F-1/A: ZJK Industrial Co. Files Amendment No. 4 to Form F-1 Registration Statement
Registration Statement Amendment
ZJK Industrial Co., Ltd. has filed Amendment No. 4 to its Form F-1 registration statement with the SEC, primarily focusing on exhibits and updated information.
Summary
- ZJK Industrial Co., Ltd. filed Amendment No. 4 to its Form F-1 registration statement on September 25, 2024.
- This amendment includes the facing page, explanatory note, Part II of the Registration Statement, signature pages, and exhibits.
- The prospectus and the balance of the Registration Statement remain unchanged.
- The company is registering ordinary shares and intends to commence the proposed sale to the public as soon as practicable after the effective date of the registration statement.
- The document details indemnification of directors and officers, recent sales of unregistered securities, and a list of exhibits.
- Share capital has been subdivided on June 6, 2024 on a 1:3 basis such that the authorized share capital of the Company was amended from US$50,000 divided into 1,000,000,000 Ordinary Shares of a par value of US$0.00005 each, to US$50,000 divided into 3,000,000,000 Ordinary Shares of a par value of US$0. each.
- Following the subdivision, DNR Technology Co., Ltd., Jinshan International Investment Co., Ltd., KKD Holding Limited, Newmicro Holding Limited, Vimisci Holding Limited and Yingying Deng held 38,664,000, 3,000,000, 2,112,000, 3,000,000, 11,724,000 and 1,500,000 Ordinary Shares, respectively.
Sentiment
Score: 6
Explanation: The document is a standard regulatory filing, so the sentiment is neutral. The company is progressing with its IPO plans, which is generally positive, but there are also potential risks related to indemnification and past securities issuances.
Positives
- The company is moving forward with its IPO plans by filing Amendment No. 4 to its registration statement.
- Consents from legal and accounting firms are included, indicating due diligence.
- The company has obtained consents from independent director nominees.
Negatives
- The SEC has advised that indemnification for liabilities arising under the Securities Act may be against public policy and unenforceable.
- The company has issued unregistered securities in the past, which could raise regulatory scrutiny.
Risks
- The SEC may view indemnification of directors and officers for Securities Act liabilities as against public policy.
- The company's reliance on Section 4(a)(2) for past unregistered securities issuances could be challenged.
- The company's future performance and market conditions could impact the success of the IPO.
Future Outlook
The company intends to commence the proposed sale to the public as soon as practicable after the effective date of the registration statement.
Industry Context
This filing is a step towards ZJK Industrial Co., Ltd. potentially entering the public market, which could provide them with capital for expansion and increased visibility within the industrial sector.
Stakeholder Impact
- Shareholders: Potential for capital appreciation if the IPO is successful.
- Employees: Potential for increased job security and opportunities if the company grows.
- Customers and Suppliers: Potential for a more stable and reliable business partner.
Next Steps
- The company needs the registration statement to become effective.
- The company will then proceed with the IPO.
Key Dates
| Date | Description |
|---|---|
| May 27, 2021 | English Translation of Purchase Agreement between Shenzhen Zhongjinke Hardware Products Co., Ltd and Dongguan TSLG Metal Products Co. LTD |
| April 30, 2021 | English Translation of Form of Debt Contract by and between Zhongke Precision Components (Guangdong) Co., Ltd. and Guangdong Fogang Rural Commercial Bank Co., Ltd. |
| May 11, 2022 | Issuance of Ordinary Shares to various entities. |
| October 26, 2022 | English Translation of Purchase Agreement between Shenzhen Zhongjinke Hardware Products Co., Ltd and Dongguan Zhanchuang Hardware Technology Co., LTD |
| January 1, 2023 | English Translation of Real Estate Lease Agreement between Nanjing Jiade Corporate Services Ltd., as landlord, and Nanjing Zhongjinke Hardware Products Co., Ltd, as tenant |
| February 1, 2023 | Issuance of ordinary shares to DNR Technology Co., Ltd. and Vimisci Holding Limited. |
| June 19, 2023 | Subdivision of the authorized and issued share capital of the Company on a 1:2 basis. |
| January 1, 2024 | English Translation of Sales Agreement between BULTEN Fasteners (Wuxi) Co., Ltd. (formerly known as PSM Fasteners (Wuxi) Co., Ltd.) and Shenzhen Zhongjinke Hardware Products Co., Ltd |
| January 1, 2024 | English Translation of Sales Agreement between PSM-ZJK Fasteners (Shenzhen) Co., Ltd. and Shenzhen Zhongjinke Hardware Products Co., Ltd |
| March 7, 2024 | Employment Agreements between Ning Ding and Kai Huang and ZJK Industrial Group HongKong Limited |
| April 15, 2024 | English Translation of Real Estate Lease Agreement between Xiaohua Huang, as landlord, and Shenzhen Zhongjinke Hardware Products Co., Ltd, as tenant |
| May 9, 2024 | English Translation of Real Estate Lease Agreement between Shenzhen Zhongjinke Hardware Products Co., Ltd, as landlord, and Zhongke Chuangwei (Shenzhen) International Holdings Ltd, as tenant |
| May 21, 2024 | Employment agreement between Ning Ding and Kai Huang and ZJK Industrial Co., Ltd. |
| June 6, 2024 | Subdivision of the authorized and issued share capital of the Company on a 1:3 basis. |
| June 20, 2024 | Date of TPS Thayer LLC's report on the consolidated financial statements of ZJK Industrial Co., Ltd. and PSM-ZJK Fasteners (Shenzhen) Co., Ltd. |
| September 25, 2024 | Filing date of Amendment No. 4 to Form F-1 registration statement. |
Keywords
registration statement, F-1, ZJK Industrial, IPO, securities, ordinary shares, indemnification, unregistered securities, share subdivision
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