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1、F-1 1 e5694_f-1.htm FORM F-1 As filed with the U.S.Securities and Exchange Commission on June 20,2024.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 FORM F-1 REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 ZJK Industrial Co.,Ltd.(Exact name of Registran

2、t as specified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands 3452 Not Applicable(State or other jurisdiction of(Primary Standard Industrial(I.R.S.Employerincorporation or organization)Classification Code Number)Identification Number)No.8,Jingqiang Road,138

3、 Industrial Zone,Xiuxin Community,Kengzi Town,Pingshan New Area,ShenzhenPeoples Republic of China,518122Tel:+86-0755-28341175(Address,including zip code,and telephone number,including area code,of Registrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 1

4、0168Tel:(212)947-7200(Name,address,including zip code,and telephone number,including area code,of agent for service)Mitchell L.Lampert,Esq.Anna J.Wang,Esq.Robinson&Cole LLPChrysler East Building666 Third Avenue,20th FloorNew York,NY 10017Tel:(212)451-2942 Fang Liu,Esq.VCL Law LLP1945 Old Gallows Roa

5、dSuite 260Vienna,VA 22182 Tel:(703)919-7285 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 pursuan

6、t 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 numberof the earlier effective reg

7、istration statement for the same offering.1 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 earliereffective registration statement for the same offering.If this

8、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 earliereffective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging

9、 growth company as defined in Rule 405 of the Securities Act of 1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transition period forcomplying wi

10、th any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act._ The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5,201

11、2.The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment whichspecifically states that this Registration Statement shall thereafter become effective in accordance with Section

12、8(a)of the Securities Act of 1933,as amended,or until the RegistrationStatement shall become effective on such date as the Securities and Exchange Commission,acting pursuant to such Section 8(a),may determine.2 The information in this preliminary prospectus is not complete and may be changed.We may

13、not sell these securities until the registration statement filed with the Securities andExchange Commission is effective.This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where theoffer or sale is not per

14、mitted.Preliminary Prospectus SUBJECT TO COMPLETION,DATED,2024 ZJK Industrial Co.,Ltd.$5,000,000 Ordinary Shares This is the initial public offering(the“offering”)on a firm commitment basis of$5,000,000 of ordinary shares,par value$0.000016666667 per share(each,an“Ordinary Share”,collectively,“Ordin

15、ary Shares”)of ZJK Industrial Co.,Ltd.(the“Company”or“Zhongjinke”),a Cayman Islands exempted company incorporated with limited liability whose principal place of business is in thePeoples Republic of China(the“PRC”).We expect that the initial public offering price will be between$4.00 and$6.00 per O

16、rdinary Share.Following the completion of a reorganization on March 28,2023 and two share splits on June 19,2023 and on June 6,2024,respectively,as of the date hereof,our authorized share capital is$50,000,divided into 3,000,000,000 Ordinary Shares,par value$0.000016666667 per ordinary share,ofwhich

17、 60,000,000 Ordinary Shares are currently issued and outstanding.The shares and per share information in this prospectus are presented on a retroactive basis for the financial periods presentedto reflect the aforementioned reorganization and share splits.Upon the completion of this offering,we will

18、have 61,000,000 Ordinary Shares issued and outstanding,based on an assumed initial public offering price of$5.00 per share,the midpoint of theestimated public offering price range(or 61,150,000 Ordinary Shares if the underwriters exercise their option to purchase additional Ordinary Shares in full).

19、Each Ordinary Share is entitled to onevote.Our Chief Executive Officer and Chairman,Mr.Ning Ding,will beneficially own 38,664,000 Ordinary Shares,representing 63.38%of the total voting power of our issued and outstandingshare capital immediately following the completing of this offering,assuming the

20、 underwriter does not exercise the option to purchase additional Ordinary Shares and the initial public offering priceis$5.00 per share,the midpoint of the estimated public offering price range.As such,Mr.Ding will control matters subject to a vote by our shareholders,and we will be a“controlled com

21、pany”asdefined under the Nasdaq Stock Market Rules.As a“controlled company,”we are permitted to elect not to comply with certain corporate governance requirements.Although we currently do notintend to rely on the“controlled company”exemption,we could elect to rely on this exemption in the future.If

22、we rely on these exemptions in the future,you will not have the same protectionafforded to shareholders of companies that are subject to these corporate governance requirements.See“Prospectus Summary Implications of Being a Controlled Company”on page 25 foradditional information.We are an“emerging g

23、rowth company”under applicable U.S.federal securities laws and are eligible for reduced public company reporting requirements.See“Prospectus Summary Implicationsof Being an Emerging Growth Company”on page 24 for additional information.No public market currently exists for our Ordinary Shares.We inte

24、nd to list the Ordinary Shares on the Nasdaq Capital Market under the symbol“ZJK”.This offering is contingent upon the finalapproval from Nasdaq for our listing on Nasdaq Capital Market.We will not proceed to consummate this offering if Nasdaq denies our listing.There is no guarantee or assurance th

25、at our OrdinaryShares will be approved for listing on Nasdaq Capital Market.Further,there is no assurance that the offering will be closed and our Ordinary Shares will be trading on Nasdaq Capital Market.Wewill not proceed to consummate this offering if Nasdaq denies our listing.ZJK Industrial Co.,L

26、td.,which we refer to as“Zhongjinke,”“the Company,”or“Cayman Islands holding company,”is a holding company with no material operations of its own,and conductssubstantially all of its operations through Shenzhen Zhongjinke Hardware Products Co.,Ltd,which we refer to as“Zhongjinke Shenzhen”,Zhongke Pr

27、ecision Components(Guangdong)Co.,Ltd,which we refer to as“Zhongke Components”,and ZJK Vietnam Precision Components Company Limited,which we refer to as“Precision Vietnam”.Zhongjinke Shenzhen holds 100%of the sharesof ZJK Precision Parts HK Limited,which we refer to as“Precision HK”,100%of the shares

28、 of Zhongke Components,51%of the shares of Nanjing Zhongjinke Hardware Products Co.,Ltd.,whichwe 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 Zhongjinke Shenzhen,Zhongke Components andZhongjinke Nanjing collectively as“PR

29、C Operating Subsidiaries,”and PRC Operating Subsidiaries and PSM-ZJK collectively as“PRC Operating Entities.”Precision HK holds 100%of the sharesof Precision Vietnam.We will refer to PRC Operating Subsidiaries and Precision Vietnam collectively as“Operating Subsidiaries”;PRC Operating Entities and P

30、recision Vietnam collectively 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

31、 in our Operating Subsidiaries or Operating Entities.3 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)Company Limited,which we refer to as“Zhongjinke BVI”or“BVI subsidi

32、ary.”Zhongjinke BVI holds 100%of the shares of our Hong Kong subsidiary,ZJK Industrial Group HongKong Limited,which we refer to as“Zhongjinke HK”or“Hong Kong subsidiary.”Zhongjinke HK holds 100%of Zhongke Chuangwei(Shenzhen)International Holdings Limited and Galaxy ExplorationInvestment Holding Limi

33、ted,which we refer to as“Zhongjinke WFOE”and“Galaxy Exploration,”respectively.Zhongjinke WFOE and Galaxy Exploration holds 99.225%and 0.775%of the sharesof Zhongjinke Shenzhen,respectively.We refer to Zhongjinke WFOE and the PRC Operating Subsidiaries collectively as“PRC Subsidiaries,”and Zhongjinke

34、 WFOE and the PRC Operating Entitiescollectively as“PRC Entities.”Our PRC Entities were organized in the PRC and governed by the PRC laws.We do not have a variable interest entity(“VIE”)structure.Recent statements by the PRC government have indicated an intent to exert more oversight and control ove

35、r offerings that are conducted overseas and/or foreign investments in China-based issuers.The PRC government recently initiated a series of regulatory actions and made a number of public statements on the regulation of business operations in China,including cracking down on illegalactivities in the

36、securities market,enhancing supervision over China-based companies listed overseas using a variable interest entity structure,adopting new measures to extend the scope ofcybersecurity reviews,and expanding efforts in anti-monopoly enforcement.On February 17,2023,the CSRC issued the Trial Administrat

37、ive Measures of Overseas Securities Offering and Listingby Domestic Companies(the“Trial Administrative Measures”)and supporting guidance(collectively,the“Filing Rules on Overseas Listings”),which came into effect on March 31,2023.The FilingRules on Overseas Listings,among other things,stipulate that

38、,after making relevant applications with overseas stock markets for initial public offerings or listings,all China-based companies shallfile with the CSRC within three working days.Where a China-based company submits its application for initial public offering and listing overseas by secret or non-p

39、ublic means,it may submitexplanations at the time of filing with the CSRC,apply to postpone the disclosure of the information,and shall report to the CSRC within three working days after the applications for offering andlisting are made public overseas.After completing overseas offerings and listing

40、s,China-based companies shall report to the CSRC in accordance with the guidance.China-based companies applyingfor overseas offerings and listings after March 31,2023 shall file with the CSRC within three working days after submitting the application for listing overseas.Furthermore,on February 24,2

41、023,the CSRC,together with the Ministry of Finance,the National Administration of State Secrets Protection Bureau and the National Archives Administration issued the“Provisions on StrengtheningConfidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Compani

42、es”(the“Archives Rules”),which also came into effect on March 31,2023.As isconsistent with the Filing Rules on Overseas Listings,the Archives Rules expand their application to cover indirect overseas offering and listing,stipulating that a domestic company which plans topublicly disclose any documen

43、ts and materials containing state secrets or working secrets of government agencies,shall first obtain approval from competent authorities according to law,and filewith the secrecy administrative department at the same level.According to the Filing Rules on Overseas Listings,we are required to file

44、with the CSRC and obtain its approval to be listed on NasdaqCapital Market.On October 7,2023,we submitted a filing with the CSRC in connection with this offering and the CSRC published the notification on our completion of the required filingprocedures on January 22,2024.In addition,we are required

45、to report the offering and listing status to the CSRC within 15 business days from our completion of this offering.If we fail to completethis offering within 12 months from the issuance date of the notification,and the offering is still under progress,we are required to update the filing materials a

46、nd documents with the CSRC,whichmay take us additional time to comply with the filing requirements.We may also be required to file with the CSRC in connection with any of our future offering and listing in an overseas market,including follow-on offerings,issuance of convertible bonds,offshore relist

47、ing after going-private transactions,another equivalent offering activities.Since the Filing Rules on Overseas Listings andthe Archives Rules were newly promulgated,and the interpretation and implementation are not very clear,we cannot assure you that we will be able to receive clearance of such fil

48、ing requirements ina timely manner,or at all,in the future.There is possibility that we may not be able to obtain or maintain the CSRC approval prior to the completion of this offering,and the offering will be delayeduntil we have obtained CSRC approval,which may take several months.If we complete t

49、he overseas offering and listing before CSRC approval is obtained,we may face regulatory actions or othersanctions from the CSRC or other Chinese regulatory authorities.These authorities may impose fines and penalties upon our operations in China,delay or restrict the repatriation of the proceeds fr

50、omthis offering into China,or take other actions that could have a material adverse effect upon our business,financial condition,results of operations,reputation and prospects,as well as the tradingprice of our Ordinary Shares.The CSRC or other Chinese regulatory agencies may also require us,or make

51、 it advisable for us,to terminate this offering prior to closing.Any failure of us to fullycomply with new regulatory requirements may significantly limit or completely hinder our ability to offer or continue to offer the Ordinary Shares,cause significant disruption to our businessoperations,severel

52、y damage our reputation,materially and adversely affect our financial condition and results of operations,and cause the Ordinary Shares to significantly decline in value or becomeworthless.See“Risk Factor Risks Related to Doing Business in China With the promulgation of the new filing-based administ

53、rative rules for overseas offering and listing by domesticcompanies in China,or if the PRC government were to impose new requirements for approval from the PRC authorities to issue our Ordinary Shares to foreign investors or list on a foreign exchange,failure to comply with the relevant requirements

54、 could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities tosignificantly decline or be worthless.”on page 55 of this prospectus,“Risk Factors Risks Related to Doing Business in China Because substantially

55、 all of our operations are in mainland China,our business is subject to the complex and rapidly evolving laws and regulations there.The PRC government may exercise significant oversight and discretion over the conduct of our business andmay intervene in or influence our operations at any time,which

56、could result in a material change in our operations and/or the value of our Ordinary Shares,”on page 46 of this prospectus anddetailed discussion of legal uncertainties and jurisdictional limits in China under“Risk Factors Risks Related to Doing Business in China PRC laws and regulations governing o

57、ur currentbusiness operations may be revised from time to time with respect to the PRC legal system,such revision or changes in laws and regulations in China could have a material adverse effect on us,”onpage 48 of this prospectus.4 This is an offering of the Ordinary Shares of the offshore Cayman I

58、slands holding company,Zhongjinke,which indirectly holds equity interest in our Operating Entities.Investors in the OrdinaryShares are not purchasing,and may never directly hold,equity securities of our Operating Entities that have substantive business operations.Investing in our Ordinary Shares is

59、highly speculative,involves a high degree of risk and should be considered only by persons who can afford the loss of their entire investment.Neither Zhongjinke nor any of its subsidiaries has cash management policies which dictate the purpose,amount and procedure of cash transfers between the entit

60、ies.Each entity needs to comply withapplicable laws or regulations with respect to transfer of funds,dividends and distributions with other entities.As a holding company,we may rely on transfer of funds,dividends and otherdistributions on equity paid by our subsidiaries for our cash and financing re

61、quirements.As of the date of this prospectus,there have been no cash flow transactions between the Company and its subsidiaries.In the future,cash proceeds from overseas financing activities,including thisoffering,will be transferred by Zhongjinke to its subsidiaries via capital contribution or shar

62、eholder loans,as the case may be.Cash proceeds raised from overseas financing activities,including the cash proceeds from this offering,will be transferred by us to Zhongjinke BVI,and then transferred to Zhongjinke HK,and thentransferred to Zhongjinke WFOE and/or Galaxy Exploration,and then transfer

63、red to Zhongjinke Shenzhen,which will then be transferred to Zhongke Components,Zhongjinke Nanjing,and PSM-ZJK,as capital contribution and/or shareholder loans as the case may be.Any transfer of funds by us to our PRC Entities,either as a shareholder loan or as an increase in registered capital,are

64、subjectto approval by or registration or filing with relevant governmental authorities in China.Any foreign loans procured by our PRC Entities is required to be registered with the State Administration ofForeign Exchange in China(the“SAFE”)in its local branches and satisfy relevant requirements,and

65、our PRC Entities may not procure loans which exceed the difference between its respective totalproject investment amount and registered capital or two times(which may be varied year by year due to the change of PRCs national macro-control policy)of the net worth of our PRC Entities.According to the

66、relevant PRC regulations on foreign-invested enterprises in China,capital contributions to our PRC Entities are subject to the registration with State Administration for MarketRegulation(“SAMR”)in its local branches,report submission to the Ministry of Commerce of China(the“MOFCOM”)in its local bran

67、ches and registration with a local bank authorized by SAFE.Please see“Risk Factors Risks Related to Doing Business in China We must remit the offering proceeds to our PRC Operating Entities before they may be used to benefit our business in China,the process of which may be time-consuming,and we can

68、not assure that we can finish all necessary governmental registration processes in a timely manner,”on page 52 of this prospectus.We intendto keep any future earnings to re-invest in and finance the expansion of our business,and we do not anticipate that any cash dividends will be paid in the forese

69、eable future.As of the date of this prospectus,PSM-ZJK has made dividends or distributions of US$884,867 to Zhongjinke Shenzhen in 2022 and US$1,863,561 in 2023.No dividends were declared or paid bythe Company for the years ended December 31,2023 and 2022.We intend to keep any future earnings to re-

70、invest in and finance the expansion of the business of our PRC Subsidiaries,and we donot anticipate that any cash dividends will be paid in the foreseeable future to the U.S.investors immediately following the consummation of this offering.Under Cayman Islands law,a CaymanIslands company may pay a d

71、ividend on its shares out of profits of the company or its share premium account or a combination of both,provided that in no circumstances may a dividend be paid if,following the date on which the dividend is proposed to be paid,the company would be unable to pay its debts as they fall due in the o

72、rdinary course of business.In order for us to pay dividends to our shareholders,as a holding company,unless we receive proceeds from future offerings,we will be dependent on receipt of funds from our BVI subsidiary,whichwill be dependent on receipt of dividends from our Hong Kong subsidiary,which wi

73、ll be dependent on receipt of payments from Zhongjinke WFOE and Galaxy Exploration,which will be dependenton receipt of payments from the PRC Operating Entities.PRC regulations currently permit the payment of dividends only out of accumulated profits,as determined in accordance with accountingstanda

74、rds and PRC regulations.To the extent any funds or assets in the business is in mainland China or Hong Kong or a mainland China or Hong Kong entity,the funds or assets may not beavailable to fund operations or for other use outside of mainland China or Hong Kong,except as otherwise approved by compe

75、tent PRC government authorities to be used to make overseasinvestment or lend to overseas affiliates,due to the compliance requirement by PRC governments which may limit our ability to transfer funds abroad,pay dividends or make distribution.The PRCgovernment imposes control on the conversion of RMB

76、 into foreign currencies and the remittance of currencies out of mainland China.Furthermore,if our PRC Entities incur debt on its own in thefuture,the instruments governing the debt may restrict its ability to pay dividends or make other payments and our cash and financing requirement may not be ful

77、ly satisfied.5 In addition,the PRC Enterprise Income Tax Law and its implementation rules provide that a withholding tax at a rate of 10%will be applicable to dividends payable by companies in mainland Chinato enterprises outside of mainland China unless reduced under treaties or arrangements betwee

78、n the PRC central government and the governments of other countries or regions where the enterprisesoutside of mainland China are tax resident.Based on our understanding of the Hong Kong laws and regulations,as of the date of this prospectus,there is no restriction imposed by the Hong Konggovernment

79、 on the transfer of capital within,into and out of Hong Kong(including funds from Hong Kong to mainland China),except transfer of funds involving money laundering and criminalactivities.Based on our understanding of the BVI laws and regulations,as of the date of this prospectus,there is no restricti

80、on on the transfer of capital within,into and out of BVI.See“Prospectus Summary Dividend Distributions or Assets Transfer among the Holding Company and Its Subsidiaries”starting on page 21 of this prospectus,and“Risk Factors Risks Related toOur Corporate Structure The transfer of funds,dividends and

81、 other distributions between us and our entities is subject to restriction,”on page 51 and“Risk Factors Risks Related to DoingBusiness in China To the extent any funds or assets in the business is in mainland China or Hong Kong or a mainland China or Hong Kong entity,the funds or assets may not be a

82、vailable to fundoperations or for other use outside of mainland China or Hong Kong.”on page 52 of this prospectus.For a summary of the condensed consolidated schedule and the consolidated financialstatements,see pages 31 and 32 of this prospectus for“SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA

83、-Summary Consolidated Statements of Operations andComprehensive Income”;”Risk Factors Risks Related to Doing Business in China Changes in Chinas economic,political or social conditions or government policies,which could occurquickly,could have a material adverse effect on our business and operations

84、,”on page 49 of this prospectus;and“We must remit the offering proceeds to our PRC Operating Entities before theymay be used to benefit our business in China,the process of which may be time-consuming,and we cannot assure that we can finish all necessary governmental registration processes in a time

85、lymanner,”on page 52 of this prospectus;“PRC regulation of loans and direct investment by offshore holding companies to PRC Entities may delay or prevent us from using the proceeds of thisoffering to make loans or additional capital contributions to our PRC Entities,which could materially and advers

86、ely affect our liquidity and our ability to fund and expand our business,”on page 53of this prospectus;“We may rely on dividends and other distributions on equity paid by our PRC Entities to fund any cash and financing requirements we may have,and any limitation on theability of our PRC Entities to

87、make payments to us could have a material and adverse effect on our ability to conduct our business,”on page 56 of this prospectus;and“Governmental control ofcurrency conversion may limit our ability to use our revenues effectively,the ability of our PRC Subsidiaries to obtain financing and affect t

88、he value of your investment,”on page 57 of thisprospectus.Our Ordinary Shares may be prohibited from trading on a national exchange or“over-the-counter”markets under the Holding Foreign Companies Accountable Act(the“HFCA Act”)and theAccelerating Holding Foreign Companies Accountable Act(the“AHFCAA”)

89、if the Public Company Accounting Oversight Board(the“PCAOB”)is unable to inspect our auditors fortwo consecutive years.Under the HFCA Act,which became law on December 18,2020,if the public companies that have retained a registered public accountingfirm to issue an audit report that(1)is located in a

90、 foreign jurisdiction,and(2)the PCAOB has determined that it is unable to inspect orinvestigate completely because of a position taken by an authority in the foreign jurisdiction for three consecutive years,will be prohibited fromtrading on a national securities exchange or in the over-the-counter m

91、arket by the SEC.Our auditor is currently subject to PCAOB inspections and the PCAOB is able toinspect our auditor.Furthermore,on June 22,2021,the U.S.Senate passed the AHFCAA,which amended the HFCA Act and requires the SEC to prohibit an issuers securities from trading on anyU.S.stock exchanges if

92、its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years.Pursuant to the HFCA Act,the PCAOB issued a DeterminationReport on December 16,2021(“Determination Report”)which found that the PCAOB is unable to inspect or investigate completely registered

93、 public accounting firms headquartered in:(1)mainlandChina of the PRC,and(2)Hong Kong.In addition,the PCAOBs report identified the specific registered public accounting firms which are subject to these determinations.On August 26,2022,aStatement of Protocol was signed by the PCAOB,the CSRC and the M

94、inistry of Finance of the PRC governing inspections and investigations of audit firms based in mainland China and Hong Kong(the“Statement of Protocol”).The Statement of Protocol is subject to further explanation and implementation.The PCAOB will be required to assess whether it is able to inspect an

95、d investigatecompletely registered public accounting firms headquartered in mainland China and Hong Kong by the end of 2022.On December 15,2022,the PCAOB board announced that it has completed theinspections,determined that it had complete access to inspect or investigate completely registered public

96、 accounting firms headquartered in mainland China and Hong Kong,and voted to vacate theDetermination Report.Our auditor,TPS Thayer,LLC,is headquartered in Sugar Land,Texas,and has been inspected by the PCAOB on a regular basis.Our auditor is not headquartered in mainlandChina or Hong Kong and was no

97、t identified in this report as a firm subject to the PCAOBs determination.Notwithstanding the foregoing,in the future,if there is any regulatory change or step takenby PRC regulators that does not permit TPS Thayer,LLC to provide audit documentations located in mainland China or Hong Kong to the PCA

98、OB for inspection or investigation,or the PCAOB re-evaluates its determination as a result of any obstruction with the implementation of the Statement of Protocol in the future,you may be deprived of the benefits of such inspection which could resultin limitation or restriction to our access to the

99、U.S.capital markets and trading of our securities,including trading on the national exchange and trading on“over-the-counter”markets,may beprohibited under the HFCA Act.See“Risk Factors Risks Related to Doing Business in China Recent joint statement by the SEC and the PCAOB,proposed rule changes sub

100、mitted by Nasdaq,and an act passed by the US Senate all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors,especially thenon-U.S.auditors who are not inspected by the PCAOB.These developments could add uncerta

101、inties to our offering,”from page 58 to 60 of this prospectus for more information.6 We are a Cayman Islands company and conduct substantially all of our operations in China,and all of our assets are located in China.In addition,other than Daniel Kelly Kennedy,and independentdirector nominee,who is

102、a U.S.citizen,all of our other directors and officers are nationals or residents of countries other than the United States.A substantial portion of the assets of these persons islocated outside the United States.As a result,it may be difficult for you to effect service of process within the United S

103、tates upon these persons.It may also be difficult for you to enforce the U.S.courts judgments obtained in U.S.courts including judgments based on the civil liability provisions of the U.S.federal securities laws against us and our officers and directors.See“Risk Factors Risks Related to Our Business

104、 and Industry You may experience difficulties in effecting service of legal process,enforcing foreign judgments or bringing original actions against us in China,Hong Kong or other foreign jurisdictions,and the ability of U.S.authorities to bring actions in foreign jurisdictions may also be limited,”

105、on page 56 of this prospectus.This prospectus does not constitute,and there will not be,an offering of securities to the public in the Cayman Islands.Per Share Total Initial public offering price(1)US$5.00 US$5,000,000 Underwriting discounts and commissions(2)US$0.35 US$350,000 Proceeds,before expen

106、ses,to us(3)US$4.65 US$4,650,000 (1)Initial public offering price per share is assumed as$5.00 per share,which is the midpoint of the price range set forth on the cover page of this prospectus.The table above assumes that theunderwriters do not exercise their over-allotment option.(2)An underwriting

107、 discount equal to 7%of the offering price will be provided to underwriters.See“Underwriting”beginning on page 159 of this prospectus for additional disclosure regardingunderwriting compensation payable by us.(3)The total estimated expenses related to this offering are set forth in the section entit

108、led“Underwriting Discounts,Commissions and Expenses”beginning on page 159 of this prospectus.We have granted the underwriters an option,exercisable for 30 days following the effective date of this prospectus,to purchase up to an additional fifteen percent(15%)of the Ordinary Sharesoffered in this of

109、fering on the same terms to cover over-allotments,if any.The underwriters are selling 1,000,000 Ordinary Shares in this Offering on a firm commitment basis,based on an assumed initial public offering price of$5.00 per share,the midpoint of theestimated public offering price range.The underwriters ex

110、pect to deliver the Ordinary Shares against payment in U.S.dollars to purchasers on or about _,2024.Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy ofthis prospectus.Any

111、 representation to the contrary is a criminal offense.Prospectus dated,2024 7 TABLE OF CONTENTS PROSPECTUS SUMMARY12THE OFFERING30SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA31RISK FACTORS33SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS73USE OF PROCEEDS74DIVIDEND POLICY75EXCHANGE RATE INFORM

112、ATION76CAPITALIZATION77DILUTION78MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS79CORPORATE HISTORY AND STRUCTURE91BUSINESS93INDUSTRY108PRC REGULATION117MANAGEMENT128EXECUTIVE COMPENSATION134PRINCIPAL SHAREHOLDERS135RELATED PARTY TRANSACTIONS137DESCRIPTION OF SHA

113、RE CAPITAL140SHARES ELIGIBLE FOR FUTURE SALE149TAXATION150ENFORCEABILITY OF CIVIL LIABILITIES157UNDERWRITING159EXPENSES RELATING TO THIS OFFERING162LEGAL MATTERS162EXPERTS162WHERE YOU CAN FIND ADDITIONAL INFORMATION162INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 8 You should rely only on the inform

114、ation contained in this prospectus or in any related free-writing prospectus.We have not authorized anyone to provide you with information different from thatcontained in this prospectus or in any related free-writing prospectus.We are offering to sell,and seeking offers to buy,the Ordinary Shares o

115、nly in jurisdictions where offers and sales are permitted.The information contained in this prospectus is current only as of the date of this prospectus,regardless of the time of delivery of this prospectus or of any sale of the Ordinary Shares.We have not taken any action to permit a public offerin

116、g of the Ordinary Shares outside the United States or to permit the possession or distribution of this prospectus or any filed free writingprospectus outside the United States.Persons outside the United States who come into possession of this prospectus or any filed free writing prospectus must info

117、rm themselves about and observeany restrictions relating to the offering of the Ordinary Shares and the distribution of this prospectus or any filed free writing prospectus outside the United States.This prospectus includes statistical and other industry and market data that we obtained from industr

118、y publications and research,surveys and studies conducted by third parties.Industry publicationsand third-party research,surveys and studies generally indicate that their information has been obtained from sources believed to be reliable,although they do not guarantee the accuracy orcompleteness of

119、such information.While we believe these industry publications and third-party research,surveys and studies are reliable,you are cautioned not to give undue weight to thisinformation.This prospectus may contain additional trademarks,service marks and trade names of others.Such trademarks,service mark

120、s and trade names are the property of their respective owners.We do notintend our use or display of other companies trademarks,service marks or trade names to imply a relationship with,or endorsement or sponsorship of us by,any other person.Until _,2024(the 25th day after the date of this prospectus

121、),all dealers that buy,sell or trade Ordinary Shares,whether or not participating in this offering,may be required to deliver aprospectus.This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

122、9 COMMONLY USED DEFINED TERMS “AHFCAA”refers to the Accelerating Holding Foreign Companies Accountable Act;“China”or the“PRC”refers to the Peoples Republic of China;“mainland China”refers to mainland of the Peoples Republic of China,for the purposes of this prospectus only,excludingthe Hong Kong Spe

123、cial Administrative Region and the Macao Special Administrative Region;in this prospectus,any PRC laws,rules,regulations,statutes,notices,circulars and courtsjudicial interpretation or the like refer to those promulgated by any legislative body,judicial body or government authority of mainland China

124、 and currently in force as of the date of thisprospectus;Depending on the context,“we,”“us,”“our company,”“our”and“Zhongjinke”refers to ZJK Industrial Co.,Ltd.,a Cayman Islands exempted company incorporated with limited liability,and its subsidiaries,including ZJK Enterprises Group(BVI)Company Limit

125、ed,ZJK Industrial Group HongKong Limited,Zhongke Chuangwei(Shenzhen)International Holdings Limited,Galaxy Exploration Investment Holding Limited,Shenzhen Zhongjinke Hardware Products Co.,Ltd,Zhongke Precision Components(Guangdong)Co.,Ltd.,Nanjing ZhongjinkeHardware Products Co.,Ltd.,and PSM-ZJK Fast

126、eners(Shenzhen)Co.,Ltd.,unless the context otherwise indicates;“CAC”refers to the Cyberspace Administration of China;“CSRC”refers to the China Securities Regulatory Commission;“Galaxy Exploration”refers to Galaxy Exploration Investment Holding Limited,a company incorporated in the British Virgin Isl

127、ands and wholly-owned by Zhongjinke HK;“HFCA Act”refers to the Holding Foreign Companies Accountable Act;“M&A Rules”refers to the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors of China;“MOFCOM”refers to the Ministry of Commerce of China;“Negative List”refers to

128、 the Special Administrative Measures for the Access of Foreign Investment(Negative List);“NDRC”refers to the National Development and Reform Commission of China;“NPC”refers to the National Peoples Congress of China;“RMB,”“Renminbi”or“yuan”refers to the legal currency of China;“SAFE”refers to State A

129、dministration of Foreign Exchange in China;“SAFE Circular 19”refers to the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-invested Enterprises;“SAFE Circular 37”refers to the Circular on Relevant Issues Conc

130、erning Foreign Exchange Control on Domestic Residents Offshore Investment and Financing and Roundtrip InvestmentThrough Special Purpose Vehicles;“SAIC”refers to State Administration for Industry and Commerce in China and currently known as State Administration for Market Regulation;“SAT”refers to PR

131、C State Taxation Administration;10 “SAMR”refers to the former State of Administration of Industry and Commerce of China,which has been merged into the State Administration for Market Regulation;“SCNPC”refers to the Standing Committee of the National Peoples Congress of China;“U.S.GAAP”refers to gene

132、rally accepted accounting principles in the United States;“shares”,“Shares”or“Ordinary Shares”refers to the Ordinary Shares of ZJK Industrial Co.,Ltd.,par value$0.000016666667 per share;“U.S.dollars,”“dollars,”“USD”or“$”refers to the legal currency of the United States;“Precision HK”refers to ZJK Pr

133、ecision Parts HK Limited,a company incorporated in Hong Kong and wholly-owned by Zhongjinke Shenzhen;“Precision Vietnam”refers to ZJK Vietnam Precision Components Company Limited,a company incorporated in Vietnam and wholly-owned by Precision HK;“PSM-ZJK”refers to PSM-ZJK Fasteners(Shenzhen)Co.,Ltd.

134、;“Zhongjinke BVI”refers to ZJK Enterprises Group(BVI)Company Limited,a company incorporated in the British Virgin Islands and wholly-owned by Zhongjinke;“Zhongjinke HK”refers to ZJK Industrial Group HongKong Limited,a company incorporated in Hong Kong and wholly-owned by Zhongjinke BVI;“Zhongjinke W

135、FOE”refers to Zhongke Chuangwei(Shenzhen)International Holdings Limited,a company incorporated in the PRC and wholly-owned by Zhongjinke HK;“Zhongjinke Shenzhen”refers to Shenzhen Zhongjinke Hardware Products Co.,Ltd,a company incorporated in the PRC,and 99.225%of the shares owned by Zhongjinke WFOE

136、 and0.775%of the shares owned by Galaxy Exploration;“Zhongke Components”refers to Zhongke Precision Components(Guangdong)Co.,Ltd.,a company incorporated in the PRC and wholly-owned by Zhongjinke Shenzhen;and “Zhongjinke Nanjing”refers to Nanjing Zhongjinke Hardware Products Co.,Ltd.,a company incorp

137、orated in the PRC and 51%of the shares owned by Zhongjinke Shenzhen.Zhongjinkes reporting currency is USD.However,substantially all of our consolidated revenues,costs,expenses and assets are denominated in RMB.This prospectus contains translations of certainforeign currency amounts into USD for the

138、convenience of the reader.All translations of RMB are calculated at the average rate of$1.00=RMB7.0896 for the year ended December 31,2023 and$1.00=RMB7.0999 as of December 31,2023 representing the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on December 31,20

139、23.All translations of RMB arecalculated at the average rate of$1.00=RMB6.7518 for the year ended December 31,2022 and$1.00=RMB6.8972 as of December 31,2022 representing the exchange rate set forth in the H.10statistical release of the Federal Reserve Board on December 31,2022.No representation is m

140、ade that the RMB amounts could have been,or could be,converted,realized or settled into USD at suchrate,or at any other rate.We are exposed to foreign exchange risk.See“Risk Factors Risks Related to Doing Business in China Fluctuations in exchange rates could have a material adverseeffect on our res

141、ults of operations and the price of our Ordinary Shares,”at page 54 of this prospectus.As of the date of this prospectus,the Company is authorized to issue 3,000,000,000 Ordinary Shares of a single class,par value$0.000016666667 per Ordinary Share.There are currently 60,000,000issued and outstanding

142、 Ordinary Shares.The shares and per share information in this prospectus are presented on a retroactive basis for the financial periods presented,to reflect the reorganizationcompleted on March 28,2023 and the two share splits that occurred on June 19,2023 and June 6,2024,respectively.11 PROSPECTUS

143、SUMMARY This summary highlights information that we present more fully in the rest of this prospectus.This summary does not contain all of the information you should consider before buying Ordinary Sharesin this offering.This summary contains forward-looking statements that involve risks and uncerta

144、inties,such as statements about our plans,objectives,expectations,assumptions or future events.Insome cases,you can identify forward-looking statements by terminology such as“anticipate,”“estimate,”“plan,”“project,”“continuing,”“ongoing,”“expect,”“we believe,”“we intend,”“may,”“should,”“will,”“could

145、,”and similar expressions denoting uncertainty or an action that may,will or is expected to occur in the future.These statements involve estimates,assumptions,known and unknown risks,uncertainties and other factors that could cause actual results to differ materially from any future results,performa

146、nces or achievements expressed or implied by theforward-looking statements.You should read the entire prospectus carefully,including the“Risk Factors”section and the financial statements and the notes to those statements.Unless otherwisestated,all references to“us,”“our,”“Zhongjinke,”“we,”the“compan

147、y”and similar designations refer to ZJK Industrial Co.,Ltd.,an exempted company incorporated with limited liability underthe laws of the Cayman Islands,and its consolidated subsidiaries.See Note 1 to our consolidated financial statements for the years ended December 31,2023 and 2022 included elsewhe

148、re in thisprospectus.Overview of Our Business Services Operating through our consolidated subsidiaries in the PRC,we are a high-tech enterprise specialized in manufacturing and sale of precision fasteners,structural parts and other precision metal partsproducts for new energy vehicles and intelligen

149、t electronic equipment,such as mobile phones,smart watches,drones,and 5G communication base stations.Our involvement in the precision metal parts manufacturing industry started since the establishment of Shenzhen Zhongjinke Hardware Products Co.,Ltd in 2011.Our manufacturing technology andexperience

150、 have been growing steadily in the past 13 years,and we have a professional team consisting of 272 employees as of December 31,2023.We produced approximately 3.68 billion and 4.40billion precision metal parts for the fiscal years ended December 31,2022 and 2023,respectively.We have obtained 50 paten

151、ts from China National Intellectual Property Administration.With a seriesof precise and highly-automated processing equipment and high-precision testing instruments,including automatic high-speed cold heading machine,high-speed rolling machine,metal turning lathe,computer numerical-control lathe,hig

152、h-speed precise punching machine and optical screening machine,we have control over processing quality,accuracy and yield rate.We have adopted ISO9001:2015 quality management system,ISO 14001:2015 environmental management system,IATF 16949:2016 automobile quality management system and ISO 45001:2018

153、 occupational healthmanagement system accredited by the International Organization for Standardization.Due to our technology,product quality and ability to develop new products,we became a supplier for some well-known enterprises and their original equipment manufacturers(“OEMs”)inindustries of cons

154、umer electronics,new energy vehicles and other fields.To customize the products to the needs of the customers,we connect with our customers from the very beginning,includingthe research and development(“R&D”)process,and cooperate with customers to design the overall product plans.In recent years,the

155、 Company has continuously paid efforts to expand our R&Dteam and increase our R&D expenses,to improve our technology used in the manufacturing process and product design.We use a direct sales model and the sales department is responsible for customer contact,product sales,after-sales services and cu

156、stomer maintenance.We have both China-based and overseas salesteams in North America,and we expanded our business in North America through entering into sales representative contracts with 7 sales representative teams who will sell and promote our productsin North America.In addition,the Company has

157、 established a factory in Vietnam in April 2024 and plans to open a sales office in the United States in early 2025 to further expand the market.Our Main Products Our main products include various standard screws,nuts,bolts,turning parts,stamping parts and Computer Numerical Control(“CNC”)machining

158、parts.Our products are widely used in new energyvehicles,mobile phones,smart watches,drones,5G communication base stations and other electronic equipment.12 The following is a list of our main products:TypeApplicationPictureStandard screwsVarious fields Precise screws and nutsScrews for phones,camer

159、as,consumer digital products andprecise instruments Nuts for phones,cameras,consumer digital products andprecise instruments High-strength bolts,nutsNon-standard screws/high-strength/various-step cold headingbolts Non-standard vehicle parts/high-strength/various-step coldheading bolts Cold heading t

160、echnology Turning parts,CNCmachining partsAxle products(turning/CNC machine)Structural components for liquid cooling systems Processed parts Surface mountingtechnology(“SMT”)productsMiniature parts packaging Physical vapor deposition(“PVD”)productsWatches 13 Research and Development The Companys R&D

161、 effort is market-oriented.According to demands of the customers,the R&D department conducts new product projects,determines product development plans,designstechnological processes,and converts the needs of the customers into technical data for internal production,achieving controllable costs under

162、 industrial production.The Companys R&D work is divided into two aspects:project R&D and technology R&D.Project R&D is quality planning of developing new products,trial production,testing of samples,pre-production review,review confirmation and submission for customers approval.Technology R&D refers

163、 to the design and verification of product molds,optimization of product process plans,andresolution of major technical problems during the production process to ensure stable product quality.At present,the Companys core technologies mainly come from its technical teams own R&D.We have not outsource

164、d or cooperated with R&D departments in other companies to obtain coretechnologies.Our R&D team has 10 employees.Among the 10 employees,all of them hold bachelors degrees,3 of them have more than 10 years of work experience and 8 of them have more than 5years of work experience.Core Technologies The

165、 Company has developed a number of core technologies for its main business,including:No.Core TechnologyTechnology Overview1Stamping dies(which are toolsthat shape and cut sheet metalparts)for the production ofsolder chip nuts for circuitboardsCustomer-required SMT welding nut needs a four-sided stra

166、ight pattern on the welding surface because it needs to be welded firmly,whichleads to a complex embossing process after the production process.The yield and efficiency of embossing are very low and the cost is high.Ourstamping dies only need to form at one time with the cooperation of the flat copp

167、er material and the punching force and the die(which is aspecialized machine tool to cut and/or form material to a desired shape or profile),which improves the product yield and production efficiencyand saves costs.The evolution of the process increases the Companys competitiveness.2Main swing arm m

168、ould forauxiliary scraper wall forautomobile wiper swing armThe main swing arm of the auxiliary scraper wall used for the automobile wiper arm required by our customers uses the CNC to process thehole position because of the high requirement on the precision and the appearance.The production cost is

169、 so high that 5 CNC pieces ofequipment are needed,however,the efficiency is very low.In order to save costs and improve efficiency,the auxiliary wiper arm stamping diehas been developed.The die adopts blanking punching and hole chamfering processes to meet the quality requirements,thus solving theCo

170、mpanys bottleneck problem and saving costs.3Special-shaped ultra-thin gasketmold for Unmanned AerialVehicle(“UAV”)The thickness of our special-shaped ultra-thin gasket mold is only 0.05MM.Traditional stamping dies are expensive and have problems such asunstable feeding,short die life and material-ad

171、herence.This special-shaped ultra-thin gasket die for drones developed by the Company is free ofpunches equipment stamping with the advantages of low costs,stable production,being non-sticky and not easy to produce burrs,etc.Its stablequality and the ability of mass production increase the Companys

172、competitiveness.4Small welding bump waferstamping dieThere are 4 bumps around the back of the product and a large bump in the middle.Traditional stamping dies cannot guarantee the dimensionaltolerance requirements of the back bumps.We satisfy the tolerance requirements of the back bumps by machining

173、 parts with precise mirrordischarge.The traditional stamping dies are very easy to be damaged by one-time forming.We add a pre-forming step before forming,whichimproves the life of the formed parts and makes the product more stable.5Stamping die for welding heightlimiting sheet of miniaturewatch mot

174、herboardThis product is a special-shaped product with a length of 1.18mm,a width of 0.68mm and a thickness of 0.93mm.Generally,special customizedmachines are used to cut materials with specially customized specifications.The two sections have roughness requirements,so the yield rate ofproducts made

175、by special customized machines is also very low.Our stamping dies can meet the requirements through the process of trimming theedges of the product twice and overpressure shaping.6Turning products for high-precision,and high-efficientmachining that requiresecondary processingThe track and thimble ar

176、e designed to fit the shapes of the products.The track is loaded into the automatic lathe tool bank,and is controlled bythe automatic lathes own tool bank action.The thimble is controlled by the action of the drill tail clamp.The collaboration of automatic lathetool bank and the thimble feed the pro

177、duct into the clamp.This technology is high-speed,automated,high-precision and cost-efficient.14 7Cold heading screws combinedwith CNC processing to achieverequirements of high tightnessand high efficiencyA cold heading part conveying device and heading part CNC processing equipment includes a conve

178、ying assembly,a transfer assembly and afixing assembly.The conveying assembly includes a feeding part and a conveying track,and the feeding part is used for cold heading.The partsare put into the conveying track so that the cold forging parts are conveyed from one end to the other end through the co

179、nveying track.Thetransfer assembly is used for transferring the cold heading parts;the fixing assembly is used for fixing the cold forging parts by the transfer coldheading for component transfer.The cold heading piece conveying device and the cold heading piece processing equipment provided accordi

180、ngto the utility model have the advantages of simple structure,convenient use,and convenient automatic transmission of the cold heading piece,thereby saving manpower and reducing the processing cost.8Pure titanium screwsThe utility model is a screw for electroplating with a screw body made of pure t

181、itanium.The utility model effectively enhances the corrosionresistance of the screw and avoids the damage of the hanger due to the corrosion of the screw.The hanger causes breakage and oxidation,whicheffectively improves the service life of the hanger and saves production costs.9Rubber-coated screws

182、 aresuitable for use in high-cleanenvironments.An anti-loosening rubber-coated screw comprises a screw body and a soft rubber sleeve.The soft rubber sleeve is sleeved on the screw body.The anti-loosening rubber-coated screw provided according to the utility model has a simple structure and a good an

183、ti-loosening effect.At thesame time,it can be reused and has strong practicability.10Precision screws(M0.6,M0.8)A precision screw processing tool is used with a mold shell and a mold core part.A cavity is opened inside the mold shell.The mold core part isarranged in the cavity.A die core hole extend

184、s along the axial direction for screw forming.A plurality of steps are formed on the inner wall ofthe core hole,and the inner diameter of the core hole gradually decreases from top to bottom.The precision screw processing die provided bythe utility model has the advantages of simple structure,conven

185、ient disassembly and assembly,and at the same time,multi-step threads can beproduced.11Hexagon screw cold pier moldA hexagonal screw cold heading mold includes a mold shell and a mold core.An installation cavity is opened on the upper-end surface of themold shell,the mold core is arranged in the ins

186、tallation cavity,and the mold core is cylindrical.A hexagonal cavity is formed in the middle ofthe kernel,and the mold kernel is vertically divided into six detachable combined parts along the top corner of the hexagonal cavity,whicheffectively displace the gas in the cavity.The discharge makes the

187、hexagon of the screw head fuller,which has strong practicability and goodperformance.12Combination spring screwA combined spring screw includes a rod body and a spring piece.A limiter is arranged on the rod body;the spring piece is sleeved outside therod,and one end is limited on the rod body by the

188、 limiter.According to the combined spring screw provided by the utility model,the structureis simple,the production is convenient,and the loosening of the connecting device caused by the vibration generated during the operation of theequipment can be effectively avoided.13New-type die-feeding struct

189、ureand cold heading machineA new type of die-feeding structure and a cold heading machine,comprising a die shell,a first thimble and a second thimble.A die core hole ispierced in the axial direction of the die shell,and is fixed in the die core hole and the axial direction of the penetrating die cor

190、e is provided.Thefirst thimble is inserted into the thimble hole,and the bottom has a connecting part extending in the circumferential direction and formed into aradial shape.The second thimble is used to drive the first thimble to form a reciprocating motion in the thimble hole.Therefore,the connec

191、tingportion disperses the pushing force of the second thimble outwards,so as to prevent the first thimble from being broken,bent or blocked.14Anti-shedding screwsAn anti-falling screw includes a screw head and a screw.The screw head has a lower surface.The screw and the lower surface of the screwhea

192、d are integrally formed,the outer surface of the screw is formed with an external thread,and the partial surface of the external thread isprovided with a predetermined surface.The anti-shedding screw provided by the utility model is provided with a colloidal layer on the partialsurface of the extern

193、al thread of the screw rod.When the screw is matched with the threaded hole on the part to be fixed or the nut,the colloidallayer has a certain thickness.After the screw is rotated,the colloidal layer is filled between the gap between the external thread and the internalthread,thus increasing the fr

194、iction force between the screw and the part to be fixed or the nut and the driving force required to start the screw,thereby preventing loosening and falling off,so that the screw-connected components are fixed in a more firm and reliable way.15 Intellectual Property The Company currently has 6 regi

195、stered trademarks,45 utility model patents,2 appearance design patents and 3 invention model patents in the PRC.Our Competitive Strengths We believe that the following are our key competitive strengths that contribute to our growth,and on a combined basis,differentiate us from our competitors:The Co

196、mpany has efficient production organization and high product quality.Strong R&D capacity continuously supports the Companys development.The Company has solid customer resources and high influence in the industry.The Company has a strong management team.Our Challenges We believe that we are mainly fa

197、ced with the following challenges:The Company is relatively small in scale when compared to its competitors.The Company will require external sources of financing to fund its continuous growth.Certain Risks and Limitations Related to Doing Business in China Because substantially all of our operation

198、s are in mainland China,our business is subject to the complex and rapidly evolving laws and regulations.The PRC government may exercise significantoversight and control over the conduct of our business,which could result in a material change in our operations and/or the value of our Ordinary Shares

199、.PRC laws and regulations governing ourcurrent business operations may be revised from time to time.There are significant liquidity and enforcement risks related to our Ordinary Shares.There are substantial revisions from time to timeregarding the interpretation and application of PRC laws and regul

200、ations,which could have a material adverse effect on us and our investors.See“Risk Factors Risks Related to Doing Business inChina Because substantially all of our operations are in mainland China,our business is subject to the complex and rapidly evolving laws and regulations there.The PRC governme

201、nt mayexercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time,which could result in a material change in our operationsand/or the value of our Ordinary Shares,”starting on page 46,“PRC laws and regulations governing

202、our current business operations may be revised from time to time with respect to the PRC legalsystem,such revision or changes in laws and regulations in China could have a material adverse effect on us,”starting on page 48,“If the PRC government were to impose new requirements forapproval from the P

203、RC authorities to issue our Ordinary Shares to foreign investors or list on a foreign exchange,such action could significantly limit or completely hinder our ability to offer orcontinue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.”

204、starting on page 50,“With the promulgation of the new filing-basedadministrative rules for overseas offering and listing by domestic companies in China,or if the PRC government were to impose new requirements for approval from the PRC authorities to issue ourOrdinary Shares to foreign investors or l

205、ist on a foreign exchange,failure to comply with the relevant requirements could significantly limit or completely hinder our ability to offer or continue tooffer securities to investors and cause the value of such securities to significantly decline or be worthless.”on page 55,and“Changes in Chinas

206、 economic,political or social conditions orgovernment policies,which could occur quickly,could have a material adverse effect on our business and operations.”on page 49 of this prospectus.16 There are significant enforcement risks related to our Ordinary Shares.It may be difficult for you to effect

207、service of process or the U.S.courts judgments obtained in U.S.courts upon us or ourdirectors and officers,many of whom are not residents in the United States,and whose significant part of assets are located outside of the United States.In addition,there is uncertainty as to whetherthe courts of the

208、 Cayman Islands or the PRC,respectively,would recognize or enforce judgments of U.S.courts against us or such persons predicated upon the civil liability provisions of thesecurities laws of the United States or any state.In addition,it is uncertain whether such Cayman Islands or PRC courts would ent

209、ertain original actions brought in the courts of the Cayman Islands orthe PRC against us or such persons predicated upon the securities laws of the United States or any state.See“Prospectus Summary Summary of Significant Risk Factors Risks Related to DoingBusiness in China You may experience difficu

210、lties in effecting service of legal process,enforcing foreign judgments or bringing original actions against us in China,Hong Kong or other foreignjurisdictions,and the ability of U.S.authorities to bring actions in foreign jurisdictions may also be limited,”on page 27,and“Risk Factors Risks Related

211、 to Doing Business in China You mayexperience difficulties in effecting service of legal process,enforcing foreign judgments or bringing original actions against us in China,Hong Kong or other foreign jurisdictions,and the ability ofU.S.authorities to bring actions in foreign jurisdictions may also

212、be limited,”on page 56 of this prospectus.There are significant liquidity risks related to our Ordinary Shares and certain limitations on our ability to transfer cash between us or our PRC Entities.In order for us to pay dividends to ourshareholders,we may rely on the distribution of profits of the

213、PRC Operating Entities to Zhongjinke WFOE and Galaxy Exploration,then to the Zhongjinke HK,and then to Zhongjinke BVI.PRCregulations currently permit the payment of dividends only out of accumulated profits,as determined in accordance with accounting standards and PRC regulations.To the extent any f

214、unds or assetsin the business is in mainland China or Hong Kong or a mainland China or Hong Kong entity,the funds or assets may not be available to fund operations or for other use outside of mainland China orHong Kong,except as otherwise approved by competent PRC government authorities to be used t

215、o make overseas investment or lend to overseas affiliates,due to the compliance requirement by PRCgovernments which may limit our ability to transfer funds abroad,pay dividends or make distribution.See“Prospectus Summary Summary of Significant Risk Factors Risks Related to DoingBusiness in China To

216、the extent any funds or assets in the business is in mainland China or Hong Kong or a mainland China or Hong Kong entity,the funds or assets may not be available to fundoperations or for other use outside of mainland China or Hong Kong.”on page 27 of this prospectus,and“Risk Factors Risks Related to

217、 Doing Business in China To the extent any funds orassets in the business is in mainland China or Hong Kong or a mainland China or Hong Kong entity,the funds or assets may not be available to fund operations or for other use outside of mainlandChina or Hong Kong.”on page 52 of this prospectus.Furthe

218、rmore,if our PRC Entities incur debt on their own in the future,the instruments governing the debt may restrict their ability to paydividends or make other payments.In addition,the PRC Enterprise Income Tax Law and its implementation rules provide that a withholding tax at a rate of 10%will be appli

219、cable to dividendspayable by companies in mainland China to enterprises outside of mainland China unless reduced under treaties or arrangements between the PRC central government and the governments of othercountries or regions where the enterprises outside of mainland China are tax resident.See“Pro

220、spectus Summary Dividend Distributions or Assets Transfer among the Holding Company and ItsSubsidiaries”starting on page 21 of this prospectus,“Prospectus Summary Summary of Significant Risk Factors Risks Related to Doing Business in China The transfer of funds,dividends andother distributions betwe

221、en us and our entities is subject to restriction.”on page 27 and“Prospectus Summary Summary of Significant Risk Factors Risks Related to Doing Business in China We must remit the offering proceeds to our PRC Operating Entities before they may be used to benefit our business in China,the process of w

222、hich may be time-consuming,and we cannot assure thatwe can finish all necessary governmental registration processes in a timely manner.”on page 28 of this prospectus,“Risk Factors Risks Related to Our Corporate Structure The transfer of funds,dividends and other distributions between us and our enti

223、ties is subject to restriction.”on page 51 and“Risk Factors Risks Related to Doing Business in China We must remit the offeringproceeds to our PRC Operating Entities before they may be used to benefit our business in China,the process of which may be time-consuming,and we cannot assure that we can f

224、inish all necessarygovernmental registration processes in a timely manner.”on pages 52 and 53 of this prospectus.In addition,any transfer of funds by us to our PRC Entities,either as a shareholder loan or as anincrease in registered capital,are subject to approval by or registration or filing with r

225、elevant governmental authorities in China.Any foreign loans procured by our PRC Entities is required to beregistered with SAFE in its local branches and satisfy relevant requirements,and our PRC Entities may not procure loans which exceed the difference between its respective total project investmen

226、tamount and registered capital or two times(which may be varied year by year due to the change of PRCs national macro-control policy)of the net worth of our PRC Entities.According to therelevant PRC regulations on foreign-invested enterprises in China,capital contributions to our PRC Entities are su

227、bject to the registration with State Administration for Market Regulation in its localbranches,report submission to the Ministry of Commerce in its local branches and registration with a local bank authorized by SAFE.17 Our Industry Precision metal parts are common in machinery parts.They have featu

228、res of high machining accuracy,small dimensional tolerance,high surface finish and precision,high dimensional stability,goodfatigue resistance and attenuation resistance.Among them,fasteners are the most widely used mechanical basic parts in various fields.The types and quality have an important inf

229、luence on theperformance and quality of the main engine and play an important role in industrial production.Fastener Industry Fastener is a kind of widely used mechanical parts for fastening connections.Its application involves industries of energy,electronics,electrical appliances,machinery,chemica

230、l industry,metallurgy,mold and hydraulic.Various fasteners with features of various specifications,performance,high-degree standardization,serialization and general utilization can be found in machinery,equipment,vehicles,ships,railways,bridges,buildings,structures,tools,instruments,chemical industr

231、y,instruments and apparatus.After hundreds of years development,the global fastener manufacturing industry,with continuous upgrading and wider application to industries,has shown a development trend from low-strengthand general-purpose to high-strength/ultra-high-strength and special-purpose.The fas

232、tener industry originated in Europe and the United States,and started relatively late in China.However,with theadvancement of global labor division,continuous upgrading and adjustment of industrial structure and the advancement of science and technology,China has become a major fastener manufacturin

233、gcountry.In addition,China has been focusing on promoting the development of advanced technologies and production processes,especially encouraging the continuous innovation of high-tech,andimplementing a number of preferential policies for enterprises that have been accredited as National High-Tech

234、Enterprise,such as:1)15%preferential income tax rate;2)additional tax deductionsfor R&D expenses;3)corresponding subsidy from local districts;4)talent housing subsidy,for the goal of breaking the technical barriers at high-strength and ultra-high-strength fastenersmanufacturing.Consumer Electronics

235、Industry Consumer electronics industry includes manufacturing electronics closely related to life,which are usually applied to entertainment,communication and daily activities.The emergence of consumerelectronic products made a huge difference to daily life,greatly improving convenience and life qua

236、lity and becoming an indispensable part of consumers daily life.Among them,fastener productsare the structural parts of the consumer electronics industry chain.New Energy Vehicles Industry Although automobile fasteners only account for 3-5%of the total value of automobiles,they account for 35-40%of

237、total auto parts and 70%of total automobile assembly.According to statistics fromChina Association of Automobile Manufacturers,the sales volume of new energy vehicles in China increased from 8,000 to 9.495 million from 2011 to 2023.Among them,the sales increased by37.9%year-over-year in 2023.The sal

238、e of new energy automobiles accounts for 31.6%of total sale of all new automobiles in 2023.From January to February 2024,sales of new energy vehicles inChina continued to increase steadily,reaching 1.207 million units,with a year-over-year growth rate of 29.4%and a market share of 30%.Artificial Int

239、elligence Industry The International Data Corporations(“IDC”)latest Worldwide Artificial Intelligence(“AI”)and Generative AI Spending Guide reveals that the Asia-Pacific region is witnessing an unprecedentedsurge in Generative AI(“GenAI”)adoption,including software,services,and hardware for AI-centr

240、ic systems with spending projected to soar to US$26 billion by 2027,with a compound annualgrowth rate(“CAGR”)of 95.4%from 2022 to 2027.This surge underscores the Asia-Pacific regions pivotal role in driving the next wave of AI innovation and technological advancement.Other Application Fields 5G Base

241、 Station Fasteners and precision metal structural parts are also widely applied to antennas,fixing parts,support frames and other parts of the communication base stations.Since 2019,China has graduallypromoted large-scale application of 5G and construction of 5G base stations,and has built the world

242、s largest 5G network.By the end of 2023,China has built a total of 3.377 million 5G basestations,representing a 7.8%increase over the end of the previous year.5G base stations have accounted for 29.1%of the total number of mobile base stations in China by the end of 2023.18 Smart Home Fasteners and

243、precision metal structural parts are widely used to support,shield,and dissipate the heat of smart home products.Worldwide smart TV shipments are on track to decline 5.5%year-over-year in 2023,according to the IDCs Worldwide Quarterly Smart Home Device Tracker.However,the market is expected to recov

244、er with flat growth forecast in 2024 followed by slow growth in thefollowing years.Global shipments are expected to achieve a CAGR of 3.3%over the 2023-2027 forecast period.Precision Instrument Fasteners and precision metal structural parts provide certain functions in instruments,equipment and prec

245、ision components such as electronic components fastening,connections,parts hinges,supports and so on.According to revenue data of industrial enterprises released by the National Bureau of Statistics,in the first quarter of 2024,the operating revenue of precision instrument industryreached 2,080.8 bi

246、llion RMB with a year-over-year increase of 2.7%.Generally,the high-tech industries such as the instrument manufacturing industry have had a good development momentumduring 2024.It is expected that the precision instrument manufacturing industry will remain one of the key investment industries.In th

247、e future,the Company believes that the demand for theCompanys products in the precision instrument industry is expected to be considerable.Our Corporate Structure We are an exempted company incorporated with limited liability under the laws of the Cayman Islands on May 11,2022 with operations conduc

248、ted through primarily our Operating Entities,Zhongjinke Shenzhen,Zhongke Components,Zhongjinke Nanjing,PSM-ZJK and Precision Vietnam.The following diagram illustrates our corporate legal structure as of the date of this prospectus.We do not have a VIE structure.For more detail on our corporate histo

249、ry please refer to“CorporateHistory and Structure”on pages 91 and 92 of this prospectus.19 Approvals from PRC Authorities to Conduct Our Operations and Issue Ordinary Shares to Foreign Investors Our operations in the PRC are governed by PRC laws and regulations.Our PRC legal counsel,Global Law Offic

250、e,has advised us that,except as otherwise disclosed in this prospectus,as of the dateof this prospectus,based on its understanding of the current PRC laws,regulations and rules,we have received the approvals from the PRC government authorities for our business operationscurrently conducted in the PR

251、C.In addition,our PRC legal counsel,Global Law Office,has advised us that,as of the date of this prospectus,based on its understanding of the current PRC laws,regulations and rules,Zhongjinke Shenzhen,as a China-based company indirectly offering or listing overseas,shall comply with the Filing Rules

252、 on Overseas Listings and go through the filingprocedures with the CSRC before the overseas offering and listing.However,we are subject to the risks of uncertainty of any future actions of the PRC government in this regard,including the risk that the PRC government could disallow our holding company

253、structure,which would likely result in a material change in our operations,including our ability to continue our existing holding company structure,carry on our current business,accept foreigninvestments,and offer or continue to offer securities to our investors.These adverse actions could cause the

254、 value of our Ordinary Shares to significantly decline or become worthless.We may also besubject to penalties and sanctions imposed by the PRC regulatory agencies,including the CSRC,if we fail to comply with such rules and regulations,which would likely adversely affect the abilityof our securities

255、to be listed on a U.S.exchange and would likely cause the value of our securities to significantly decline or become worthless.Recently,the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business operations in mainland China,includ

256、ing cracking down onillegal activities in the securities market,enhancing supervision over China-based companies listed overseas using variable interest entity structure,adopting new measures to extend the scope ofcybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.For examp

257、le,on July 6,2021,the General Office of the Communist Party of China Central Committee and theGeneral Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market,which,among other th

258、ings,requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation,to enhance supervision over China-basedcompanies listed overseas,and to establish and improve the system of extraterritorial application of the PRC securities laws.On

259、December 28,2021,the Cyberspace Administration of China(the“CAC”),jointly with the relevant authorities,formally published Measures for Cybersecurity Review(2021)which took effecton February 15,2022.Measures for Cybersecurity Review(2021)stipulates that operators of critical information infrastructu

260、re purchasing network products and services and online platform operatorcarrying out data processing activities that affect or may affect national security,shall conduct a cybersecurity review.Any online platform operator who controls more than one million userspersonal information must go through a

261、 cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country.Our business does not rely on the collection of user data orimplicate cybersecurity and we do not possess more than one million users individual information,our PRC counsel,Global Law Office,is the

262、refore of the opinion that we are not subject to acybersecurity review under the Measures for Cybersecurity Review(2021).There remains uncertainty,however,as to how the Cybersecurity Review Measures will be interpreted or implemented andwhether the PRC regulatory agencies,including the CAC,may adopt

263、 new laws,regulations,rules,or detailed implementation and interpretation related to the Cybersecurity Review Measures.Notwithstanding the foregoing,on February 17,2023,the CSRC issued the Filing Rules on Overseas Listings,which came into effect on March 31,2023.The Filing Rules on Overseas Listings

264、 aimto lay out the filing regulation arrangement for both direct and indirect overseas listing and clarify the determination criteria for indirect overseas listing in overseas markets.The Filing Rules onOverseas Listings,among other things,stipulate that,after making relevant applications with overs

265、eas stock markets for initial public offerings or listings,all China-based companies shall file withthe CSRC within three working days.Where a China-based company submits its application for initial public offering and listing overseas by secret or non-public means,it may submit explanationsat the t

266、ime of filing with the CSRC,apply to postpone the disclosure of the information,and shall report to the CSRC within three working days after the applications for offering and listing are madepublic overseas.After completing overseas offerings and listings,China-based companies shall report to the CS

267、RC in accordance with the guidance.The required filing materials with the CSRCinclude(without limitation):(i)record-filing reports and related undertakings,(ii)compliance certificates,filing or approval documents from the primary regulator of the applicants businesses(ifapplicable),(iii)security ass

268、essment opinions issued by related departments(if applicable),(iv)PRC legal opinions,and(v)prospectus or listing documents.In addition,overseas offerings andlistings may be prohibited for such China-based companies when any of the following applies:(1)if the intended securities offerings and listing

269、s are specifically prohibited by the laws,20 regulations or provision of the PRC;(2)if the intended securities offerings and listings may constitute a threat to,or endanger national security as reviewed and determined by competent authoritiesunder the State Council in accordance with laws;(3)if,in t

270、he past three years,the China-based companies,controlling shareholders or de facto controllers have committed corruption,bribery,embezzlement,misappropriation of property,or other criminal offenses disruptive to the order of the socialist market economy;(4)if the China-based companies are under judi

271、cial investigation forsuspicion of criminal offenses,or are under investigation for suspicion of major violations,and no clear conclusion has been reached;(5)if there is a material ownership dispute over the equity heldby the controlling shareholder or the shareholder subject to the controlling shar

272、eholder or de facto controllers.We do not believe any of the five prohibited situations aforementioned applies to us.The Filing Rules On Overseas Listings further stipulate that a fine between RMB 1 million and RMB 10 million may be imposed if an applicant fails to fulfil the filing requirements wit

273、h the CSRCor conducts an overseas offering or listing in violation of the Filing Rules on Overseas Listings.Furthermore,on February 24,2023,the CSRC,together with the Ministry of Finance,the National Administration of State Secrets Protection Bureau and the National Archives Administration issuedthe

274、 Archives Rules,which also came into effect on March 31,2023.The Archives Rules expand their application to cover indirect overseas offering and listing,stipulating that a domestic companywhich plans to publicly disclose any documents and materials containing state secrets or working secrets of gove

275、rnment agencies,shall first obtain approval from competent authorities according tolaw,and file with the secrecy administrative department at the same level.Since the Filing Rules on Overseas Listings and the Archives Rules were newly promulgated,and the interpretation and implementation are not ver

276、y clear,we cannot assure you that we will be ableto receive clearance of such filing requirements in a timely manner,or at all,in the future.There is possibility that we may not be able to obtain or maintain the approval prior to the completion of thisoffering,and the offering will be delayed until

277、we have obtained CSRC approval,which may take several months.If we complete the overseas offering and listing before CSRC approval is obtained,we may face regulatory actions or other sanctions from the CSRC or other Chinese regulatory authorities.These authorities may impose fines and penalties upon

278、 our operations in China,delay orrestrict the repatriation of the proceeds from this offering into China,or take other actions that could have a material adverse effect upon our business,financial condition,results of operations,reputation and prospects,as well as the trading price of our Ordinary S

279、hares.The CSRC or other Chinese regulatory agencies may also require us,or make it advisable for us,to terminate thisoffering prior to closing.Any failure of us to fully comply with new regulatory requirements may significantly limit or completely hinder our ability to offer or continue to offer the

280、 Ordinary Shares,cause significant disruption to our business operations,severely damage our reputation,materially and adversely affect our financial condition and results of operations,and cause the Ordinary Sharesto significantly decline in value or become worthless.See“Risk Factors Risks Related

281、to Doing Business in China With the promulgation of the new filing-based administrative rules foroverseas offering and listing by domestic companies in China,or if the PRC government were to impose new requirements for approval from the PRC authorities to issue our Ordinary Shares toforeign investor

282、s or list on a foreign exchange,failure to comply with the relevant requirements could significantly limit or completely hinder our ability to offer or continue to offer securities toinvestors and cause the value of such securities to significantly decline or be worthless.”on page 55 of this prospec

283、tus.Dividend Distributions or Assets Transfer among the Holding Company and Its Subsidiaries We are a holding company with no material operations of our own and do not generate any revenue.We currently conduct substantially all of our operations through our Operating Entities.We arepermitted under P

284、RC laws and regulations to provide funding to our PRC Entities only through loans or capital contributions,and only if we satisfy the applicable government registration andapproval requirements.See“Risk Factors Risks Related to Doing Business in China PRC regulation of loans and direct investment by

285、 offshore holding companies to PRC Entities may delay orprevent us from using the proceeds of this offering to make loans or additional capital contributions to our PRC Entities,which could materially and adversely affect our liquidity and our ability tofund and expand our business,”on pages 53 and

286、54 of this prospectus.Neither we nor our subsidiaries have cash management policies dictating how funds are transferred,and each entity needs to comply with applicable laws or regulations with respect to transfer offunds,dividends and distributions with other entities.21 As of the date of this prosp

287、ectus,PSM-ZJK has made dividends or distributions of US$884,867 to Zhongjinke Shenzhen in 2022 and US$1,863,561 in 2023.No dividends were declared or paid bythe Company for the years ended December 31,2023 and 2022.We intend to keep any future earnings to re-invest in and finance the expansion of th

288、e business of our PRC Subsidiaries,and we donot anticipate that any cash dividends will be paid in the foreseeable future to the U.S.investors immediately following the consummation of this offering.For a summary of the condensedconsolidated schedule and the consolidated financial statements,see pag

289、e 31 of this prospectus for“Summary Consolidated Financial and Operating Data-Summary Consolidated Statements ofOperations and Comprehensive Income Data.”Cash proceeds raised from overseas financing activities,including the cash proceeds from this offering,will be transferred by us to Zhongjinke BVI

290、,and then transferred to Zhongjinke HK,and thentransferred to Zhongjinke WFOE and Galaxy Exploration,and then transferred to Zhongjinke Shenzhen,which will then be transferred to Zhongke Components,Zhongjinke Nanjing,and PSM-ZJK,as capital contribution and/or shareholder loans as the case may be.Any

291、 transfer of funds by us to our PRC Entities,either as a shareholder loan or as an increase in registered capital,are subject toapproval by or registration or filing with relevant governmental authorities in China.Any foreign loans procured by our PRC Entities is required to be registered with the S

292、AFE in its local branchesand satisfy relevant requirements,and our PRC Entities may not procure loans which exceed the difference between its respective total project investment amount and registered capital or two times(which may be varied year by year due to the change of PRCs national macro-contr

293、ol policy)of the net worth of our PRC Entities.According to the relevant PRC regulations on foreign-investedenterprises in China,capital contributions to our PRC Entities are subject to the registration with State Administration for Market Regulation(“SAMR”)in its local branches,report submission to

294、 theMOFCOM in its local branches and registration with a local bank authorized by SAFE.Please see“Risk Factors Risks Related to Doing Business in China We must remit the offering proceeds toour PRC Operating Entities before they may be used to benefit our business in China,the process of which may b

295、e time-consuming,and we cannot assure that we can finish all necessarygovernmental registration processes in a timely manner,”on page 52 of this prospectus.We intend to keep any future earnings to re-invest in and finance the expansion of our business,and we do notanticipate that any cash dividends

296、will be paid in the foreseeable future.Under Cayman Islands law,a Cayman Islands company may pay a dividend on its shares out of profits of the company or its share premium account or a combination of both,provided that in nocircumstances may a dividend be paid if,following the date on which the div

297、idend is proposed to be paid,the company would be unable to pay its debts as they fall due in the ordinary course ofbusiness.If we determine to pay dividends on any of our Ordinary Shares in the future,as a holding company,unless we receive proceeds from future offerings,we will be dependent on rece

298、ipt offunds from our BVI subsidiary,which will be dependent on receipt of dividends from our Hong Kong subsidiary,which will be dependent on receipt of dividends from Zhongjinke WFOE andGalaxy Exploration,which will be dependent on receipt of payments from Zhongjinke Shenzhen and other PRC Entities.

299、Our PRC Entities ability to distribute dividends is based upon their distributable earnings.Current PRC regulations permit our PRC Entities to pay dividends to Zhongjinke WFOE only out of itsaccumulated profits,if any,determined in accordance with Chinese accounting standards and regulations.In addi

300、tion,PRC Entities are required to set aside at least 10%of their after-tax profits eachyear,if any,to fund a statutory reserve until such reserve reaches 50%of their registered capital.Each of such similar entity in China may also set aside a portion of its after-tax profits to fund anoptional reser

301、ve,although the amount to be set aside,if any,is determined at the discretion of such entitys shareholder.The reserves can be used to increase the registered capital,cover losses madein past years and enhance the companys productivity and expand its business,however a companys capital reserve shall

302、not be used to cover the companys losses.The PRC government also imposes control on the conversion of RMB into foreign currencies and the remittance of currencies out of the mainland China.Therefore,we may experience difficulties incompleting the administrative procedures necessary to obtain and rem

303、it foreign currency for the payment of dividends from our profits,if any.Further,if any of our PRC Entities incurs debt on itsown in the future,the instruments governing the debt may restrict its ability to pay dividends or make other payments.Our PRC Entities generate and retain cash generated from

304、 operating activities and re-invests it in our business.As of the date of this prospectus,our PRC Entities have not paid any dividends to theoffshore companies.22 Based on our understanding of the Hong Kong laws and regulations,as of the date of this prospectus,there is no restriction imposed by the

305、 Hong Kong government on the transfer of capital within,into and out of Hong Kong(including funds from Hong Kong to the mainland China,except transfer of funds involving money laundering and criminal activities).Based on our understanding of theBVI laws and regulations,as of the date of this prospec

306、tus,there is no restriction on the transfer of capital within,into and out of BVI.Please see“Risk Factors Risks Related to Doing Business inChina Changes in Chinas economic,political or social conditions or government policies,which could occur quickly,could have a material adverse effect on our bus

307、iness and operations,”onpage 49 of this prospectus;“To the extent any funds or assets in the business is in mainland China or Hong Kong or a mainland China or Hong Kong entity,the funds or assets may not beavailable to fund operations or for other use outside of mainland China or Hong Kong,”on page

308、52 of this prospectus;“PRC regulation of loans and direct investment by offshore holdingcompanies to PRC Entities may delay or prevent us from using the proceeds of this offering to make loans or additional capital contributions to our PRC Entities,which could materially andadversely affect our liqu

309、idity and our ability to fund and expand our business,”on pages 53 and 54 of this prospectus;“We may rely on dividends and other distributions on equity paid by ourPRC Entities to fund any cash and financing requirements we may have,and any limitation on the ability of our PRC Entities to make payme

310、nts to us could have a material and adverse effect on ourability to conduct our business,”on page 56 of this prospectus;and“Governmental control of currency conversion may limit our ability to use our revenues effectively,the ability of our PRCSubsidiaries to obtain financing and affect the value of

311、 your investment,”on page 57 of this prospectus.Cash dividends,if any,on our Ordinary Shares will be paid in USD.If we are considered a PRC tax resident enterprise for tax purposes,any dividends we pay to our overseas shareholders may beregarded as China-sourced income and,as a result,may be subject

312、 to PRC withholding tax at a rate of up to 10.0%.Pursuant to the Arrangement between mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income,or the Double TaxAvoidance Arrangement,the 10%withholding tax rate may be lowered to 5%if

313、 a Hong Kong resident enterprise owns no less than 25%of a PRC company.However,the 5%withholding tax ratedoes not automatically apply and certain requirements must be satisfied,including without limitation that(a)the Hong Kong company must be the beneficial owner of the relevant dividends;and(b)the

314、Hong Kong company must directly hold no less than 25%of share ownership in the PRC company during the twelve(12)consecutive months preceding its receipt of the dividends.In currentpractice,a Hong Kong company must obtain a tax resident certificate from the Hong Kong tax authority to apply for the 5%

315、lower PRC withholding tax rate.As the Hong Kong tax authority willissue such a tax resident certificate on a case-by-case basis,we cannot assure you that we will be able to obtain the tax resident certificate from the relevant Hong Kong tax authority and enjoy thepreferential withholding tax rate of

316、 5%under the Double Tax Avoidance Arrangement with respect to dividends to be paid by our PRC Entities to its immediate holding company,ZhongjinkeWFOE.As of the date of this prospectus,we have not applied for the tax resident certificate from the relevant Hong Kong tax authority.Zhongjinke HK intend

317、s to apply for the tax resident certificatewhen Zhongjinke HK or Galaxy Exploration plans to declare and pay dividends to Zhongjinke HK.See“Risk Factors Risks Related to Doing Business in China If we are classified as a PRCresident enterprise for PRC income tax purposes,such classification could res

318、ult in unfavorable tax consequences to us and our non-PRC shareholders,”on pages 64 and 65 of this prospectus.Implications of the Holding Foreign Companies Accountable Act On March 24,2021,the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requ

319、irements of the HFCA Act.An identified issuer will be required tocomply with these rules if the SEC identifies it as having a“non-inspection”year under a process to be subsequently established by the SEC.In June 2021,the Senate passed the AHFCAA,whichreduced the time period for the delisting of fore

320、ign companies under the HFCA Act to two consecutive years instead of three years.If our auditor cannot be inspected by the PCAOB,for twoconsecutive years,the trading of our securities on any U.S.national securities exchanges,as well as any over-the-counter trading in the U.S.,will be prohibited.On S

321、eptember 22,2021,the PCAOBadopted a final rule implementing the HFCA Act,which provides a framework for the PCAOB to use when determining,as contemplated under the HFCA Act,whether the PCAOB is unable toinspect or investigate completely registered public accounting firms located in a foreign jurisdi

322、ction because of a position taken by one or more authorities in that jurisdiction.On December 2,2021,the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act.The rules apply to registrants that the SEC identifies as having filed anannual rep

323、ort with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of aposition taken by an authority in foreign jurisdictions.On December 16,2021,23 the PCAOB issued a report on its d

324、eterminations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong,because of positions taken by PRC authorities in those jurisdictions.On August 26,2022,the Statement of Protocol was signed by the PCAOB,the

325、CSRC and the Ministry of Finance of the PRCgoverning inspections and investigations of audit firms based in mainland China and Hong Kong.The Statement of Protocol is subject to further explanation and implementation.The PCAOB will berequired to assess whether it is able to inspect and investigate co

326、mpletely registered public accounting firms headquartered in mainland China and Hong Kong by the end of 2022.On December 15,2022,the PCAOB board announced that it has completed the inspections,determined that it had complete access to inspect or investigate completely registered public accounting fi

327、rms headquarteredin mainland China and Hong Kong,and voted to vacate the Determination Report.Our auditor,TPS Thayer,LLC,the independent registered public accounting firm of the Company,is headquartered in Sugar Land,Texas,with no branches or offices outside of the United States.TPS Thayer,LLC is cu

328、rrently subject to PCAOB inspections on a regular basis.Therefore,we believe our auditor is not subject to the determinations as to the inability to inspect or investigateregistered firms completely announced by the PCAOB on December 16,2021.Notwithstanding the forgoing,in the event it is later dete

329、rmined that the PCAOB is unable to inspect or investigatecompletely the Companys auditor because of any regulatory change or step taken by PRC regulators that does not permit TPS Thayer,LLC to provide audit documentations located in mainlandChina or Hong Kong to the PCAOB for inspection or investiga

330、tion,then such lack of inspection could cause trading in the Companys securities to be prohibited under the HFCA Act ultimately resultin a determination by a securities exchange to delist the Companys securities.In addition,under the HFCA Act,as amended by AHFCAA,our securities may be prohibited fro

331、m trading on theNasdaq or other U.S.stock exchanges if our auditor is not inspected by the PCAOB for two consecutive years,and this ultimately could result in our Ordinary Shares being delisted by and exchange.See“Risk Factors Risks Related to Doing Business in China Recent joint statement by the SE

332、C and the PCAOB,proposed rule changes submitted by Nasdaq,and an act passed by the USSenate all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors,especially the non-U.S.auditors who are notinspected by the PC

333、AOB.These developments could add uncertainties to our offering,”starting on page 58 of this prospectus.Implications of Being an Emerging Growth Company As a company with less than$1.235 billion in revenue for our last fiscal year,we qualify as an“emerging growth company”pursuant to the Jumpstart Our Business Startups Act of 2012(the“JOBSAct”).An emerging growth company may take advantage of specif