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United States securities and exchange commission logo
October 23, 2023
Kai Huang
Chief Financial Officer
ZJK Industrial Co., Ltd.
No.8, Jingqiang Road, 138 Industrial Zone
Xiuxin Community, Kengzi Town
Pingshan New Area
Shenzhen, PRC
Re:ZJK Industrial Co., Ltd.
Draft Registration Statement on Form F-1
Filed September 26, 2023
File No. 377-06892
Dear Kai Huang:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1
General
1.Please note the financial statement updating requirements as set forth in Item 8.A.5 of the
Form 20-F.  In this regard, the next submission should also include unaudited interim
financial statements and related financial information for the six months ended June 30,
2023 and 2022.

2.Please supplementary provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communication.

 FirstName LastNameKai Huang
 Comapany NameZJK Industrial Co., Ltd.
 October 23, 2023 Page 2
 FirstName LastName
Kai Huang
ZJK Industrial Co., Ltd.
October 23, 2023
Page 2
3. Please disclose whether and how your business segments, products, lines of service,
projects, or operations are materially impacted by supply chain disruptions, especially in
light of in light of the effectiveness of the Uyghur Forced Labor Protection Act (the
"UFLPA"). For example, discuss whether you have or expect to:
•suspend the production, purchase, sale or maintenance of certain items due to a lack
of raw materials, parts, or equipment; inventory shortages; closed factories or stores;
reduced headcount; or delayed projects;
•experience labor shortages that impact your business;
•experience cybersecurity attacks in your supply chain;
•experience higher costs due to constrained capacity or increased commodity prices or
challenges sourcing materials (e.g. steel, lithium, nickel, manganese, beryllium,
copper, gold or other raw material sourced from Western China);
•experience surges or declines in consumer demand for which you are unable to
adequately adjust your supply;
•be unable to supply products at competitive prices or at all due to export restrictions,
sanctions, tariffs, trade barriers, or political or trade tensions among countries; or
•be exposed to supply chain risk in light of the effectiveness of the UFLPA and/or
related geopolitical tension.
Explain whether and how you have undertaken efforts to mitigate the impact and where
possible quantify the impact to your business.
Cover Page
4.Please disclose prominently on the prospectus cover page that you are not a Chinese
operating company but a Cayman Islands holding company with operations conducted by
your subsidiaries and through contractual arrangements with a variable interest entity
(VIE) based in China and that this structure involves unique risks to investors. If true,
disclose that these contracts have not been tested in court. Explain whether the VIE
structure is used to provide investors with exposure to foreign investment in China-based
companies where Chinese law prohibits direct foreign investment in the operating
companies, and disclose that investors may never hold equity interests in the Chinese
operating company. Your disclosure should acknowledge that Chinese regulatory
authorities could disallow this structure, which would likely result in a material change in
your operations and/or a material change in the value of the securities you are registering
for sale, including that it could cause the value of such securities to significantly decline
or become worthless. Provide a cross-reference to your detailed discussion of risks facing
the company and the offering as a result of this structure.
5.Provide a description of how cash is transferred through your organization and disclose
your intentions to distribute earnings or settle amounts owed under the VIE agreements.
State whether any transfers, dividends, or distributions have been made to date between
the holding company, its subsidiaries, and consolidated VIEs, or to investors, and quantify
the amounts where applicable.

 FirstName LastNameKai Huang
 Comapany NameZJK Industrial Co., Ltd.
 October 23, 2023 Page 3
 FirstName LastName
Kai Huang
ZJK Industrial Co., Ltd.
October 23, 2023
Page 3
Commonly Used Define Terms, page 10
6.Please consider expanding the last paragraph on page 11 to also discuss your 1:2 share
split that occurred on June 19, 2023 and how all related share information has been
retroactively reflected.  In this regard, we note disclosure on page F-33 that the shares and
per share information are presented on a retroactive basis for the periods presented, to
reflect the reorganization completed on March 28, 2023 and share split that occurred on
June19, 2023.  This information should also be included in a more prominent location
within the filing.

Prospectus Summary, page 12
7.Please clarify in the last sentence of the introductory paragraph on page 12 that the
consolidated financial statements included in the prospectus are for the years ended
December 31, 2022 and 2021.  Your current disclosure states for the years ended
December 31, 2021 and 2020.

8.We note that the consolidated VIEs constitute a material part of your consolidated
financial statements. Please provide in tabular form a condensed consolidating schedule
that disaggregates the operations and depicts the financial position, cash flows, and results
of operations as of the same dates and for the same periods for which audited consolidated
financial statements are required. The schedule should present major line items, such as
revenue and cost of goods/services, and subtotals and disaggregated intercompany
amounts, such as separate line items for intercompany receivables and investment in
subsidiary. The schedule should also disaggregate the parent company, the VIEs and its
consolidated subsidiaries, the WFOEs that are the primary beneficiary of the VIEs, and an
aggregation of other entities that are consolidated. The objective of this disclosure is to
allow an investor to evaluate the nature of assets held by, and the operations of, entities
apart from the VIE, as well as the nature and amounts associated with intercompany
transactions. Any intercompany amounts should be presented on a gross basis and when
necessary, additional disclosure about such amounts should be included in order to make
the information presented not misleading.

9.Disclose clearly that the company uses a structure that involves a VIE based in China and
what that entails, and provide early in the summary a diagram of the company’s corporate
structure, identifying the person or entity that owns the equity in each depicted entity.
Describe all contracts and arrangements through which you claim to have economic rights
and exercise control that results in consolidation of the VIE’s operations and financial
results into your financial statements. Identify clearly the entity in which investors are
purchasing their interest and the entity(ies) in which the company’s operations are
conducted. Describe the relevant contractual agreements between the entities and how this
type of corporate structure may affect investors and the value of their investment,

 FirstName LastNameKai Huang
 Comapany NameZJK Industrial Co., Ltd.
 October 23, 2023 Page 4
 FirstName LastNameKai Huang
ZJK Industrial Co., Ltd.
October 23, 2023
Page 4
including how and why the contractual arrangements may be less effective than direct
ownership and that the company may incur substantial costs to enforce the terms of the
arrangements. Disclose the uncertainties regarding the status of the rights of the Cayman
Islands holding company with respect to its contractual arrangements with the VIE, its
founders and owners, and the challenges the company may face enforcing these
contractual agreements due to legal uncertainties and jurisdictional limits.
10.It is unclear from your disclosure whether the Cayman Islands holding company controls
and receives the economic benefits of the VIE’s business operations through contractual
agreements between the VIE and your Wholly Foreign-Owned Enterprise (WFOE) and
that those agreements are designed to provide your WFOE with the power, rights, and
obligations equivalent in all material respects to those it would possess as the principal
equity holder of the VIE. We also note your disclosure that the Cayman Islands holding
company is the primary beneficiary of the VIE. However, neither the investors in the
holding company nor the holding company itself have an equity ownership in, direct
foreign investment in, or control of, through such ownership or investment, the VIE.
Accordingly, please refrain from implying that the contractual agreements are equivalent
to equity ownership in the business of the VIE. Any references to control or benefits that
accrue to you because of the VIE should be limited to a clear description of the conditions
you have satisfied for consolidation of the VIE under U.S. GAAP. Additionally, your
disclosure should clarify that you are the primary beneficiary of the VIE for accounting
purposes. Please also disclose, if true, that the VIE agreements have not been tested in a
court of law.
Corporate Structure, page 17
11.Please include a paragraph discussion disclosing that Zhongjinke Shenzhen is a variable
interest entity ("VIE"), and that it along with its related consolidated and unconsolidated
entities, is a domestic company incorporated in mainland China in which you do not have
any equity ownership but whose financial results have been consolidated into your
consolidated financial statements based solely on contractual arrangements in accordance
with U.S. GAAP.  In this regard, also disclose that as a result of your 100% indirect
ownership of Zhongjinke WFOE and the contractual arrangements with the VIE, you are
regarded as the primary beneficiary of the VIE and that you treat the variable interest
entity as the consolidated VIE under U.S. GAAP, which generally refers to an entity in
which you do not have any equity interest, but consolidate as you have a controlling
financial interest in that entity.

12.Refer to the diagram of your corporate legal structure on pages 18 and 92.  Please disclose
whom holds the respective 49% and 51% interest in the PRC entities Zhongjinke Nanjing
and PSM-ZJK.  Also on page 91 regarding the discussion of the January 10, 2023 share
exchange agreement with Ms. Yingjing Deng, describe the ownership structure between
Galaxy Exploration and Zhongjinke Shenzhen prior to and after this agreement, as it is not

 FirstName LastNameKai Huang
 Comapany NameZJK Industrial Co., Ltd.
 October 23, 2023 Page 5
 FirstName LastNameKai Huang
ZJK Industrial Co., Ltd.
October 23, 2023
Page 5
clear as to the ownership interest or common control interests of Ms. Deng in either
company before the share exchange agreement with Zhongjinke HK.

Summary Consolidated Financial and Operating Data, page 32
13.We note from the introductory paragraph that you are presenting summary consolidated
balance sheet data as of December 31, 2022 and 2021; however, we are not able to locate
this balance sheet information.  Please revise accordingly to present the data.

Risk Factors, page 33
14.Revise your risk factors to acknowledge that if the PRC government determines that the
contractual arrangements constituting part of the VIE structure do not comply with PRC
regulations, or if these regulations change or are interpreted differently in the future, the
securities you are registering may decline in value or become worthless if the
determinations, changes, or interpretations result in your inability to assert contractual
control over the assets of your PRC subsidiaries or the VIEs that conduct all or
substantially all of your operations.
15.Given the significant oversight and discretion of the government of the People’s Republic
of China (PRC) over the operations of your business, please describe any material impact
that intervention or control by the PRC government has or may have on your business or
on the value of your securities.  We remind you that, pursuant to federal securities rules,
the term “control” (including the terms “controlling,” “controlled by,” and “under
common control with”) means “the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of a person, whether through the
ownership of voting securities, by contract, or otherwise.”
16.Please describe the extent and nature of the role of the board of directors in overseeing
cybersecurity risks, including in connection with the company’s supply
chain/suppliers/service providers.
Any disruption in the supply chain of raw materials and our products could adversely impact our
ability to produce and deliver products., page 34
17.We note your risk factor on page 34 regarding supply chain issues.  Please discuss
whether supply chain disruptions materially affect your outlook or business goals. Specify
whether these challenges have materially impacted your results of operations or capital
resources and quantify, to the extent possible, how your sales, profits, and/or liquidity
have been impacted.
18.We note your risk factor on page 34 indicating that price increases could affect your
prices for your raw materials and your products. Please update this risk factor in future
filings if recent inflationary pressures have materially impacted your operations. In this
regard, identify the types of inflationary pressures you are facing and how your business

 FirstName LastNameKai Huang
 Comapany NameZJK Industrial Co., Ltd.
 October 23, 2023 Page 6
 FirstName LastNameKai Huang
ZJK Industrial Co., Ltd.
October 23, 2023
Page 6
has been affected.
Risks Related to This Offering and the Ordinary Shares
If we fail to establish and maintain proper internal financial reporting controls, our ability to
produce accurate financial...be impaired., page 70
19.In the first sentence of the second paragraph, please update this disclosure as of the year
ended December 31, 2022.  Your current disclosure appears to pertain to the prior year
ended December 31, 2021.  Also, in the third paragraph, clarify that you will be required
to include a report from management on your internal control over financial reporting in
your annual report on Form 20-F beginning with the year ended December 31, 2024.
Your current disclosure states the fiscal year ending December 31, 2022.  In this regard,
pursuant to Item 308 of Regulation S-K, such management's report on your internal
control over financial reporting will be required beginning with your second annual report
on Form 20-F after becoming a public company.

Capitalization, page 77
20.We note disclosure on page F-31 that your other long-term debts include your factory
mortgage loan and commercial vehicle mortgage loan.  Please expand the table to also
include both your short-term bank borrowings and the other long-term indebtedness.  The
total capitalization amount should be reflective of your total debt and equity.

Dilution, page 78
21.Refer to the third sentence of the first paragraph where you disclose pro forma net tangible
book value per Ordinary Share is cal