates, persons owning 10% or more of the company's equity securities, or the company's affiliates. (1) The underwriters will not receive any underwriting discounts or commissions on any American depositary shares (ADSs) purchased by Geely Auto in this offering, but will receive the same underwriting discounts and commissions on any ADSs purchased by Mobileye and CATL as they will on any other ADSs sold to the public in this offering. For a description of the compensation payable to the underwriters, see “Underwriting.”  
(2) The proceeds, before expenses, to company Intelligent Technology Holding Limited is $21.00 per ADS with respect to the 12,900,952 ADSs allocated to Geely Auto. company Intelligent Technology Holding Limited has granted the underwriters the right to purchase up to 3,150,000 additional American depositary shares (ADSs) to cover over-allotments at the initial public offering price, less the underwriting discounts and commissions. The underwriters expect to deliver the American depositary shares (ADSs) against payment in U.S. dollars in New York, New York on May 14, 2024. However, because the indications of interest are not binding agreements or commitments to purchase, such investors may determine to purchase more, fewer, or no ADSs in this initial public offering, and company and the underwriters are under no obligation to sell ADSs to them. The underwriters will receive the same underwriting discounts and commissions on any ADSs purchased by such investors as they will on any other ADSs sold to the public in this initial public offering. company will be a “controlled company” within the meaning of the applicable rules of the NYSE because Geely Automobile Holdings Limited, or Geely Auto, will have (i) 50.8% of the total voting power of company's then outstanding ordinary shares, assuming the underwriters do not exercise their over-allotment option, or (ii) 50.3% of the total voting power of company's then outstanding ordinary shares, assuming the underwriters exercise their over-allotment option in full. See “Principal Shareholders” for details. Investors in the American depositary shares (ADSs) are not purchasing equity securities of company's subsidiaries that have substantive business operations, but instead are purchasing equity securities of a Cayman Islands holding company. company, or company, is a Cayman Islands holding company that conducts its business operations primarily through a series of subsidiaries in China. Public offering price Underwriting discounts and commissions(1) Proceeds, before expenses, to company Intelligent Technology Holding Limited For a description of the compensation payable to the underwriters of company Intelligent Technology Holding Limited, see “Underwriting.” company Intelligent Technology Holding Limited has granted the underwriters the right to purchase up to 2,625,000 additional American depositary shares (ADSs) to cover over-allotments at the initial public offering price, less the underwriting discounts and commissions. The underwriters expect to deliver the American depositary shares (ADSs) against payment in U.S. dollars in New York, New York on , 2024. company Intelligent Technology Holding Limited will be a “controlled company” within the meaning of the applicable rules of the NYSE because Geely Automobile Holdings Limited, or Geely Auto, will have (i) 55.3% of the total voting power of company Intelligent Technology Holding Limited's then outstanding ordinary shares, assuming the underwriters do not exercise their over-allotment option, or (ii) 54.6% of the total voting power of company Intelligent Technology Holding Limited's then outstanding ordinary shares, assuming the underwriters exercise their over-allotment option in full. See “Principal Shareholders” for details. Investors in the American depositary shares (ADSs) are not purchasing equity securities of company Intelligent Technology Holding Limited's subsidiaries that have substantive business operations, but instead are purchasing equity securities of a Cayman Islands holding company. company Intelligent Technology Holding Limited, or company Intelligent Technology, is a Cayman Islands holding company that conducts its business operations primarily through a series of subsidiaries in China. company Intelligent Technology controls these subsidiaries through Zhejiang company Intelligent Technology Co., Ltd., or Zhejiang company, which in turn is wholly owned by its Hong Kong subsidiary, company Technology Limited, or company Technology. This structure involves unique risks to investors. [Table Level]
- Table Title: Breakdown of Amounts Per ADS and Total
- Table Summary: The table details the financial breakdown per American Depository Share (ADS) and their overall totals. It includes individual prices, underwriting discounts, and final net proceeds.
- Context: The table provides details about the public offering price of ADSs, highlighting underwriting details and proceeds linked to the offering, specifically noting the role of Geely Auto, Mobileye, and CATL in purchasing ADSs.
- Special Notes: The offering price per ADS is set as US$21.00, with specific allocation to Geely Auto, and possible over-allotments for underwriters as stated in the surrounding context.

[Row Level]
Row 1: The public offering price per ADS is US$21.00, resulting in a total value of US$441,000,000 for all shares.
Row 2: The underwriting discount per ADS is US$1.47, aggregating to total underwriting discounts of US$11,905,601.
Row 3: The proceeds per ADS after underwriting discounts are US$19.53, with a total net proceeds amounting to US$429,094,399. (1) The underwriters will not receive any underwriting discounts or commissions on any American depositary shares (ADSs) purchased by Geely Auto in this offering, but will receive the same underwriting discounts and commissions on any ADSs purchased by Mobileye and CATL as they will on any other ADSs sold to the public in this offering. For a description of the compensation payable to the underwriters, see “Underwriting.”  
(2) The proceeds, before expenses, to company Intelligent Technology Holding Limited is $21.00 per ADS with respect to the 12,900,952 ADSs allocated to Geely Auto. company Intelligent Technology Holding Limited has granted the underwriters the right to purchase up to 3,150,000 additional American depositary shares (ADSs) to cover over-allotments at the initial public offering price, less the underwriting discounts and commissions. The underwriters expect to deliver the American depositary shares (ADSs) against payment in U.S. dollars in New York, New York on May 14, 2024. This is an initial public offering of American depositary shares, or ADSs, representing ordinary shares of company Intelligent Technology Holding Limited. company Intelligent Technology Holding Limited is offering a total of ADSs. Each ADS represents our ordinary shares, par value US$0.0002 per share, and may be evidenced by American depositary receipts, or ADRs. Prior to this offering, there has been no public market for the American depositary shares (ADSs) or company Intelligent Technology Holding Limited's ordinary shares. company Intelligent Technology Holding Limited expects the initial public offering price will be between US$ and US$ per ADS. company Intelligent Technology Holding Limited intends to apply to list the ADSs on the New York Stock Exchange, or NYSE, under the symbol “ZK.” company Intelligent Technology Holding Limited will be a “controlled company” within the meaning of the applicable rules of the NYSE because Geely Automobile Holdings Limited, or Geely Auto, will have (i) $\%$ of the total voting power of company Intelligent Technology Holding Limited's then outstanding ordinary shares, assuming the underwriters do not exercise their over-allotment option, or (ii) $\%$ of the total voting power of company Intelligent Technology Holding Limited's then outstanding ordinary shares, assuming the underwriters exercise their over-allotment option in full. See “Principal Shareholders” for details. Investors in the American depositary shares (ADSs) are not purchasing equity securities of company Intelligent Technology Holding Limited's subsidiaries that have substantive business operations, but instead are purchasing equity securities of a Cayman Islands holding company.
Certain of the company's existing shareholders and third-party investors have indicated their interest in subscribing for an aggregate of up to US\$349.08 million of the ADSs being offered in this offering, including (i) up to US\$320.0 million from Geely Auto, (ii) approximately US\$10.0 million from Mobileye, and (iii) approximately US\$19.08 million from CATL. Assuming an initial public offering price of US\$19.5 per ADS, the midpoint of the estimated initial public offering price range, the number of ADSs to be purchased by these investors would be up to 17,901,537 ADSs. However, because the indications of interest are not binding agreements or commitments to purchase, these investors may determine to purchase more, fewer, or no ADSs in this offering, and the company and the underwriters are under no obligation to sell ADSs to them. Therefore, the following table does not reflect any potential purchase by these investors. If any of the company's ADSs are purchased by these investors, the number and percentage of the company's ordinary shares beneficially owned by them immediately after this offering will differ from those set forth in the following table. A number of company's existing shareholders and third-party investors have indicated their interest in subscribing for an aggregate of up to US\$349.08 million of the ADSs being offered in this offering, including (i) up to US\$320.0 million from Geely Auto, (ii) approximately US\$10.0 million from Mobileye, and (iii) approximately US\$19.08 million from CATL. The subscriptions for ADSs are at the initial public offering price and on the same terms as the other ADSs being offered in this offering. Assuming an initial public offering price of US\$19.5 per ADS, the midpoint of the estimated initial public offering price range, the number of ADSs to be purchased by these investors would be up to 17,901,537 ADSs. However, because the indications of interest are not binding agreements or commitments to purchase, such investors may determine to purchase more, fewer or no ADSs in this offering, and company and the underwriters are under no obligation to sell ADSs to them. The number of ADSs available for sale to the general public will be reduced to the extent that these investors purchase company's ADSs. The underwriters will receive the same underwriting discounts and commissions on any ADSs purchased by such investors as they will on any other ADSs sold to the public in this offering. A number of the company's existing shareholders and third-party investors have subscribed for, and been allocated by the underwriters, an aggregate of 14,285,713 ADSs in this offering, including (i) 12,900,952 ADSs from Geely Auto, (ii) 476,190 ADSs from Mobileye, and (iii) 908,571 ADSs from CATL. The subscriptions for ADSs are at the initial public offering price and on the same terms as the other ADSs being offered in this offering. The company expects to receive estimated net proceeds from this offering of approximately US$ million, or approximately US$ million if the underwriters exercise their option to purchase additional American Depositary Shares (ADSs) in full, based on the midpoint of the estimated initial public offering price range set forth on the front cover of this prospectus, after deducting underwriting discounts and commissions and estimated expenses payable by the company. Concurrently with this offering, Geely Automobile Holdings Limited, or Geely Auto, the company's controlling shareholder, will have the right to purchase up to a total of ordinary shares to be issued by the company in a private placement. The company expects to receive estimated net proceeds from the concurrent private placement to Geely Auto of approximately US$ million. A US$1.00 increase (decrease) in the assumed initial public offering price of US$ per ADS would increase (decrease) the net proceeds to the company from this offering by US$ million, assuming the underwriters do not exercise their option to purchase additional ADSs and the number of ADSs offered by the company, as set forth on the front cover of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated expenses payable by the company. The company intends to use the net proceeds from this offering, including the net proceeds from the private placement to Geely Automobile Holdings Limited, for the following purposes: • approximately $[ 4 5 ] \%$ , or US\$ million, for the development of more advanced BEV technologies, as well as expansion of the company's product portfolio; The company expects to receive estimated net proceeds from this offering of approximately US$ million, or approximately US$ million if the underwriters exercise their option to purchase additional American Depositary Shares (ADSs) in full, based on the midpoint of the estimated initial public offering price range set forth on the front cover of this prospectus, after deducting underwriting discounts and commissions and estimated expenses payable by the company. Concurrently with this offering, Geely Automobile Holdings Limited, or Geely Auto, the company's controlling shareholder, will have the right to purchase up to a total of ordinary shares to be issued by the company in a private placement. The company expects to receive estimated net proceeds from the concurrent private placement to Geely Auto of approximately US$ million. A US$1.00 increase (decrease) in the assumed initial public offering price of US$ per ADS would increase (decrease) the net proceeds to the company from this offering by US$ million, assuming the underwriters do not exercise their option to purchase additional ADSs and the number of ADSs offered by the company, as set forth on the front cover of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated expenses payable by the company. The company intends to use the net proceeds from this offering, including the net proceeds from the private placement to Geely Auto, for the following purposes: • approximately $[ 4 5 ] \%$ , or US\$ million, for the development of more advanced BEV technologies, as well as expansion of the company's product portfolio; As of the date of this prospectus, there are 2,000,000,000 ordinary shares, 126,470,585 series pre-A preferred shares, and 139,375,669 series A preferred shares issued and outstanding. All of the company's issued and outstanding ordinary shares are fully paid. Immediately prior to the completion of this offering, all of the company's issued and outstanding preferred shares will be converted into ordinary shares on a one-for-one basis. The company plans to adopt an amended and restated memorandum and articles of association, which will become effective and replace the current second amended and restated memorandum and articles of association in its entirety immediately prior to the completion of this offering. The company's authorized share capital upon completion of the offering will be US\$1,000,000 divided into 5,000,000,000 ordinary shares of a par value of US\$0.0002 each. The company will issue 210,000,000 ordinary shares represented by ADSs in this offering, assuming the underwriters do not exercise their option to purchase additional ADSs. All incentive shares, including options, restricted shares, and restricted share units, regardless of grant dates, will entitle holders to an equivalent number of ordinary shares once the vesting and exercising conditions are met. The following are summaries of material provisions of the company's post-offering amended and restated memorandum and articles of association and the Companies Act insofar as they relate to the material terms of the company's ordinary shares that are expected to become effective upon the closing of this offering. This is an initial public offering of American depositary shares, or ADSs, representing ordinary shares of company Intelligent Technology Holding Limited. company Intelligent Technology Holding Limited is offering a total of 17,500,000 ADSs. Each ADS represents ten of company Intelligent Technology Holding Limited's ordinary shares, par value US\$0.0002 per share, and may be evidenced by American depositary receipts, or ADRs. Prior to this offering, there has been no public market for the American depositary shares (ADSs) or company Intelligent Technology Holding Limited's ordinary shares. company Intelligent Technology Holding Limited expects the initial public offering price will be between US\$18.0 and US\$21.0 per ADS. company Intelligent Technology Holding Limited intends to apply to list the ADSs on the New York Stock Exchange, or NYSE, under the symbol “ZK.” A number of existing shareholders and third-party investors have indicated their interest in subscribing for an aggregate of up to US\$349.08 million of the American depositary shares (ADSs) being offered in this initial public offering, including (i) up to US\$320.0 million from Geely Auto, (ii) approximately US\$10.0 million from Mobileye, and (iii) approximately US\$19.08 million from CATL. The subscriptions for ADSs are at the initial public offering price and on the same terms as the other ADSs being offered in this initial public offering. Assuming an initial public offering price of US\$19.5 per ADS, the midpoint of the estimated initial public offering price range, the number of ADSs to be purchased by these investors would be up to 17,901,537 ADSs. The company expects to receive estimated net proceeds from this offering of approximately US$ million, or approximately US$ million if the underwriters exercise their option to purchase additional American Depositary Shares (ADSs) in full, based on the midpoint of the estimated initial public offering price range set forth on the front cover of this prospectus, after deducting underwriting discounts and commissions and estimated expenses payable by the company. Concurrently with this offering, Geely Automobile Holdings Limited, or Geely Auto, the company's controlling shareholder, will have the right to purchase up to a total of ordinary shares to be issued by the company in a private placement. The company expects to receive estimated net proceeds from the concurrent private placement to Geely Auto of approximately US$ million. A US$1.00 increase (decrease) in the assumed initial public offering price of US$ per ADS would increase (decrease) the net proceeds to the company from this offering by US$ million, assuming the underwriters do not exercise their option to purchase additional ADSs and the number of ADSs offered by the company, as set forth on the front cover of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated expenses payable by the company. The company intends to use the net proceeds from this offering, including the net proceeds from the private placement to Geely Automobile Holdings Limited, for the following purposes: approximately $[ 4 5 ] \%$ , or US\$ million, for [the development of more advanced battery electric vehicle (BEV) technologies, as well as expansion of the company's product portfolio]; The company expects to receive estimated net proceeds from this offering of approximately US$ million, or approximately US$ million if the underwriters exercise their option to purchase additional American Depositary Shares (ADSs) in full, based on the midpoint of the estimated initial public offering price range set forth on the front cover of this prospectus, after deducting underwriting discounts and commissions and estimated expenses payable by the company. Concurrently with this offering, Geely Automobile Holdings Limited, or Geely Auto, the company's controlling shareholder, will have the right to purchase up to a total of ordinary shares to be issued by the company in a private placement. The company expects to receive estimated net proceeds from the concurrent private placement to Geely Auto of approximately US$ million. A US$1.00 increase (decrease) in the assumed initial public offering price of US$ per ADS would increase (decrease) the net proceeds to the company from this offering by US$ million, assuming the underwriters do not exercise their option to purchase additional ADSs and the number of ADSs offered by the company, as set forth on the front cover of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated expenses payable by the company. The company intends to use the net proceeds from this offering, including the net proceeds from the private placement to Geely Automobile Holdings Limited, for the following purposes: • approximately $[ 4 5 ] \%$ , or US\$ million, for the development of more advanced battery electric vehicle (BEV) technologies, as well as expansion of the company's product portfolio; company Intelligent Technology controls these subsidiaries through Zhejiang company Intelligent Technology Co., Ltd., or Zhejiang company, which in turn is wholly owned by its Hong Kong subsidiary, company Technology Limited, or company Technology. This structure involves unique risks to investors. For a detailed discussion of the associated risks, see “Prospectus Summary — Holding Company Structure” and “Prospectus Summary — Certain Risks Associated with Our Corporate Structure.” Throughout this prospectus, unless the context indicates otherwise, “company Intelligent Technology” refers to company Intelligent Technology Holding Limited, the holding company, and “company Intelligent Technology Holding Limited,” “company Intelligent Technology,” or “the company” refer to company Intelligent Technology Holding Limited and its subsidiaries as a group. company Intelligent Technology Holding Limited faces various legal and operational risks and uncertainties as a company based in and primarily operating in China. Changes in China’s economic, political, or social conditions or government policies could have a material adverse effect on company Intelligent Technology Holding Limited's business and operations. company Intelligent Technology Holding Limited could be adversely affected by uncertainties with respect to the Chinese legal system. Rules and regulations in China can change quickly with little advance notice. In addition, the interpretation and enforcement of Chinese laws and regulations involve additional uncertainties. Since administrative and court authorities in China have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection company Intelligent Technology Holding Limited enjoys. The Chinese government exerts substantial influence over the conduct of company's business and may intervene with or influence company's operations as the government deems appropriate to further regulatory, political, and societal goals. The Chinese government has recently published new policies that significantly affected certain industries, and company cannot rule out the possibility that the government will in the future release regulations or policies regarding the automotive industry that could adversely affect company's business, financial condition, and results of operations. Furthermore, the Chinese government has recently exerted more oversight and control over overseas securities offerings and other capital markets activities and foreign investment in China-based companies like company. Any such action, once taken by the Chinese government, could significantly limit or completely hinder company's ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or, in extreme cases, become worthless. See “Risk Factors — Risks Related to Doing Business in China — The PRC government exerts substantial influence over the manner in which company conducts its business operations. It may influence or intervene in company Intelligent Technology Holding Limited's operations at any time as part of its efforts to enforce PRC law, which could result in a material adverse change in company Intelligent Technology Holding Limited's operations and the value of the ADSs.” company Intelligent Technology Holding Limited also faces risks associated with the Holding Foreign Companies Accountable Act, or HFCAA. Trading in company Intelligent Technology Holding Limited's securities on U.S. markets, including the NYSE, may be prohibited under the HFCAA if the Public Company Accounting Oversight Board, or PCAOB, determines that it is unable to inspect or investigate completely company Intelligent Technology Holding Limited's auditor for two consecutive years. On December 16, 2021, the PCAOB issued the HFCAA Determination Report to notify the SEC of its determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, including company Intelligent Technology Holding Limited's auditor. On December 15, 2022, the PCAOB announced that it was able to conduct inspections and investigations completely of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong in 2022. The PCAOB vacated its previous determination accordingly. As a result, company Intelligent Technology Holding Limited does not expect to be identified as a “Commission-Identified Issuer” under the HFCAA. HFCAA. However, whether the Public Company Accounting Oversight Board (PCAOB) will continue to conduct inspections and investigations completely to its satisfaction of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of the company's and its auditor’s control, including positions taken by authorities of the People's Republic of China (PRC) and the PCAOB. The PCAOB is required under the HFCAA to make its determination on an annual basis with regards to its ability to inspect and investigate completely accounting firms based in mainland China and Hong Kong. The possibility of being a “Commission-Identified Issuer” and the risk of delisting could continue to adversely affect the trading price of the company's American depositary shares (ADSs). If the PCAOB determines in the future that it no longer has full access to inspect and investigate accounting firms based in mainland China and Hong Kong to conduct audit work, the company would be identified as a “Commission-Identified Issuer” under the HFCAA following the filing of the annual report for the relevant fiscal year, and if the company is identified for trading on U.S. markets, trading would be prohibited. See “Risk Factors — Risks Related to Doing Business in China — Regulatory and legislative focus, including the enactment of the HFCAA, may adversely affect the market price of the ADSs and may eventually require company Intelligent Technology Holding Limited to delist its securities from the U.S. markets” for details. Cash is transferred among company Intelligent Technology Holding Limited, its British Virgin Islands subsidiary, company Technology Innovation Limited, or company Innovation, its Hong Kong subsidiary, company Technology, and its Chinese subsidiaries, in the following manner: (i) funds and offering proceeds from company Intelligent Technology Holding Limited are transferred to company Technology through company Innovation, and subsequently to the Chinese subsidiaries through Zhejiang company, the wholly-owned subsidiary of company Technology, in the form of capital contributions or shareholder loans, as the case may be; (ii) dividends or other distributions may be paid by the Chinese subsidiaries through Zhejiang company, which will transfer the dividends or other distributions to company Technology; and (iii) payments may be made by the Chinese subsidiaries to company Technology Europe AB, or CEVT, for research and development services provided. company Technology will then transfer the dividends or other distributions to company Innovation, which will then transfer the dividends or other distributions to company Intelligent Technology Holding Limited. Finally, the dividends or other distributions can be distributed by company Intelligent Technology Holding Limited to its shareholders, whether they are in the United States or elsewhere. Subject to the satisfaction of relevant statutory conditions and procedures under applicable PRC laws and regulations, cash can be transferred between Zhejiang company and its Chinese subsidiaries and CEVT. In 2021, 2022, and 2023, company Intelligent Technology Holding Limited transferred US$281.7 million (RMB2,000.0 million), US$357.8 million (RMB2,540.0 million), and US$793.6 million (RMB5634.3 million), respectively, to its Chinese subsidiaries as investments through company Innovation and company Technology. During the same periods, company Intelligent Technology Holding Limited transferred nil, US$90.0 million (RMB639.0 million), and nil, respectively, to CEVT as borrowings and received repayment of nil, nil, and US$90 million (RMB639.0 million), respectively, from CEVT, and the Chinese subsidiaries transferred nil, SEK1,032.6 million, and SEK2,227.9 million, respectively, to CEVT for research and development services provided, and Zhejiang company transferred nil, US$112.7 million (RMB800.0 million), and US$28.2 million (RMB200.0 million), respectively, to CEVT as borrowings, and received repayment of nil, nil, and US$1.4 million (RMB10 million), respectively, from CEVT. Save for the dividends made by company Automobile (Shanghai) Co., Ltd. to Geely Group before company Intelligent Technology Holding Limited acquired it, none of the Chinese subsidiaries have issued any dividends or distributions to their respective holding companies or any investors as of the date of this prospectus. As a result, company Intelligent Technology Holding Limited does not expect to pay any cash dividends in the near future. The subsidiaries in China generate and retain cash generated from operating activities and re-invest it in the business. In the future, company Intelligent Technology Holding Limited’s ability to pay dividends, if any, to its shareholders and to service any debt it may incur will depend upon dividends paid by its Chinese subsidiaries. For details about the applicable Chinese regulations and rules relating to such cash transfers through the group and the associated risks, see “Risk Factors — Risks Related to Doing Business in China — company Intelligent Technology Holding Limited may use dividends and other distributions on equity paid by its principal operating subsidiaries to fund offshore cash and financing requirements. Any limitation on the ability of the PRC operating subsidiaries to make payments to company Intelligent Technology Holding Limited could have an adverse effect on its ability to conduct its business” and “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 restrict or prevent company Intelligent Technology Holding Limited from using the proceeds of this offering to make loans or additional capital contributions to its PRC subsidiaries.” Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Investing in company Intelligent Technology Holding Limited's American depositary shares (ADSs) involves risks. See “Risk Factors” beginning on page 22 of this prospectus for factors you should consider before buying the ADSs. This is an initial public offering of American depositary shares, or ADSs, representing ordinary shares of company Intelligent Technology Holding Limited. company Intelligent Technology Holding Limited is offering a total of 21,000,000 ADSs. Each ADS represents ten of company Intelligent Technology Holding Limited's ordinary shares, par value US\$0.0002 per share, and may be evidenced by American depositary receipts, or ADRs. Prior to this offering, there has been no public market for the American depositary shares (ADSs) or company Intelligent Technology Holding Limited's ordinary shares. The initial public offering price is $21.00 per ADS. company Intelligent Technology Holding Limited has been approved to list its ADSs on the New York Stock Exchange, or NYSE, under the symbol “ZK.” A number of existing shareholders and third-party investors have subscribed for, and been allocated by the underwriters, an aggregate of 14,285,713 American depositary shares (ADSs) in this offering, including (i) 12,900,952 ADSs from Geely Auto, (ii) 476,190 ADSs from Mobileye, and (iii) 908,571 ADSs from CATL. The subscriptions for ADSs are at the initial public offering price and on the same terms as the other ADSs being offered in this offering. The underwriters will not receive any underwriting discounts or commissions on any ADSs purchased by Geely Auto in this offering, but will receive the same underwriting discounts and commissions on any ADSs purchased by Mobileye and CATL as they will on any other ADSs sold to the public in this offering. For a detailed discussion of the associated risks, see “Prospectus Summary — Holding Company Structure” and “Prospectus Summary — Certain Risks Associated with Our Corporate Structure.” Throughout this prospectus, unless the context indicates otherwise, “company Intelligent Technology” refers to company Intelligent Technology Holding Limited, the holding company, and “company Intelligent Technology Holding Limited,” “company Intelligent Technology,” or “the company” refer to company Intelligent Technology Holding Limited and its subsidiaries as a group. company Intelligent Technology Holding Limited faces various legal and operational risks and uncertainties as a company based in and primarily operating in China. Changes in China’s economic, political, or social conditions or government policies could have a material adverse effect on company Intelligent Technology Holding Limited's business and operations. company Intelligent Technology Holding Limited could be adversely affected by uncertainties with respect to the Chinese legal system. Rules and regulations in China can change quickly with little advance notice. In addition, the interpretation and enforcement of Chinese laws and regulations involve additional uncertainties. Since administrative and court authorities in China have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection company Intelligent Technology Holding Limited enjoys. The Chinese government exerts substantial influence over the conduct of company Intelligent Technology Holding Limited's business and may intervene with or influence company Intelligent Technology's operations as the government deems appropriate to further regulatory, political, and societal goals. The Chinese government has recently published new policies that significantly affected certain industries, and company Intelligent Technology cannot rule out the possibility that the government will in the future release regulations or policies regarding company Intelligent Technology's industry that could adversely affect company Intelligent Technology's business, financial condition, and results of operations. Furthermore, the Chinese government has recently exerted more oversight and control over securities offerings and other capital markets activities and foreign investment in China-based companies like company Intelligent Technology. Any such action, once taken by the Chinese government, could significantly limit or completely hinder company Intelligent Technology's ability to offer or continue to offer securities, cause the value of such securities to significantly decline or, in extreme cases, become worthless. See “Risk Factors—Risks Related to Doing Business in China.” The PRC government exerts substantial influence over the manner in which company Intelligent Technology conducts its business. It may influence or intervene in company Intelligent Technology's operations at any time as part of its efforts to enforce PRC law, which could result in a material adverse change in company Intelligent Technology's operations and the value of the American depositary shares (ADSs). company Intelligent Technology Holding Limited also faces risks associated with the Holding Foreign Companies Accountable Act, or HFCAA. Trading in company Intelligent Technology's securities on U.S. markets, including the NYSE, may be prohibited under the HFCAA if the Public Company Accounting Oversight Board, or PCAOB, determines that it is unable to inspect or investigate completely company Intelligent Technology's auditor for two consecutive years. On December 16, 2021, the PCAOB issued the HFCAA Determination Report to notify the SEC of its determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, including company Intelligent Technology's auditor. On December 15, 2022, the PCAOB announced that it was able to conduct inspections and investigations completely of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong in 2022. The PCAOB vacated its previous determination accordingly. As a result, company Intelligent Technology does not expect to be identified as a “Commission-Identified Issuer” under the HFCAA. However, whether the PCAOB will continue to conduct inspections and investigations completely to its satisfaction of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of company Intelligent Technology's, and company Intelligent Technology's auditor’s, control, including positions taken by authorities of the PRC and the PCAOB. The PCAOB is required under the HFCAA to make its determination on an annual basis with regards to its ability to inspect and investigate completely accounting firms based in mainland China and Hong Kong. The possibility of being a “Commission-Identified Issuer” and risk of delisting could continue to adversely affect the trading price of company Intelligent Technology's securities. If the PCAOB determines in the future that it no longer has full access to inspect and investigate accounting firms headquartered in mainland China and Hong Kong and company Intelligent Technology continues to use such accounting firm to conduct audit work, company Intelligent Technology would be identified as a “Commission-Identified Issuer” under the HFCAA following the filing of the annual report for the relevant fiscal year, and if company Intelligent Technology were so identified for two consecutive years, trading in company Intelligent Technology's securities on U.S. markets would be prohibited. See “Risk Factors — Risks Related to Doing Business in China — The continued U.S. regulatory and legislative focus, including the enactment of the HFCAA, may adversely affect the market price of the American depositary shares (ADSs) and may eventually require company Intelligent Technology Holding Limited to delist its securities from the U.S. markets” for details. Cash is transferred among company Intelligent Technology Holding Limited, its British Virgin Islands subsidiary, company Technology Innovation Limited, or company Innovation, its Hong Kong subsidiary, company Technology, and its Chinese subsidiaries, in the following manner: (i) funds and offering proceeds from company Intelligent Technology Holding Limited are transferred to company Technology through company Innovation, and subsequently to the Chinese subsidiaries through Zhejiang company, the wholly-owned subsidiary of company Technology, in the form of capital contributions or shareholder loans, as the case may be; (ii) dividends or other distributions may be paid by the Chinese subsidiaries through Zhejiang company, which will transfer the dividends or other distributions to company Technology; and (iii) payments may be made by the Chinese subsidiaries to company Technology Europe AB, or CEVT, for research and development services provided. company Technology will then transfer the dividends or other distributions to company Innovation, which will then transfer the dividends or other distributions to company Intelligent Technology Holding Limited. Finally, the dividends or other distributions can be distributed by company Intelligent Technology Holding Limited to its shareholders, whether they are in the United States or elsewhere. Subject to the satisfaction of relevant statutory conditions and procedures under applicable PRC laws and regulations, cash can be transferred between Zhejiang company and its Chinese subsidiaries and CEVT. In 2021, 2022 and 2023, company Intelligent Technology Holding Limited transferred US$281.7 million (RMB2,000.0 million), US$357.8 million (RMB2,540.0 million) and US$793.6 million (RMB5,634.3 million), respectively, to its Chinese subsidiaries as investments through company Innovation and company Technology. During the same periods, company Intelligent Technology Holding Limited transferred nil, US$90.0 million (RMB639.0 million) and nil, respectively, to CEVT as borrowings and received repayment of nil, nil and US$90 million (RMB639.0 million), respectively, from CEVT, and the Chinese subsidiaries transferred nil, SEK1,032.6 million and SEK2,227.9 million, respectively, to CEVT for research and development services provided, and Zhejiang company transferred nil, US$112.7 million (RMB800.0 million) and US$28.2 million (RMB200.0 million), respectively, to CEVT as borrowings, and received repayment of nil, nil and US$1.4 million (RMB10 million), respectively, from CEVT. Save for the dividends made by company Automobile (Shanghai) Co., Ltd. to Geely Group before company Intelligent Technology Holding Limited acquired it, none of the Chinese subsidiaries have issued any dividends or distributions to their respective holding companies or any investors as of the date of this prospectus. As a result, company Intelligent Technology Holding Limited does not expect to pay any cash dividends in the near future. The subsidiaries in China generate and retain cash generated from operating activities and re-invest it in the business. In the future, company Intelligent Technology Holding Limited’s ability to pay dividends, if any, to its shareholders and to service any debt it may incur will depend upon dividends paid by its Chinese subsidiaries. For details about the applicable Chinese regulations and rules relating to such cash transfers through the group and the associated risks, see “Risk Factors — Risks Related to Doing Business in China — We may use dividends and other distributions on equity paid by our principal operating subsidiaries to fund offshore cash and financing requirements. Any limitation on the ability of our PRC operating subsidiaries to make payments to us could have an adverse effect on our ability to conduct our business” and “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 restrict or prevent us from using the proceeds of this offering to make loans or additional capital contributions to our PRC subsidiaries.” Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Investing in the American depositary shares (ADSs) involves risks. See “Risk Factors” beginning on page 22 of this prospectus for factors you should consider before buying the ADSs. Public offering price Underwriting discounts and commissions(1)(2) Proceeds, before expenses, to company Intelligent Technology Holding Limited(2) Assuming Geely Auto’s full subscription of the ordinary shares to be issued by company Intelligent Technology Holding Limited in such concurrent private placement, company Intelligent Technology Holding Limited will become a “controlled company” within the meaning of the applicable rules of the [NYSE/Nasdaq] because Geely Auto will have (i) $\%$ of the total voting power of company Intelligent Technology Holding Limited's then outstanding ordinary shares, assuming the underwriters do not exercise their over-allotment option, or (ii) $\%$ of the total voting power of company Intelligent Technology Holding Limited's then outstanding ordinary shares, assuming the underwriters exercise their overallotment option in full. See “Principal Shareholders” for details.] Investors in the American depositary shares (ADSs) are not purchasing equity securities of company Intelligent Technology Holding Limited's subsidiaries that have substantive business operations, but instead are purchasing equity securities of a Cayman Islands holding company. company Intelligent Technology Holding Limited, or company Intelligent Technology, is a Cayman Islands holding company that conducts its business operations primarily through a series of subsidiaries in China. company Intelligent Technology controls these subsidiaries through Zhejiang company Intelligent Technology Co., Ltd., or Zhejiang company, which in turn is wholly owned by its Hong Kong subsidiary, company Technology Limited, or company Technology. This structure involves unique risks to investors. For a detailed discussion of the associated risks, see “Prospectus Summary — Holding Company Structure” and “Prospectus Summary — Certain Risks Associated with Our Corporate Structure.” Throughout this prospectus, unless the context indicates otherwise, “company Intelligent Technology” refers to company Intelligent Technology Holding Limited, the holding company, and “company Intelligent Technology Holding Limited,” “company Intelligent Technology,” or “the company” refer to company Intelligent Technology Holding Limited and its subsidiaries as a group. company Intelligent Technology Holding Limited is an “emerging growth company” and a “foreign private issuer” under applicable U.S. federal securities laws and is eligible for reduced public company reporting requirements. See “Prospectus Summary — Implications of Being an Emerging Growth Company” and “Prospectus Summary — Implication of Being a Foreign Private Issuer” for details. company Intelligent Technology Holding Limited faces various legal and operational risks and uncertainties as a company based in and primarily operating in China. Changes in China’s economic, political, or social conditions or government policies could have a material adverse effect on company Intelligent Technology Holding Limited's business and operations. company Intelligent Technology Holding Limited could be adversely affected by uncertainties with respect to the Chinese legal system. Rules and regulations in China can change quickly with little advance notice. In addition, the interpretation and enforcement of Chinese laws and regulations involve additional uncertainties. Since administrative and court authorities in China have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection the company enjoys. The Chinese government exerts substantial influence over the conduct of the company's business and may intervene with or influence the company's operations as the government deems appropriate to further regulatory, political, and societal goals. The Chinese government has recently published new policies that significantly affected certain industries, and the company cannot rule out the possibility that the government will in the future release regulations or policies regarding the company's industry that could adversely affect the company's business, financial condition, and results of operations. Furthermore, the Chinese government has recently indicated an intent to exert more oversight and control over overseas securities offerings and other capital markets activities and foreign investment in China-based companies like the company. Any such action, once taken by the Chinese government, could significantly limit or completely hinder the company's ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or, in extreme cases, become worthless. See “Risk Factors — Risks Related to Doing Business in China — The PRC government exerts substantial influence over the manner in which the company conducts its business operations. It may influence or intervene in company Intelligent Technology Holding Limited's operations at any time as part of its efforts to enforce PRC law, which could result in a material adverse change in company Intelligent Technology Holding Limited's operations and the value of the ADSs.” company Intelligent Technology Holding Limited also faces risks associated with the lack of inspection from the Public Company Accounting Oversight Board, or PCAOB, on its auditor. Under the Holding Foreign Companies Accountable Act, or HFCAA, if the Securities and Exchange Commission, or SEC, determines that an issuer has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC will prohibit its securities from being traded on any U.S. stock exchange. In addition, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted into law, would amend the Holding Foreign Companies Accountable Act and require the Securities and Exchange Commission to prohibit company Intelligent Technology Holding Limited’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years. On February 4, 2022, the U.S. House of Representatives passed a bill containing, among other things, an identical provision. If this provision is enacted into law, it will reduce the time period before the American Depositary Shares would be delisted from a U.S. stock exchange. On August 26, 2022, the Public Company Accounting Oversight Board signed a Statement of Protocol with the China Securities Regulatory Commission, or CSRC, and the Ministry of Finance of the People's Republic of China, taking the first step toward opening access for the Public Company Accounting Oversight Board to completely inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. The Public Company Accounting Oversight Board is expected to reassess its determinations for purposes of the Holding Foreign Companies Accountable Act by the end of 2022, although there is no guarantee as to the results of the Public Company Accounting Oversight Board’s inspections and investigations under such framework agreement. The delisting of the American Depositary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. Additionally, the inability of the Public Company Accounting Oversight Board to conduct inspections deprives you of the benefits of such inspections. See “Risk Factors — Risks Related to Doing Business in China — The continued impasse on the ability of the Public Company Accounting Oversight Board to inspect or investigate Public Company Accounting Oversight Board-registered accounting firms in China and U.S. regulatory and legislative focus, including the enactment of the Holding Foreign Companies Accountable Act, may adversely affect the market price of the American Depositary Shares and may eventually require company to delist its securities from the U.S. markets” for details. In 2020, 2021 and the nine months ended September 30, 2022, company Intelligent Technology Holding Limited transferred nil, $3,281.2 million (RMB2,000.0 million) and $357.1 million (RMB 2,540.0 million), respectively, to its Chinese subsidiaries as investments through company Innovation and company Technology. During the same periods, company Intelligent Technology Holding Limited transferred (i) nil, nil and $90.0 million (RMB640.2 million), respectively, to CEVT as borrowings and (ii) nil, nil and SEK587 million, respectively, to CEVT for research and development services provided. Save for the dividends made by company Automobile (Shanghai) Co., Ltd. to Geely Group before company Intelligent Technology Holding Limited acquired it, none of the Chinese subsidiaries have issued any dividends or distributions to their respective holding companies or any investors as of the date of this prospectus. As a result, company Intelligent Technology Holding Limited does not expect to pay any cash dividends in the near future. The subsidiaries in China generate and retain cash generated from operating activities and re-invest it in the business. In the future, company Intelligent Technology Holding Limited’s ability to pay dividends, if any, to its shareholders and to service any debt it may incur will depend upon dividends paid by its Chinese subsidiaries. For details about the applicable Chinese regulations and rules relating to such cash transfers through the group and the associated risks, see “Risk Factors — Risks Related to Doing Business in China — company Intelligent Technology Holding Limited may use dividends and other distributions on equity paid by its principal operating subsidiaries to fund offshore cash and financing requirements. Any limitation on the ability of the PRC operating subsidiaries to make payments to company Intelligent Technology Holding Limited could have an adverse effect on its ability to conduct its business” and “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 restrict or prevent company Intelligent Technology Holding Limited from using the proceeds of this offering to make loans or additional capital contributions to its PRC subsidiaries.” Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Investing in the American Depositary Shares (ADSs) involves risks. See “Risk Factors” beginning on page 21 of this prospectus for factors investors should consider before buying the ADSs. Public offering price Underwriting discounts and commissions(1) Proceeds, before expenses, to company Intelligent Technology Holding Limited company Intelligent Technology Holding Limited has granted the underwriters the right to purchase up to additional American Depositary Shares (ADSs) to cover over-allotments at the initial public offering price, less the underwriting discounts and commissions. The underwriters expect to deliver the American Depositary Shares (ADSs) against payment in U.S. dollars in New York, New York on , 20 Since administrative and court authorities in China have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection the company enjoys. The Chinese government exerts substantial influence over the conduct of the company's business and may intervene with or influence the company's operations as the government deems appropriate to further regulatory, political, and societal goals. The Chinese government has recently published new policies that significantly affected certain industries, and the company cannot rule out the possibility that the government will in the future release regulations or policies regarding the company's industry that could adversely affect the company's business, financial condition, and results of operations. Furthermore, the Chinese government has recently exerted more oversight and control over overseas securities offerings and other capital markets activities and foreign investment in China-based companies like the company. Any such action, once taken by the Chinese government, could significantly limit or completely hinder the company's ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or, in extreme cases, become worthless. See “Risk Factors Risks Related to Doing Business in China — The PRC government exerts substantial influence over the manner in which the company conducts its business operations. It may influence or intervene in company Intelligent Technology Holding Limited's operations at any time as part of its efforts to enforce PRC law, which could result in a material adverse change in company Intelligent Technology Holding Limited's operations and the value of the ADSs.” company Intelligent Technology Holding Limited also faces risks associated with the Holding Foreign Companies Accountable Act, or HFCAA. Trading in company Intelligent Technology Holding Limited's securities on U.S. markets, including the NYSE, may be prohibited under the HFCAA if the Public Company Accounting Oversight Board, or PCAOB, determines that it is unable to inspect or investigate completely company Intelligent Technology Holding Limited's auditor for two consecutive years. On December 16, 2021, the PCAOB issued the HFCAA Determination Report to notify the SEC of its determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, including company Intelligent Technology Holding Limited's auditor. On December 15, 2022, the PCAOB announced that it was able to conduct inspections and investigations completely of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong in 2022. The PCAOB vacated its previous determination accordingly. As a result, company Intelligent Technology Holding Limited does not expect to be identified as a “Commission-Identified Issuer” under the HFCAA. However, whether the PCAOB will continue to conduct inspections and investigations completely to its satisfaction of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of the company's, and the company's auditor’s, control, including positions taken by authorities of the PRC and the PCAOB. The PCAOB is required under the HFCAA to make its determination on an annual basis with regards to its ability to inspect and investigate completely accounting firms based in mainland China and Hong Kong. The possibility of being a “Commission-Identified Issuer” and risk of delisting could continue to adversely affect the trading price of the company's securities. If the PCAOB determines in the future that it no longer has full access to inspect and investigate accounting firms headquartered in mainland China and Hong Kong and the company continues to use such accounting firm to conduct audit work, the company would be identified as a “Commission-Identified Issuer” under the HFCAA following the filing of the annual report for the relevant fiscal year, and if the company were so identified. for two consecutive years, trading in the company's securities on U.S. markets would be prohibited. See “Risk Factors — Risks Related to Doing Business in China — The continued U.S. regulatory and legislative focus, including the enactment of the HFCAA, may adversely affect the market price of the ADSs and may eventually require the company Intelligent Technology Holding Limited to delist its securities from the U.S. markets” for details. Cash is transferred among the company Intelligent Technology Holding Limited, its British Virgin Island subsidiary, the company Technology Innovation Limited, or the company Innovation, its Hong Kong subsidiary, the company Technology, and its Chinese subsidiaries, in the following manner: (i) funds and offering proceeds from the company Intelligent Technology Holding Limited are transferred to the company Technology through the company Innovation, and subsequently to the Chinese subsidiaries through Zhejiang the company, the wholly-owned subsidiary of the company Technology, in the form of capital contributions or shareholder loans, as the case may be; (ii) dividends or other distributions may be paid by the Chinese subsidiaries through Zhejiang the company, which will transfer the dividends or other distributions to the company Technology; and (iii) payments may be made by the Chinese subsidiaries to the company Technology Europe AB, or CEVT, for research and development services provided. The company Technology will then transfer the dividends or other distributions to the company Innovation, which will then transfer the dividends or other distributions to the company Intelligent Technology Holding Limited. Finally, the dividends or other distributions can be distributed by the company Intelligent Technology Holding Limited to its shareholders, whether they are in the United States or elsewhere. Subject to the satisfaction of relevant statutory conditions and procedures under applicable PRC laws and regulations, cash can be transferred between Zhejiang company and its Chinese subsidiaries and CEVT. In 2021, 2022 and 2023, company Intelligent Technology Holding Limited transferred US$281.7 million (RMB2,000.0 million), US$357.8 million (RMB2,540.0 million) and US$793.6 million (RMB5634.3 million), respectively, to its Chinese subsidiaries as investments through company Innovation and company Technology. During the same periods, company Intelligent Technology Holding Limited transferred nil, US$90.0 million (RMB639.0 million) and nil, respectively, to CEVT as borrowings and received repayment of nil, nil and US$90 million (RMB639.0 million), respectively, from CEVT, and the Chinese subsidiaries transferred nil, SEK1,032.6 million and SEK2,227.9 million, respectively, to CEVT for research and development services provided, and Zhejiang company transferred nil, US$112.7 million (RMB800.0 million) and US$28.2 million (RMB200.0 million), respectively, to CEVT as borrowings, and received repayment of nil, nil and US$1.4 million (RMB10 million), respectively, from CEVT. Save for the dividends made by company Automobile (Shanghai) Co., Ltd. to Geely Group before company Intelligent Technology Holding Limited acquired it, none of the Chinese subsidiaries have issued any dividends or distributions to their respective holding companies or any investors as of the date of this prospectus. As a result, company Intelligent Technology Holding Limited does not expect to pay any cash dividends in the near future. The subsidiaries in China generate and retain cash generated from operating activities and re-invest it in the business. Company Intelligent Technology Holding Limited, or Company Intelligent Technology, is a Cayman Islands holding company that conducts its business operations primarily through a series of subsidiaries in China. Company Intelligent Technology controls these subsidiaries through Zhejiang Company Intelligent Technology Co., Ltd., or Zhejiang Company, which in turn is wholly owned by its Hong Kong subsidiary, Company Technology Limited, or Company Technology. This structure involves unique risks to investors. For a detailed discussion of the associated risks, see “Prospectus Summary — Holding Company Structure” and “Prospectus Summary — Certain Risks Associated with Our Corporate Structure.” Throughout this prospectus, unless the context indicates otherwise, “Company Intelligent Technology” refers to Company Intelligent Technology Holding Limited, the holding company, and “Company Intelligent Technology Holding Limited,” “Company Intelligent Technology,” or “the company” refer to Company Intelligent Technology Holding Limited and its subsidiaries as a group. Company Intelligent Technology Holding Limited faces various legal and operational risks and uncertainties as a company based in and primarily operating in China. Changes in China’s economic, political, or social conditions or government policies could have a material adverse effect on Company Intelligent Technology Holding Limited's business and operations. Company Intelligent Technology Holding Limited could be adversely affected by uncertainties with respect to the Chinese legal system. Rules and regulations in China can change quickly with little advance notice. In addition, the interpretation and enforcement of Chinese laws and regulations involve additional uncertainties. In the future, company Intelligent Technology Holding Limited’s ability to pay dividends, if any, to its shareholders and to service any debt it may incur will depend upon dividends paid by its Chinese subsidiaries. For details about the applicable Chinese regulations and rules relating to such cash transfers through the group and the associated risks, see “Risk Factors — Risks Related to Doing Business in China — We may use dividends and other distributions on equity paid by our principal operating subsidiaries to fund offshore cash and financing requirements. Any limitation on the ability of our PRC operating subsidiaries to make payments to us could have an adverse effect on our ability to conduct our business” and “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 restrict or prevent us from using the proceeds of this offering to make loans or additional capital contributions to our PRC subsidiaries.” Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Investing in the American Depositary Shares (ADSs) of company Intelligent Technology Holding Limited involves risks. See “Risk Factors” beginning on page 21 of this prospectus for factors investors should consider before buying the ADSs. Public offering price Underwriting discounts and commissions(1) Proceeds, before expenses, to company Intelligent Technology Holding Limited company Intelligent Technology Holding Limited has granted the underwriters the right to purchase up to additional American Depositary Shares (ADSs) to cover over-allotments at the initial public offering price, less the underwriting discounts and commissions. The underwriters expect to deliver the ADSs against payment in U.S. dollars in New York, New York on , 2024. In the future, company Intelligent Technology Holding Limited’s ability to pay dividends, if any, to its shareholders and to service any debt it may incur will depend upon dividends paid by its Chinese subsidiaries. For details about the applicable Chinese regulations and rules relating to such cash transfers through the group and the associated risks, see “Risk Factors — Risks Related to Doing Business in China — company Intelligent Technology Holding Limited may use dividends and other distributions on equity paid by its principal operating subsidiaries to fund offshore cash and financing requirements. Any limitation on the ability of the PRC operating subsidiaries to make payments to company Intelligent Technology Holding Limited could have an adverse effect on its ability to conduct its business” and “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 restrict or prevent company Intelligent Technology Holding Limited from using the proceeds of this offering to make loans or additional capital contributions to its PRC subsidiaries.” Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Investing in the American Depositary Shares (ADSs) involves risks. See “Risk Factors” beginning on page 21 of this prospectus for factors investors should consider before buying the ADSs. The government may influence or intervene in company's operations at any time as part of its efforts to enforce PRC law, which could result in a material adverse change in company's operations and the value of the ADSs.” company also faces risks associated with the Holding Foreign Companies Accountable Act, or HFCAA. Trading in company's securities on U.S. markets, including the NYSE, may be prohibited under the HFCAA if the Public Company Accounting Oversight Board, or PCAOB, determines that it is unable to inspect or investigate completely company's auditor for two consecutive years. On December 16, 2021, the PCAOB issued the HFCAA Determination Report to notify the SEC of its determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, including company's auditor. On December 15, 2022, the PCAOB announced that it was able to conduct inspections and investigations completely of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong in 2022. The PCAOB vacated its previous determination accordingly. As a result, company does not expect to be identified as a “Commission-Identified Issuer” under the HFCAA. See “Risk Factors — Risks Related to Doing Business in China — The continued U.S. regulatory and legislative focus, including the enactment of the HFCAA, may adversely affect the market price of the ADSs and may eventually require the company Intelligent Technology Holding Limited to delist its securities from the U.S. markets” for details. Cash is transferred among the company Intelligent Technology Holding Limited, its British Virgin Islands subsidiary, the company Technology Innovation Limited, or the company Innovation, its Hong Kong subsidiary, the company Technology, and its Chinese subsidiaries, in the following manner: (i) funds and offering proceeds from the company Intelligent Technology Holding Limited are transferred to the company Technology through the company Innovation, and subsequently to the Chinese subsidiaries through Zhejiang the company, the wholly-owned subsidiary of the company Technology, in the form of capital contributions or shareholder loans, as the case may be; (ii) dividends or other distributions may be paid by the Chinese subsidiaries through Zhejiang the company, which will transfer the dividends or other distributions to the company Technology; and (iii) payments may be made by the Chinese subsidiaries to the company Technology Europe AB, or CEVT, for research and development services provided. The company Technology will then transfer the dividends or other distributions to the company Innovation, which will then transfer the dividends or other distributions to the company Intelligent Technology Holding Limited. Finally, the dividends or other distributions can be distributed by the company Intelligent Technology Holding Limited to its shareholders, whether they are in the United States or elsewhere. Subject to the satisfaction of relevant statutory conditions and procedures under applicable PRC laws and regulations, cash can be transferred between Zhejiang company and its Chinese subsidiaries and CEVT. In 2021, 2022, and 2023, company Intelligent Technology Holding Limited transferred US$281.7 million (RMB2,000.0 million), US$357.8 million (RMB2,540.0 million), and US$793.6 million (RMB5634.3 million), respectively, to its Chinese subsidiaries as investments through company Innovation and company Technology. During the same periods, company Intelligent Technology Holding Limited transferred nil, US$90.0 million (RMB639.0 million), and nil, respectively, to CEVT as borrowings and received repayment of nil, nil, and US$90 million (RMB639.0 million), respectively, from CEVT, and the Chinese subsidiaries transferred nil, SEK1,032.6 million, and SEK2,227.9 million, respectively, to CEVT for research and development services provided, and Zhejiang company transferred nil, US$112.7 million (RMB800.0 million), and US$28.2 million (RMB200.0 million), respectively, to CEVT as borrowings, and received repayment of nil, nil, and US$1.4 million (RMB10 million), respectively, from CEVT. Save for the dividends made by company Automobile (Shanghai) Co., Ltd. to Geely Group before company Intelligent Technology Holding Limited acquired it, none of the Chinese subsidiaries have issued any dividends or distributions to their respective holding companies or any investors as of the date of this prospectus. As a result, company Intelligent Technology Holding Limited does not expect to pay any cash dividends in the near future. The subsidiaries in China generate and retain cash generated from operating activities and re-invest it in the business. For a detailed discussion of the associated risks, see “Prospectus Summary — Holding Company Structure” and “Prospectus Summary — Certain Risks Associated with Our Corporate Structure.” Throughout this prospectus, unless the context indicates otherwise, “ZEEKR Intelligent Technology” refers to ZEEKR Intelligent Technology Holding Limited, the holding company, and “ZEEKR Intelligent Technology Holding Limited,” “ZEEKR Intelligent Technology,” or “the company” refer to ZEEKR Intelligent Technology Holding Limited and its subsidiaries as a group. ZEEKR Intelligent Technology Holding Limited faces various legal and operational risks and uncertainties as a company based in and primarily operating in China. Changes in China’s economic, political, or social conditions or government policies could have a material adverse effect on ZEEKR Intelligent Technology Holding Limited's business and operations. ZEEKR Intelligent Technology Holding Limited could be adversely affected by uncertainties with respect to the Chinese legal system. Rules and regulations in China can change quickly with little advance notice. In addition, the interpretation and enforcement of Chinese laws and regulations involve additional uncertainties. Since administrative and court authorities in China have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection ZEEKR Intelligent Technology Holding Limited enjoys. The Chinese government exerts substantial influence over the conduct of the company's business and may intervene with or influence the company's operations as the government deems appropriate to further regulatory, political, and societal goals. Trading in company Intelligent Technology Holding Limited's securities on U.S. markets, including the NYSE, may be prohibited under the HFCAA if the Public Company Accounting Oversight Board, or PCAOB, determines that it is unable to inspect or investigate completely company Intelligent Technology Holding Limited's auditor for two consecutive years. On December 16, 2021, the PCAOB issued the HFCAA Determination Report to notify the SEC of its determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, including company Intelligent Technology Holding Limited's auditor. On December 15, 2022, the PCAOB announced that it was able to conduct inspections and investigations completely of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong in 2022. The PCAOB vacated its previous determination accordingly. As a result, company Intelligent Technology Holding Limited does not expect to be identified as a “Commission-Identified Issuer” under the HFCAA. However, whether the PCAOB will continue to conduct inspections and investigations completely to its satisfaction of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of company Intelligent Technology Holding Limited's, and company Intelligent Technology Holding Limited's auditor’s, control, including positions taken by authorities of the PRC and the PCAOB. The PCAOB is required under the HFCAA to make its determination on an annual basis with regards to its ability to inspect and investigate completely accounting firms based in mainland China and Hong Kong. Cash is transferred among company Intelligent Technology Holding Limited, its British Virgin Islands subsidiary, company Technology Innovation Limited, or company Innovation, its Hong Kong subsidiary, company Technology, and its Chinese subsidiaries, in the following manner: (i) funds and offering proceeds from company Intelligent Technology Holding Limited are transferred to company Technology through company Innovation, and subsequently to the Chinese subsidiaries through Zhejiang company, the wholly-owned subsidiary of company Technology, in the form of capital contributions or shareholder loans, as the case may be; (ii) dividends or other distributions may be paid by the Chinese subsidiaries through Zhejiang company, which will transfer the dividends or other distributions to company Technology; and (iii) payments may be made by the Chinese subsidiaries to China-Euro Vehicle Technology Aktiebolag, or CEVT, for research and development services provided. company Technology will then transfer the dividends or other distributions to company Innovation, which will then transfer the dividends or other distributions to company Intelligent Technology Holding Limited. Finally, the dividends or other distributions can be distributed by company Intelligent Technology Holding Limited to its shareholders, whether they are in the United States or elsewhere. Subject to the satisfaction of relevant statutory conditions and procedures under applicable PRC laws and regulations, cash can be transferred between Zhejiang company and its Chinese subsidiaries and CEVT. In 2020, 2021, 2022 and the six months ended June 30, 2023, company Intelligent Technology Holding Limited transferred nil, US$275.8 million (RMB2,000.0 million), US$350.3 million (RMB2,540.0 million) and US$689.5 million (RMB5,000.0 million), respectively, to its Chinese subsidiaries as investments through company Innovation and company Technology. During the same periods, company Intelligent Technology Holding Limited transferred (i) nil, nil, US$90.0 million (RMB652.6 million) and nil, respectively, to CEVT as borrowings and (ii) nil, nil, SEK1,032.6 million and SEK1,420.3 million, respectively, to CEVT for research and development services provided, and Zhejiang company transferred (i) nil, nil, US$110.3 million (RMB800.0 million) and US$27.6 million (RMB200.0 million), respectively, to CEVT as borrowings. Save for the dividends made by company Automobile (Shanghai) Co., Ltd. to Geely Group before company Intelligent Technology Holding Limited acquired it, none of the Chinese subsidiaries have issued any dividends or distributions to their respective holding companies or any investors as of the date of this prospectus. As a result, company Intelligent Technology Holding Limited does not expect to pay any cash dividends in the near future. The subsidiaries in China generate and retain cash generated from operating activities and re-invest it in the business. In the future, company Intelligent Technology Holding Limited’s ability to pay dividends, if any, to its shareholders and to service any debt it may incur will depend upon dividends paid by its Chinese subsidiaries. This is an initial public offering of American depositary shares, or ADSs, representing ordinary shares of company Intelligent Technology Holding Limited. company Intelligent Technology Holding Limited is offering a total of ADSs. Each ADS represents our ordinary shares, par value US\$0.0002 per share, and may be evidenced by American depositary receipts, or ADRs. Prior to this offering, there has been no public market for the American depositary shares (ADSs) or company Intelligent Technology Holding Limited's ordinary shares. company Intelligent Technology Holding Limited expects the initial public offering price will be between US$ and US$ per ADS. company Intelligent Technology Holding Limited intends to apply to list the ADSs on the New York Stock Exchange, or NYSE, under the symbol “ZK.” [Concurrently with this offering, Geely Automobile Holdings Limited, or Geely Auto, company Intelligent Technology Holding Limited's controlling shareholder, will have the right to purchase up to a total of ordinary shares to be issued by company Intelligent Technology Holding Limited in a private placement. Assuming Geely Auto’s full subscription of the ordinary shares to be issued by company Intelligent Technology Holding Limited in such concurrent private placement, company Intelligent Technology Holding Limited will remain a “controlled company” within the meaning of the applicable rules of the NYSE because Geely Auto will have (i) $\%$ of the total voting power of company Intelligent Technology Holding Limited's then outstanding ordinary shares, assuming the underwriters do not exercise their over-allotment option, or (ii) $\%$ of the total voting power of company Intelligent Technology Holding Limited's then outstanding ordinary shares, assuming the underwriters exercise their over-allotment option in full. See “Principal Shareholders” for details.] Investors in the American depositary shares (ADSs) are not purchasing equity securities of company Intelligent Technology Holding Limited's subsidiaries that have substantive business operations, but instead are purchasing equity securities of a Cayman Islands holding company. company Intelligent Technology Holding Limited, or company Intelligent Technology, is a Cayman Islands holding company that conducts its business operations primarily through a series of subsidiaries in China. company Intelligent Technology controls these subsidiaries through Zhejiang company Intelligent Technology Co., Ltd., or Zhejiang company, which in turn is wholly owned by its Hong Kong subsidiary, company Technology Limited, or company Technology. This structure involves unique risks to investors. The Chinese government has recently published new policies that significantly affected certain industries, and the company cannot rule out the possibility that the government will in the future release regulations or policies regarding the company's industry that could adversely affect the company's business, financial condition, and results of operations. Furthermore, the Chinese government has recently exerted more oversight and control over overseas securities offerings and other capital markets activities and foreign investment in China-based companies like the company. Any such action, once taken by the Chinese government, could significantly limit or completely hinder the company's ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or, in extreme cases, become worthless. See “Risk Factors — Risks Related to Doing Business in China — The PRC government exerts substantial influence over the manner in which the company conducts its business operations. It may influence or intervene in the company's operations at any time as part of its efforts to enforce PRC law, which could result in a material adverse change in the company's operations and the value of the ADSs.” The company also faces risks associated with the Holding Foreign Companies Accountable Act, or HFCAA. The possibility of being a “Commission-Identified Issuer” and risk of delisting could continue to adversely affect the trading price of the company's securities. If the PCAOB determines in the future that it no longer has full access to inspect and investigate accounting firms headquartered in mainland China and Hong Kong and the company continues to use such accounting firm to conduct audit work, the company would be identified as a “Commission-Identified Issuer” under the HFCAA following the filing of the annual report for the relevant fiscal year, and if the company were so identified for two consecutive years, trading in the company's securities on U.S. markets would be prohibited. See “Risk Factors — Risks Related to Doing Business in China — The continued U.S. regulatory and legislative focus, including the enactment of the HFCAA, may adversely affect the market price of the ADSs and may eventually require the company to delist its securities from the U.S. markets” for details. For details about the applicable Chinese regulations and rules relating to such cash transfers through the group and the associated risks, see “Risk Factors — Risks Related to Doing Business in China — The company may use dividends and other distributions on equity paid by its principal operating subsidiaries to fund offshore cash and financing requirements. Any limitation on the ability of the PRC operating subsidiaries to make payments to the company could have an adverse effect on its ability to conduct its business” and “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 restrict or prevent the company from using the proceeds of this offering to make loans or additional capital contributions to its PRC subsidiaries.” Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Investing in the American Depositary Shares (ADSs) involves risks. See “Risk Factors” beginning on page 24 of this prospectus for factors investors should consider before buying the ADSs. Public offering price Underwriting discounts and commissions(1) Proceeds, before expenses, to company Intelligent Technology Holding Limited (1) For a description of the compensation payable to the underwriters of company Intelligent Technology Holding Limited, see “Underwriting.” company Intelligent Technology Holding Limited has granted the underwriters the right to purchase up to additional American Depositary Shares (ADSs) to cover over-allotments at the initial public offering price, less the underwriting discounts and commissions. The underwriters expect to deliver the ADSs against payment in U.S. dollars in New York, New York on , 2023. This is an initial public offering of American depositary shares, or ADSs, representing ordinary shares of company Intelligent Technology Holding Limited. company Intelligent Technology Holding Limited is offering a total of ADSs. Each ADS represents our ordinary shares, par value US$0.0002 per share, and may be evidenced by American depositary receipts, or ADRs. Prior to this offering, there has been no public market for the American depositary shares (ADSs) or company Intelligent Technology Holding Limited's ordinary shares. company Intelligent Technology Holding Limited expects the initial public offering price will be between US$ and US$ per ADS. company Intelligent Technology Holding Limited intends to apply to list the ADSs on the New York Stock Exchange, or NYSE, under the symbol “ZK.” [Concurrently with this offering, Geely Automobile Holdings Limited, or Geely Auto, company Intelligent Technology Holding Limited's controlling shareholder, will have the right to purchase up to a total of ordinary shares to be issued by company Intelligent Technology Holding Limited in a private placement. Assuming Geely Auto’s full subscription of the ordinary shares to be issued by company Intelligent Technology Holding Limited in such concurrent private placement, company Intelligent Technology Holding Limited will remain a “controlled company” within the meaning of the applicable rules of the NYSE because Geely Auto will have (i) $\%$ of the total voting power of company Intelligent Technology Holding Limited's then outstanding ordinary shares, assuming the underwriters do not exercise their over-allotment option, or (ii) $\%$ of the total voting power of company Intelligent Technology Holding Limited's then outstanding ordinary shares, assuming the underwriters exercise their over-allotment option in full. See “Principal Shareholders” for details.] Investors in the American depositary shares (ADSs) are not purchasing equity securities of company Intelligent Technology Holding Limited's subsidiaries that have substantive business operations, but instead are purchasing equity securities of a Cayman Islands holding company. company Intelligent Technology Holding Limited, or company Intelligent Technology, is a Cayman Islands holding company that conducts its business operations primarily through a series of subsidiaries in China. company Intelligent Technology Holding Limited controls these subsidiaries through Zhejiang company Intelligent Technology Co., Ltd., or Zhejiang company, which in turn is wholly owned by its Hong Kong subsidiary, company Technology Limited, or company Technology. This structure involves unique risks to investors. The Chinese government has recently published new policies that significantly affected certain industries, and company Intelligent Technology Holding Limited cannot rule out the possibility that the Chinese government will in the future release regulations or policies regarding company Intelligent Technology Holding Limited's industry that could adversely affect company Intelligent Technology Holding Limited's business, financial condition, and results of operations. Furthermore, the Chinese government has recently exerted more oversight and control over overseas securities offerings and other capital markets activities and foreign investment in China-based companies like company Intelligent Technology Holding Limited. Any such action, once taken by the Chinese government, could significantly limit or completely hinder company Intelligent Technology Holding Limited's ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or, in extreme cases, become worthless. See “Risk Factors — Risks Related to Doing Business in China — The PRC government exerts substantial influence over the manner in which company Intelligent Technology Holding Limited conducts its business operations. It may influence or intervene in company Intelligent Technology Holding Limited's operations at any time as part of its efforts to enforce PRC law, which could result in a material adverse change in company Intelligent Technology Holding Limited's operations and the value of the ADSs.” company Intelligent Technology Holding Limited also faces risks associated with the Holding Foreign Companies Accountable Act, or HFCAA. The possibility of being a “Commission-Identified Issuer” and risk of delisting could continue to adversely affect the trading price of company Intelligent Technology Holding Limited's securities. If the PCAOB determines in the future that the Public Company Accounting Oversight Board no longer has full access to inspect and investigate accounting firms headquartered in mainland China and Hong Kong and company Intelligent Technology Holding Limited continues to use such accounting firm to conduct audit work, company Intelligent Technology Holding Limited would be identified as a “Commission-Identified Issuer” under the Holding Foreign Companies Accountable Act following the filing of the annual report for the relevant fiscal year, and if company Intelligent Technology Holding Limited were so identified for two consecutive years, trading in company Intelligent Technology Holding Limited's securities on U.S. markets would be prohibited. See “Risk Factors — Risks Related to Doing Business in China — The continued U.S. regulatory and legislative focus, including the enactment of the HFCAA, may adversely affect the market price of the American depositary shares and may eventually require company Intelligent Technology Holding Limited to delist its securities from the U.S. markets” for details. For details about the applicable Chinese regulations and rules relating to such cash transfers through the group and the associated risks, see “Risk Factors — Risks Related to Doing Business in China — company may use dividends and other distributions on equity paid by its principal operating subsidiaries to fund offshore cash and financing requirements. Any limitation on the ability of the PRC operating subsidiaries to make payments to company could have an adverse effect on its ability to conduct its business” and “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 restrict or prevent company from using the proceeds of this offering to make loans or additional capital contributions to its PRC subsidiaries.” Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Investing in the American depositary shares (ADSs) involves risks. See “Risk Factors” beginning on page 21 of this prospectus for factors investors should consider before buying the ADSs. Public offering price Underwriting discounts and commissions(1) Proceeds, before expenses, to company Intelligent Technology Holding Limited (1) For a description of the compensation payable to the underwriters of company Intelligent Technology Holding Limited, see “Underwriting.” company Intelligent Technology Holding Limited has granted the underwriters the right to purchase up to additional American depositary shares (ADSs) to cover over-allotments at the initial public offering price, less the underwriting discounts and commissions. The underwriters expect to deliver the ADSs against payment in U.S. dollars in New York, New York on , 2023. (Exact name of Registrant as specified in company's charter) Not Applicable (Translation of company's name into English) Cayman Islands (State or other jurisdiction of incorporation or organization) 3711 (Primary Standard Industrial Classification Code Number) No. 1388 Minshan Road Xinqi Street, Beilun District, Ningbo, Zhejiang, People's Republic of China Not Applicable (company's I.R.S. Employer Identification Number) (Address, Including Zip Code, and Telephone Number, Including Area Code, of company's Principal Executive Offices) (Name, address, including zip code, and telephone number, including area code, of company's agent for service) Copies to: Li He, Esq. James C. Lin, Esq. Davis Polk & Wardwell LLP  
c/o 10th Floor, The Hong Kong Club  
Building 3A Chater Road  
Central, Hong Kong  
+852 2533-3300  
Ran Li, Esq. Davis Polk & Wardwell LLP  
22nd Floor, China World Office 2  
1 Jian Guo Men Wai Avenue  
Chaoyang District, Beijing  
People’s Republic of China  
+86 8567-5051  
Yi Gao, Esq. Simpson Thacher & Bartlett LLP  
c/o 35th Floor, ICBC Tower  
3 Garden Road  
Central, Hong Kong  
+852 2514-7600 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ Indicate by check mark whether the company is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company   ☐ If the company is an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the company 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. ☐ This is an initial public offering of American depositary shares, or ADSs, representing ordinary shares of the company Intelligent Technology Holding Limited. The company Intelligent Technology Holding Limited is offering a total of ADSs. Each ADS represents a portion of the company's ordinary shares, par value US$0.0002 per share, and may be evidenced by American depositary receipts, or ADRs. company Intelligent Technology controls these subsidiaries through Zhejiang company Intelligent Technology Co., Ltd., or Zhejiang company, which in turn is wholly owned by its Hong Kong subsidiary, company Technology Limited, or company Technology. This structure involves unique risks to investors. For a detailed discussion of the associated risks, see “Prospectus Summary — Holding Company Structure” and “Prospectus Summary — Certain Risks Associated with Our Corporate Structure.” Throughout this prospectus, unless the context indicates otherwise, “company Intelligent Technology” or “the Company” refers to company Intelligent Technology Holding Limited, the holding company, and “company Intelligent Technology Holding Limited,” “company Intelligent Technology,” or “the Company” refer to company Intelligent Technology Holding Limited and its subsidiaries as a group. company Intelligent Technology Holding Limited faces various risks and uncertainties as a company based in and primarily operating in China. Changes in China’s economic or social conditions or government policies could have a material adverse effect on company's business and operations. As the Chinese legal system is still evolving, company is subject to uncertainties typically found in the legal systems of developing countries and could be adversely affected as a result. Rules and regulations in China can change quickly as the PRC government may take prompt and immediate actions to address any issue perceived as posing imminent harm or immediate risk. In addition, in the jurisdictions where the company operates, for example in China, the interpretation and enforcement of laws and regulations are constantly evolving and are subject to the discretion and judgment of the administrative and judicial authorities implementing and enforcing such laws and regulations on a case-by-case basis. As a result, it may be difficult to accurately assess the company's rights and obligations under such laws and regulations or predict the outcome of any administrative and court proceedings the company may face thereunder. New laws, regulations, and policies adopted by the Chinese government may have a substantial impact on the company's business operations. The company is subject to the regulation and supervision of various governmental agencies in China, and to fulfill their respective regulatory responsibilities, these agencies may set new requirements or standards on various aspects of the company's operations, as well as conduct regulatory investigations, initiatives, or other actions, which may in turn significantly influence the company's operations. Some Chinese regulatory authorities have recently published new policies that significantly affected certain industries, and the company cannot rule out the possibility that regulations or policies regarding the company's industry that could adversely affect the company's business, financial condition, and results of operations will be released in the future. Furthermore, the Chinese government recently adopted, and may in the future adopt more, regulations to exert oversight and supervision over overseas securities offerings by China-based companies like company, and any securities offering by company in capital markets outside of China, including this offering, has been or will be subject to the filing and review process by the relevant PRC regulatory authorities, and company will be subject to additional procedural steps and may need to adjust its disclosure in response to comments from PRC regulatory authorities during the review process while ensuring compliance with the requirements under the U.S. securities laws and regulations at the same time. Given these regulations are still new, it is difficult at this stage for company to assess the impacts they may have on company's ability to conduct any securities offering in the United States or any other overseas market in the future, and if company cannot conduct more securities offerings in overseas markets, company may not be able to acquire sufficient capital needed for future business operation and expansion, the liquidity of company's securities in overseas markets may be significantly affected, and the value of company's securities may significantly decline or, in extreme cases, become worthless. See “Risk Factors — Risks Related to Doing Business in China — Government policies and measures adopted by the PRC government may have material impacts on how the company may conduct its business, and the company may need to adjust its operations from time to time to comply with regulatory requirements, which could result in material adverse impacts on the company's operations and the value of the ADSs.” The company also faces risks associated with the Holding Foreign Companies Accountable Act, or HFCAA. Trading in the company's securities on U.S. markets, including the NYSE, may be prohibited under the HFCAA if the Public Company Accounting Oversight Board, or PCAOB, determines that it is unable to inspect or investigate completely the company's auditor for two consecutive years. On December 16, 2021, the PCAOB issued the HFCAA Determination Report to notify the SEC of its determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, including the company's auditor. On December 15, 2022, the PCAOB announced that it was able to conduct inspections and investigations completely of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong in 2022. The PCAOB vacated its previous determination accordingly. As a result, the company does not expect to be identified as a “Commission-Identified Issuer” under the HFCAA. However, whether the PCAOB will continue to conduct inspections and investigations completely to its satisfaction of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of the company's, and the company's auditor’s, control, including positions taken by authorities of the PRC. The PCAOB is required under the HFCAA to make its determination on an annual basis with regards to its ability to inspect and investigate completely accounting firms based in mainland China and Hong Kong. The possibility of being a “Commission-Identified Issuer” and risk of delisting could continue to adversely affect the trading price of the company's securities. If the PCAOB determines in the future that it no longer has full access to inspect and investigate accounting firms headquartered in mainland China and Hong Kong and the company continues to use such accounting firm to conduct audit work, the company would be identified as a “Commission-Identified Issuer” under the HFCAA following the filing of the annual report for the relevant fiscal year, and if the company were so identified for two consecutive years, trading in the company's securities on U.S. markets would be prohibited. See “Risk Factors — Risks Related to Doing Business in China — The continued U.S. regulatory and legislative focus, including the enactment of the HFCAA, may adversely affect the market price of the ADSs and may eventually require the company to delist its securities from the U.S. markets” for details. Cash is transferred among company Intelligent Technology, company's British Virgin Islands subsidiary, company Technology Innovation Limited, or company Innovation, company's Hong Kong subsidiary, company Technology, and company's Chinese subsidiaries, in the following manner: (i) funds and offering proceeds from company Intelligent Technology are transferred to company Technology through company Innovation, and subsequently to company's Chinese subsidiaries through Zhejiang company, the wholly-owned subsidiary of company Technology, in the form of capital contributions or shareholder loans, as the case may be; (ii) dividends or other distributions may be paid by company's Chinese subsidiaries through Zhejiang company, which will transfer the dividends or distributions to company Technology; and payments may be made by company's Chinese subsidiaries to China-based entities. company Technology will then transfer the dividends or other distributions to company Intelligent Technology to its shareholders, whether they are subsidiaries or CEVT. In 2020, 2021, and 2022, company Intelligent Technology received US$275.8 million (RMB2,000.0 million), US$350.3 million, and US$90.0 million, respectively, as investments from company's Chinese subsidiaries; company Technology transferred nil, nil, and US$110.3 million (RMB800.0 million) in dividends made by company Automobile (Shenzhen) Co., Ltd. company does not expect to pay any cash dividends in the foreseeable future and intends to reinvest it in company's business. Any debt incurred will be serviced according to the conditions and procedures under applicable PRC regulations and rules relating to such cash transfers. For more information, see “Risk Factors — Risks Related to Doing Business in China — We may use dividends and other distributions to meet cash and financing requirements. Any limitations on company's ability to make payments to company Intelligent Technology could have a material adverse effect on company's ability to conduct its business and operations.” Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Investing in the American Depositary Shares (ADSs) involves risks. See “Risk Factors” beginning on page $\underline { { 2 2 } }$ of this prospectus for factors investors should consider before buying the ADSs. Public offering price Underwriting discounts and commissions(1) Proceeds, before expenses, to company (1) For a description of the compensation payable to the underwriters, see “Underwriting.” company has granted the underwriters the right to purchase up to additional American Depositary Shares (ADSs) to cover over-allotments at the initial public offering price, less the underwriting discounts and commissions. The underwriters expect to deliver the ADSs against payment in U.S. dollars in New York, New York on , 2023. This is an initial public offering of American depositary shares, or ADSs, representing ordinary shares of company Intelligent Technology Holding Limited. company Intelligent Technology Holding Limited is offering a total of ADSs. Each ADS represents our ordinary shares, par value US\$0.0002 per share, and may be evidenced by American depositary receipts, or ADRs. Prior to this offering, there has been no public market for the American depositary shares (ADSs) or company Intelligent Technology Holding Limited's ordinary shares. company Intelligent Technology Holding Limited expects the initial public offering price will be between US$ and US$ per ADS. company Intelligent Technology Holding Limited intends to apply to list the ADSs on the [New York Stock Exchange/Nasdaq Global Market], or [NYSE/Nasdaq], under the symbol “ [Concurrently with this offering, Geely Automobile Holdings Limited, or Geely Auto, company Intelligent Technology Holding Limited's controlling shareholder, will have the right to purchase up to a total of ordinary shares to be issued by company Intelligent Technology Holding Limited in a private placement. Assuming Geely Auto’s full subscription of the ordinary shares to be issued by company Intelligent Technology Holding Limited in such concurrent private placement, company Intelligent Technology Holding Limited will remain a “controlled company” within the meaning of the applicable rules of the [NYSE/Nasdaq] because Geely Auto will have (i) $\%$ of the total voting power of company Intelligent Technology Holding Limited's then outstanding ordinary shares, assuming the underwriters do not exercise their over-allotment option, or (ii) $\%$ of the total voting power of company Intelligent Technology Holding Limited's then outstanding ordinary shares, assuming the underwriters exercise their overallotment option in full. See “Principal Shareholders” for details.] Investors in the American depositary shares (ADSs) are not purchasing equity securities of company Intelligent Technology Holding Limited's subsidiaries that have substantive business operations, but instead are purchasing equity securities of a Cayman Islands holding company. company Intelligent Technology Holding Limited, or company Intelligent Technology, is a Cayman Islands holding company that conducts its business operations primarily through a series of subsidiaries in China. company Intelligent Technology controls these subsidiaries through Zhejiang company Intelligent Technology Co., Ltd., or Zhejiang company, which in turn is wholly owned by its Hong Kong subsidiary, company Technology Limited, or company Technology. This structure involves unique risks to investors. For a detailed discussion of the associated risks, see “Prospectus Summary — Holding Company Structure” and “Prospectus Summary — Certain Risks Associated with Our Corporate Structure.” Throughout this prospectus, unless the context indicates otherwise, “ZEEKR Intelligent Technology” refers to ZEEKR Intelligent Technology Holding Limited, the holding company, and “ZEEKR Intelligent Technology Holding Limited,” “ZEEKR Intelligent Technology,” or “the company” refer to ZEEKR Intelligent Technology Holding Limited and its subsidiaries as a group. ZEEKR Intelligent Technology Holding Limited faces various legal and operational risks and uncertainties as a company based in and primarily operating in China. Changes in China’s economic, political, or social conditions or government policies could have a material adverse effect on ZEEKR Intelligent Technology Holding Limited's business and operations. ZEEKR Intelligent Technology Holding Limited could be adversely affected by uncertainties with respect to the Chinese legal system. Rules and regulations in China can change quickly with little advance notice. In addition, the interpretation and enforcement of Chinese laws and regulations involve additional uncertainties. Since administrative and court authorities in China have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection ZEEKR Intelligent Technology Holding Limited enjoys. The Chinese government exerts substantial influence over the conduct of ZEEKR Intelligent Technology Holding Limited's business and may intervene with or influence ZEEKR Intelligent Technology Holding Limited's operations as the government deems appropriate to further regulatory, political, and societal goals. The Chinese government has recently published new policies that significantly affected certain industries, and the company cannot rule out the possibility that the government will in the future release regulations or policies regarding the company's industry that could adversely affect the company's business, financial condition, and results of operations. Furthermore, the Chinese government has recently indicated an intent to exert more oversight and control over overseas securities offerings and other capital markets activities and foreign investment in China-based companies like the company. Any such action, once taken by the Chinese government, could significantly limit or completely hinder the company's ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or, in extreme cases, become worthless. See “Risk Factors — Risks Related to Doing Business in China — The PRC government exerts substantial influence over the manner in which the company conducts its business operations. It may influence or intervene in the company's operations at any time as part of its efforts to enforce PRC law, which could result in a material adverse change in the company's operations and the value of the ADSs.” The company also faces risks associated with the Holding Foreign Companies Accountable Act, or HFCAA. Trading in company Intelligent Technology Holding Limited's securities on U.S. markets, including the [NYSE/Nasdaq], may be prohibited under the HFCAA if the Public Company Accounting Oversight Board, or PCAOB, determines that it is unable to inspect or investigate completely company Intelligent Technology Holding Limited's auditor for two consecutive years. On December 16, 2021, the PCAOB issued the HFCAA Determination Report to notify the SEC of its determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, including company Intelligent Technology Holding Limited's auditor. On December 15, 2022, the PCAOB announced that it was able to conduct inspections and investigations completely of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong in 2022. The PCAOB vacated its previous determination accordingly. As a result, company Intelligent Technology Holding Limited does not expect to be identified as a “Commission-Identified Issuer” under the HFCAA. However, whether the PCAOB will continue to conduct inspections and investigations remains uncertain. Investigations completely to its satisfaction of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of company Intelligent Technology Holding Limited's, and company Intelligent Technology Holding Limited's auditor’s, control, including positions taken by authorities of the PRC. Cash is transferred among company Intelligent Technology Holding Limited, its British Virgin Island subsidiary, company Technology Innovation Limited, or company Innovation, its Hong Kong subsidiary, company Technology, and its Chinese subsidiaries, in the following manner: (i) funds and offering proceeds from company Intelligent Technology Holding Limited are transferred to company Technology through company Innovation, and subsequently to the Chinese subsidiaries through Zhejiang company, the wholly-owned subsidiary of company Technology, in the form of capital contributions or shareholder loans, as the case may be; (ii) dividends or other distributions may be paid by the Chinese subsidiaries through Zhejiang company, which will transfer the dividends or other distributions to company Technology; and (iii) payments may be made by the Chinese subsidiaries to China-Euro Vehicle Technology Aktiebolag, or CEVT, for research and development services provided. company Technology will then transfer the dividends or other distributions to company Innovation, which will then transfer the dividends or other distributions to company Intelligent Technology Holding Limited. Finally, the dividends or other distributions can be distributed by company Intelligent Technology Holding Limited to its shareholders, whether they are in the United States or elsewhere. Subject to the satisfaction of relevant statutory conditions and procedures under applicable PRC laws and regulations, cash can be transferred between Zhejiang company and its Chinese subsidiaries and CEVT. In 2020, 2021 and the nine months ended September 30, 2022, company Intelligent Technology Holding Limited transferred nil, US$281.2 million (RMB2,000.0 million) and US$357.1 million (RMB2,540.0 million), respectively, to its Chinese subsidiaries as investments through company Innovation and company Technology. During the same periods, company Intelligent Technology Holding Limited transferred (i) nil, nil and US$90.0 million (RMB640.2 million), respectively, to CEVT as borrowings and (ii) nil, nil and SEK587 million, respectively, to CEVT for research and development services provided. Save for the dividends made by company Automobile (Shanghai) Co., Ltd. to Geely Group before company Intelligent Technology Holding Limited acquired it, none of the Chinese subsidiaries have issued any dividends or distributions to their respective holding companies or any investors as of the date of this prospectus. As a result, company Intelligent Technology Holding Limited does not expect to pay any cash dividends in the near future. The subsidiaries in China generate and retain cash generated from operating activities and re-invest it in the business. In the future, company Intelligent Technology Holding Limited’s ability to pay dividends, if any, to its shareholders and to service any debt it may incur will depend upon dividends paid by its Chinese subsidiaries. For details about the applicable Chinese regulations and rules relating to such cash transfers through the group and the associated risks, see “Risk Factors — Risks Related to Doing Business in China — We may use dividends and other distributions on equity paid by our principal operating subsidiaries to fund offshore cash and financing requirements. Any limitation on the ability of the PRC operating subsidiaries to make payments to company Intelligent Technology Holding Limited could have an adverse effect on the ability to conduct business” and “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 restrict or prevent company Intelligent Technology Holding Limited from using the proceeds of this offering to make loans or additional capital contributions to its PRC subsidiaries.” Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Investing in the American Depositary Shares (ADSs) involves risks. See “Risk Factors” beginning on page 22 of this prospectus for factors investors should consider before buying the ADSs. (1) For a description of the compensation payable to the underwriters of company Intelligent Technology Holding Limited, see “Underwriting.” company Intelligent Technology Holding Limited has granted the underwriters the right to purchase up to additional American Depositary Shares (ADSs) to cover over-allotments at the initial public offering price, less the underwriting discounts and commissions. The underwriters expect to deliver the American Depositary Shares (ADSs) against payment in U.S. dollars in New York, New York on , 20 See “Risk Factors — Risks Related to Doing Business in China — The continued U.S. regulatory and legislative focus, including the enactment of the HFCAA, may adversely affect the market price of the ADSs and may eventually require the company to delist its securities from the U.S. markets” for details. Cash is transferred among the company, its British Virgin Islands subsidiary, the company's Technology Innovation Limited, or the company's Innovation, its Hong Kong subsidiary, the company's Technology, and its Chinese subsidiaries, in the following manner: (i) funds and offering proceeds from the company are transferred to the company's Technology through the company's Innovation, and subsequently to the Chinese subsidiaries through Zhejiang company, the wholly-owned subsidiary of the company's Technology, in the form of capital contributions or shareholder loans, as the case may be; (ii) dividends or other distributions may be paid by the Chinese subsidiaries through Zhejiang company, which will transfer the dividends or other distributions to the company's Technology; and (iii) payments may be made by the Chinese subsidiaries to China-Euro Vehicle Technology Aktiebolag, or CEVT, for research and development services provided. The company's Technology will then transfer the dividends or other distributions to the company's Innovation, which will then transfer the dividends or other distributions to the company. Finally, the dividends or other distributions can be distributed by the company to its shareholders, whether they are in the United States or elsewhere. Subject to the satisfaction of relevant statutory conditions and procedures under applicable PRC laws and regulations, cash can be transferred between Zhejiang company and its Chinese subsidiaries and CEVT. In 2020, 2021, 2022, and the nine months ended September 30, 2023, company Intelligent Technology Holding Limited transferred nil, US$274.1 million (RMB2,000.0 million), US$348.1 million (RMB2,540.0 million), and US$717.9 million (RMB5,237.9 million), respectively, to its Chinese subsidiaries as investments through company Innovation and company Technology. During the same periods, company Intelligent Technology Holding Limited transferred nil, nil, US$90.0 million (RMB656.6 million), and nil, respectively, to CEVT as borrowings and received repayment of nil, nil, nil, and US$90.0 million (RMB656.6 million), respectively, from CEVT, and the Chinese subsidiaries transferred nil, nil, SEK1,032.6 million, and SEK1,531.2 million, respectively, to CEVT for research and development services provided, and Zhejiang company transferred nil, nil, US$109.6 million (RMB800.0 million), and US$27.4 million (RMB200.0 million), respectively, to CEVT as borrowings, and received repayment of nil, nil, nil, and US$1.4 million (RMB10 million), respectively, from CEVT. Save for the dividends made by company Automobile (Shanghai) Co., Ltd. to Geely Group before company Intelligent Technology Holding Limited acquired it, none of the Chinese subsidiaries have issued any dividends or distributions to their respective holding companies or any investors as of the date of this prospectus. As a result, company Intelligent Technology Holding Limited does not expect to pay any cash dividends in the near future. The subsidiaries in China generate and retain cash generated from operating activities and re-invest it in the business. The company did not record any compensation expenses for the years ended December 31, 2021, and 2022 relating to these Restricted Stock Units (RSUs). Given the vesting of these options is contingent on a Qualified IPO, the share-based compensation expense related to the vested portion of these options would be recognized when a Qualified IPO is probable. As of December 31, 2022, there were RMB993,085 of unrecognized compensation expenses related to unvested awards. A summary of activities of Restricted Stock Units (RSUs) for the years ended December 31, 2021, and 2022 is presented as follows: Based on the current and expected composition of the company's income and assets and the estimated value of the company's assets, including goodwill and other intangibles (which are based, in part, on the expected price of the ADSs in this offering), the company does not expect to be a PFIC for the current taxable year or the foreseeable future. However, the company's PFIC status for any taxable year is an annual determination that can be made only after the end of that year and will depend on the composition of the company's income and assets and the value of the company's assets from time to time. The composition of the company's assets and income may be affected by how, and how quickly, the company uses its cash (including the cash raised in this offering). In addition, the value of the company's goodwill and other intangibles may be determined, in part, by reference to the market price of the ADSs from time to time, which could be volatile. Because the company will hold a substantial amount of cash following this offering, the company may be or become a PFIC for any taxable year if the value of the company's goodwill and other intangibles is determined by reference to the market price of the ADSs and the market price of the ADSs declines after this offering. Accordingly, there can be no assurance that the company will not be a PFIC for its current or any future taxable year. Based on the current and expected composition of the company's income and assets and the estimated value of the company's assets, including goodwill (which is based, in part, on the expected price of the ADSs in this offering), the company does not expect to be a PFIC for the current taxable year. However, the company's PFIC status for any taxable year is an annual determination that can be made only after the end of that year and will depend on the composition of the company's income and assets and the value of the company's assets from time to time. The composition of the company's assets and income may be affected by how, and how quickly, the company uses its cash (including the cash raised in this offering). In addition, the value of the company's goodwill may be determined, in part, by reference to the market price of the ADSs from time to time, which could be volatile. Accordingly, there can be no assurance that the company will not be a PFIC for the current or any future taxable year. However, the company's PFIC status for any taxable year is an annual determination that can be made only after the end of that year and will depend on the composition of the company's income and assets and the value of the company's assets from time to time. The composition of the company's assets and income may be affected by how, and how quickly, the company uses its cash (including the cash raised in this offering). In addition, the value of the company's goodwill and other intangibles may be determined, in part, by reference to the market price of the ADSs from time to time, which could be volatile. Because the company will hold a substantial amount of cash following this offering, the company may be or become a PFIC for any taxable year if the value of the company's goodwill and other intangibles is determined by reference to the market price of the ADSs and the market price of the ADSs declines after this offering. Accordingly, there can be no assurance that the company will not be a PFIC for the current or any future taxable year. If the company is a PFIC for any taxable year during which a U.S. investor holds ADSs or ordinary shares, certain adverse U.S. federal income tax consequences could apply to such U.S. investor. See “Taxation — Material U.S. Federal Income Tax Considerations — Passive Foreign Investment Company Rules.” Based on the current and expected composition of the company's income and assets and the estimated value of the company's assets, including goodwill and other intangibles (which are based, in part, on the expected price of the ADSs in this offering), the company does not expect to be a PFIC for the current taxable year. However, the company's PFIC status for any taxable year is an annual determination that can be made only after the end of that year and will depend on the composition of the company's income and assets and the value of the company's assets from time to time. The composition of the company's assets and income may be affected by how, and how quickly, the company uses its cash (including the cash raised in this offering). In addition, the value of the company's goodwill and other intangibles may be determined, in part, by reference to the market price of the ADSs from time to time, which could be volatile. Accordingly, there can be no assurance that the company will not be a PFIC for the current or any future taxable year. For Restricted Stock Units (RSUs) granted to employees and management of Geely Auto, Geely Holding, and related companies, the company measures these RSUs at their grant date fair value and records the corresponding amount in additional paid-in capital. The company did not record any compensation expenses for the years ended December 31, 2021, and 2022 relating to these Restricted Stock Units (RSUs). Given the vesting of these options is contingent on a Qualified IPO, the share-based compensation expense related to the vested portion of these options would be recognized when a Qualified IPO is probable. As of December 31, 2022, there were RMB993,085 of unrecognized compensation expenses related to unvested awards. A summary of activities of Restricted Stock Units (RSUs) for the years ended December 31, 2021, and 2022 is presented as follows: Based on the current and expected composition of the company's income and assets and the estimated value of the company's assets, including goodwill (which is based, in part, on the expected price of the American Depositary Shares (ADSs) in this offering), the company does not expect to be a Passive Foreign Investment Company (PFIC) for the current taxable year. However, the company's PFIC status for any taxable year is an annual determination that can be made only after the end of that year and will depend on the composition of the company's income and assets and the value of the company's assets from time to time. The composition of the company's assets and income may be affected by how, and how quickly, the company uses its cash (including the cash raised in this offering). In addition, the value of the company's goodwill may be determined, in part, by reference to the market price of the ADSs from time to time, which could be volatile. Accordingly, there can be no assurance that the company will not be a PFIC for the current or any future taxable year. The company made several grants of Restricted Share Units (RSUs) on June 30, 2023, as follows: The company did not record any compensation expenses relating to these Restricted Share Units for the nine months ended September 30, 2022 and 2023 given the vesting of these options is contingent on a Qualified IPO. As of September 30, 2023, there were RMB1,335,388 of unrecognized compensation expenses related to these awards. 2021 Incentive Plan (Continued) For RSUs granted to employees and management of Geely Auto, Geely Holding, and related companies, the Group measures these RSUs at their grant date fair value and records the corresponding amount in additional paid-in capital. The Group did not record any compensation expenses for the years ended December 31, 2021, 2022, and 2023 relating to these RSUs. Given the vesting of these options is contingent on a Qualified IPO, the share-based compensation expense related to the vested portion of these options would be recognized when a Qualified IPO is probable. As of December 31, 2023, unrecognized compensation expenses amounted to RMB1,364,569 and were related to unvested awards. A summary of activities of RSUs for the years ended December 31, 2021, 2022, and 2023 is presented as follows: Item 1. Security and Issuer. This Statement on Schedule 13D (this “Statement”) relates to the ordinary shares, par value $\$ 00002$ per share (the “Ordinary Shares”), of company Intelligent Technology Holding Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Issuer”), whose principal executive offices are located at Room 2301, Building 1, Dadao Wangchao Shangwu Center, Yingfeng Street, Xiaoshan District, Hangzhou, Zhejiang Province, China. The Issuer’s American depositary shares (the “ADSs”), each representing ten Ordinary Shares, are listed on the New York Stock Exchange under the symbol “ZK.” Unless the context requires otherwise, references to “Ordinary Shares” or “Shares” in this Statement include Ordinary Shares underlying the issued and outstanding ADSs of company Intelligent Technology Holding Limited. The company Sale and Purchase Agreement contains customary representations and warranties from each of GIHK (as the seller) and Luckview (as the buyer) and is subject to customary closing conditions for a transaction of this nature. The description of the company Sale and Purchase Agreement contained herein is qualified in its entirety by reference to Exhibit 99.2, which is incorporated herein by reference. Luckview became a registered shareholder of company Intelligent Technology Holding Limited prior to company Intelligent Technology Holding Limited’s initial public offering of American depositary shares in the United States (the “company IPO”) in May 2024. Immediately prior to the company IPO, Luckview was the registered owner of 1,240,000,000 Ordinary Shares.