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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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ZJK Industrial Co., Ltd. (Name of Issuer) |
Class A ordinary shares, par value US$0.000016666667 per share (Title of Class of Securities) |
(CUSIP Number) |
03/31/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Vimisci Holding Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,624,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
14.96 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Note for Rows 6, 8 and 9: Represents 9,624,000 Class A ordinary shares beneficially owned by the reporting person, consisting of (i) 7,824,000 Class A ordinary shares (the "Class A Ordinary Shares"), par value US$0.000016666667 per share of ZJK Industrial Co., Ltd. (the "Issuer") held by Vimisci Holding Limited, and (ii) 1,800,000 Class A ordinary shares issuable to Vimisci Holding Limited upon the conversion of 1,800,000 Class B ordinary shares (the "Class B Ordinary Shares"), par value US$0.000016666667 per share, of the Issuer, held by it. (the "Class B Ordinary Shares Ordinary Shares"), par value US$0.000016666667 per share, of the Issuer, held by it. Class B Ordinary Shares are convertible into Class A Ordinary Shares at any time after issuance at the option of the holder on a one-for-one basis. Holders of Class B Ordinary Shares are entitled to thirty (30) votes per share, and holders of Class A Ordinary Shares are entitled to one (1) vote per share, on all matters decided by poll at any general meeting. Vimisci Holding Limited is a limited liability company incorporated under the British Virgin Islands laws. The person having voting, dispositive or investment powers over Vimisci Holding Limited is Kai Huang. As a result of share capital reorganization of the Issuer, effective on March 16, 2026, the Issuer re-designated and re-classified its authorized and issued share capital, pursuant to which, among other things, 1,800,000 shares held by Vimisci Holding Limited were re-designated and re-classified as Class B Ordinary Shares on a one-for-one basis and the remaining shares held by Vimisci Holding Limited were re-designated and re-classified as Class A Ordinary Shares on a one-for-one basis.
Note for Row 11: Percentage of beneficial ownership is based on 64,322,249 ordinary shares of the Issuer, comprising of 55,322,249 Class A Ordinary Shares and 9,000,000 Class B Ordinary Shares, outstanding as of March 31, 2026 according to records of the Issuer.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Huang Kai | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,624,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
14.96 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note for Rows 5, 7 and 9: Represents an aggregate of 9,624,000 Class A Ordinary SharesShares beneficially owned by thethe reporting person, consisting of (i) 7,824,000 Class A Ordinary Shares Ordinary Sharesheld by Vimisci Holding Limited, and (ii) 1,800,000 Class A Ordinary Shares issuable to Vimisci Holding Limited upon the conversion of 1,800,000 Class B Ordinary Shares held by Vimisci Holding Limited. Limited.Class B OrdinaryOrdinary shares are convertible into Class A ordinary shares at any time after issuance at the option of the holder on a one-for-one basis. Holders of Class B Ordinary Shares are entitled to thirty (30) votes per share, and holders of Class A Ordinary Shares are entitled to one (1) vote per share, on all matters decided by poll at any general meeting. As a result of share capital reorganization of the Issuer, effective on March 16, 2026, the Issuer re-designated and re-classified its authorized and issued share capital, pursuant to which, among other things, 1,800,000 shares held by Vimisci Holding Limited were re-designated and re-classified as Class B Ordinary Shares on a one-for-one basis and the remaining shares held by Vimisci Holding Limited were re-designated and re-classified as Class A Ordinary Shares on a one-for-one basis.
Note for Row 11: Percentage of beneficial ownership is based on 64,322,249 ordinary shares of the Issuer, comprising of 55,322,249 Class A Ordinary Shares and 9,000,000 Class B Ordinary Shares, outstanding as of March 31, 2026 according to records of the Issuer.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
ZJK Industrial Co., Ltd. | |
| (b) | Address of issuer's principal executive offices:
No.8, Jingqiang Road, 138 Industrial Zone, Xiuxin Community, Kengzi Town, Pingshan New Area, Shenzhen People's Republic of China, 518122 | |
| Item 2. | ||
| (a) | Name of person filing:
Vimisci Holding Limited Kai Huang | |
| (b) | Address or principal business office or, if none, residence:
For Vimisci Holding Limited and Kai Huang: No.8, Jingqiang Road, 138 Industrial Zone, Xiuxin Community, Kengzi Town, Pingshan New Area, Shenzhen People's Republic of China, 518122 | |
| (c) | Citizenship:
Vimisci Holding Limited: The British Virgin Islands Kai Huang: The People's Republic of China | |
| (d) | Title of class of securities:
Class A ordinary shares, par value US$0.000016666667 per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by Items 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference. | |
| (b) | Percent of class:
The information required by Items 4(b) is set forth in Row 11 of the cover page for each Reporting Person and is incorporated herein by reference. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The information required by Items 4(c) is set forth in Rows 5-8 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
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| (iii) Sole power to dispose or to direct the disposition of:
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| (iv) Shared power to dispose or to direct the disposition of:
- | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 1 : Joint Filing Agreement |
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-l(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
Date: February 13, 2025
| Vimisci Holding Limited | |||
| By: | /s/ Kai Huang | ||
| Name: | Kai Huang | ||
| Title: | Director | ||
| Kai Huang | ||
| By: | /s/ Kai Huang | |