中金科五金美股招股说明书(2024-09-30版)

ZJK Industrial Co., Ltd. 1,250,000 Ordinary Shares This is the initial public offering (the “offering”) on a firm commitment basis of 1,250,000 ordinary shares,par value $0.000016666667 per share (each, an “Ordinary Share”, collectively, “Ordinary Shares”) of ZJKIndustrial Co., Ltd. (the “Company” or “Zhongjinke”), a Cayman Islands exempted company incorporatedwith limited liability whose principal place of business is in the People’s Republic of China (the “PRC”). The initial public offering price is $5.00 per Ordinary Share. Following the completion of a reorganizationon March 28, 2023 and two share splits on June 19, 2023 and on June 6, 2024, respectively, as of the datehereof, our authorized share capital is $50,000, divided into 3,000,000,000 Ordinary Shares, par value$0.000016666667 per ordinary share, of which 60,000,000 Ordinary Shares were issued and outstandingprior to the completion of this offering. The shares and per share information in this prospectus arepresentedon a retroactive basis for the financial periods presented to reflect the aforementionedreorganization and share splits. Upon the completion of this offering, we will have 61,250,000 Ordinary Shares issued and outstanding,(or 61,437,500 Ordinary Shares if the underwriters exercise their option to purchase additional OrdinaryShares in full). Each Ordinary Share is entitled to one vote. Our Chief Executive Officer and Chairman, Mr.Ning Ding, will beneficially own 38,664,000 Ordinary Shares, representing 63.12% of the total votingpower of our issued and outstanding share capital immediately following the completing of this offering,assuming the underwriter does not exercise the option to purchase additional Ordinary Shares. As such, Mr.Ding will control matters subject to a vote by our shareholders, and we will be a “controlled company” asdefined under the Nasdaq Stock Market Rules. As a “controlled company,” we are permitted to elect not tocomply with certain corporate governance requirements. Although we currently do not intend to rely on the“controlled company” exemption, we could elect to rely on this exemption in the future. If we rely on theseexemptions in the future, you will not have the same protection afforded to shareholders of companies thatare subject to these corporate governance requirements. See “Prospectus Summary — Implications ofBeing a Controlled Company” on page 25 for additional information. We are an “emerging growth company” under applicable U.S. federal securities laws and are eligible forreduced public company reporting requirements. See “Prospectus Summary — Implications of Being anEmerging Growth Company” on page 24 for additional information. Prior to this offering, there has been no public market for our Ordinary Shares. We have received theapproval letter from The Nasdaq Stock Market LLC (“Nasdaq”) to have our Ordinary Shares listed on theNasdaq Capital Market under the symbol “ZJK.” ZJK Industrial Co., Ltd., which we refer to as “Zhongjinke,” “the Company,” or “Cayman Islands holdingcompany,” is a holding company with no material operations of its own, and conducts substantially all ofits operations through Shenzhen Zhongjinke Hardware Products Co., Ltd, which we refer to as “ZhongjinkeShenzhen”, Zhongke Precision Components (Guangdong) Co., Ltd, which we refer to as “ZhongkeComponents”, and ZJK Vietnam Precision Components Company Limited, which we refer to as “PrecisionVietnam”. Zhongjinke Shenzhen holds 100% of the shares of ZJK Precision Parts HK Limited, which werefer to as “Precision HK”, 100% of the shares of Zhongke Components, 51% of the shares of NanjingZhongjinke Hardware Products Co., Ltd., which we refer to as “Zhongjinke Nanjing,” and 49% of PSM-ZJK Fasteners (Shenzhen) Co., Ltd, which we refer to as “PSM-ZJK”. We will refer to ZhongjinkeShenzhen, Zhongke Components and Zhongjinke Nanjing collectively as “PRC Operating Subsidiaries,”and PRC Operating Subsidiaries and PSM-ZJK collectively as “PRC Operating Entities.” Precision HKholds 100% of the shares of Precision Vietnam. We will refer to PRC Operating Subsidiaries and PrecisionVietnamcollectively as“Operating Subsidiaries”;PRC Operating Entities and Precision Vietnamcollectively as “Operating Entities”. The Ordinary Shares offered in this offering are shares of Zhongjinke,our Cayman Islands holding company, instead of shares of our Operating Entities. Investors in ourOrdinary Shares should be aware that they may never directly hold equity interests in our OperatingSubsidiaries or Operating Entities. We indirectly hold equity interests in our PRC Entities, Zhongjinke Shenzhen, Zhongke Components,Zhongjinke Nanjing and PSM-ZJK, through our BVI subsidiary, ZJK Enterprises Group (BVI) CompanyLimited, which we refer to as “Zhongjinke BVI” or “BVI subsidiary.” Zhongjinke BVI holds 100% of theshares of our Hong Kong subsidiary, ZJK Industrial Group HongKong Limited, which we refer to as“Zhongjinke HK” or “Hong Kong subsidiary.” Zhongjink