ZJK 6-K

ZJK Industrial Co., Ltd. (ZJK)

6-K 2026-03-18 For: 2026-03-17

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Added on April 07, 2026

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Exhibit No.		Description
3.1		Third Amended and Restated Memorandum of Association of ZJK Industrial Co., Ltd.
99.1		Press Release dated March 16, 2026

	ZJK Industrial Co., Ltd.

Date: March 17, 2026	By:	/s/ Ning Ding
	Name:	Ning Ding
	Title:	Chief Executive Officer, Chairman of the Board and Director

CONTENTS

1	Definitions, interpretation and exclusion of Table A	1
Definitions		1
Interpretation		4
Exclusion of Table A Articles		5

2	Shares	5
Power to issue Shares and options, with or without special rights		5
Power to issue fractions of a Share		6
Power to pay commissions and brokerage fees		7
Trusts not recognised		7
Security interests		7
Power to vary class rights		7
Effect of new Share issue on existing class rights		8
No bearer Shares or warrants		8
Treasury Shares		8
Rights attaching to Treasury Shares and related matters		8
Register of Members		9
Annual Return		9

3	Share certificates	9
Issue of share certificates		9
Renewal of lost or damaged share certificates		10

4	Lien on Shares	10
Nature and scope of lien		10
Company may sell Shares to satisfy lien		11
Authority to execute instrument of transfer		11
Consequences of sale of Shares to satisfy lien		11
Application of proceeds of sale		12

5	Calls on Shares and forfeiture	12
Power to make calls and effect of calls		12
Time when call made		12
Liability of joint holders		12
Interest on unpaid calls		13
Deemed calls		13
Power to accept early payment		13
Power to make different arrangements at time of issue of Shares		13
Notice of default		13
Forfeiture or surrender of Shares		14
Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender		14
Effect of forfeiture or surrender on former Member		14
Evidence of forfeiture or surrender		15
Sale of forfeited or surrendered Shares		15

6	Transfer of Shares	15
Form of transfer		15
Power to refuse registration		15
Notice of refusal to register		16
Power to suspend registration		16
Company may retain instrument of transfer		16

7	Transmission of Shares	16

Persons entitled on death of a Member		16
Registration of transfer of a Share following death or bankruptcy		16
Indemnity		17
Rights of person entitled to a Share following death or bankruptcy		17

8	Alteration of capital	17
Increasing, consolidating, converting, dividing and cancelling share capital		17
Dealing with fractions resulting from consolidation of Shares		18
Reducing share capital		18

9	Conversion, redemption and purchase of own Shares	18
Power to issue redeemable Shares and to purchase own Shares		18
Power to pay for redemption or purchase in cash or in specie		19
Effect of redemption or purchase of a Share		19
Conversion rights Class B Ordinary Shares		19

10	Meetings of Members	20
Annual and extraordinary general meetings		20
Power to call meetings		20
Content of notice		21
Period of notice		21
Record date and persons entitled to receive notice		22
Accidental omission to give notice or non-receipt of notice		22

11	Proceedings at meetings of Members	22
Quorum		22
Lack of quorum		23
Chairman		23
Right of a Director to attend and speak		23
Accommodation of Members attending meeting virtually		23
Security		23
Adjournment, postponement and cancellation		24
Method of voting		24
Outcome of vote by show of hands		24
Withdrawal of demand for a poll		24
Taking of a poll		25
Chairman’s casting vote		25
Written resolutions		25
Sole-Member Company		26

12	Voting rights of Members	26
Right to vote		26
Voting rights		26
Rights of joint holders		27
Representation of corporate Members		27
Member with mental disorder		27
Objections to admissibility of votes		28
Form of proxy		28
How and when proxy is to be delivered		28
Voting by proxy		30

13	Number of Directors	30

14	Appointment, disqualification and removal of Directors	30
First Directors		30
No age limit		30

Corporate Directors		31
No shareholding qualification		31
Appointment of Directors		31
Term of appointment		31
Eligibility		31
Removal of Directors		31
Resignation of Directors		32
Termination of the office of Director		32

15	Alternate Directors	32
Appointment and removal		32
Notices		33
Rights of alternate Director		33
Appointment ceases when the appointor ceases to be a Director		33
Status of alternate Director		34
Status of the Director making the appointment		34

16	Powers of Directors	34
Powers of Directors		34
Directors below the minimum number		34
Appointments to office		35
Provisions for employees		35
Exercise of voting rights		35
Remuneration		36
Disclosure of information		36

17	Delegation of powers	36
Power to delegate any of the Directors’ powers to a committee		36
Local boards		37
Power to appoint an agent of the Company		37
Power to appoint an attorney or authorised signatory of the Company		38
Borrowing Powers		38
Corporate Governance		38

18	Meetings of Directors	38
Regulation of Directors’ meetings		38
Calling meetings		39
Notice of meetings		39
Use of technology		39
Quorum		39
Chairman or deputy to preside		39
Voting		39
Recording of dissent		39
Written resolutions		40
Validity of acts of Directors in spite of formal defect		40

19	Permissible Directors' interests and disclosure	40
Permissible interests subject to disclosure		40
Notification of interests		41
Voting where a Director is interested in a matter		41

20	Minutes	42

21	Accounts and audit	42
Auditors		42

22	Record dates	43

23	Dividends	43
Source of dividends		43
Declaration of dividends by Members		43
Payment of interim dividends and declaration of final dividends by Directors		43
Apportionment of dividends		44
Right of set off		44
Power to pay other than in cash		44
How payments may be made		45
Dividends or other monies not to bear interest in absence of special rights		45
Dividends unable to be paid or unclaimed		45

24	Capitalisation of profits	46
Capitalisation of profits or of any share premium account or capital redemption reserve;		46
Applying an amount for the benefit of Members		46

25	Share Premium Account	46
Directors to maintain share premium account		46
Debits to share premium account		47

26	Seal	47
Company seal		47
Duplicate seal		47
When and how seal is to be used		47
If no seal is adopted or used		47
Power to allow non-manual signatures and facsimile printing of seal		48
Validity of execution		48

27	Indemnity	48
Release		49
Insurance		49

28	Notices	49
Form of notices		49
Electronic communications		50
Persons entitled to notices		51
Persons authorised to give notices		51
Delivery of written notices		51
Joint holders		51
Signatures		51
Giving notice to a deceased or bankrupt Member		52
Date of giving notices		52
Saving provision		52

29	Authentication of Electronic Records	52
Application of Articles		52
Authentication of documents sent by Members by Electronic means		53
Authentication of document sent by the Secretary or Officers of the Company by Electronic
means		53
Manner of signing		54
Saving provision		54

30	Transfer by way of continuation	54

31	Winding up	55
Distribution of assets in specie		55
No obligation to accept liability		55

32	Amendment of Memorandum and Articles	55
Power to change name or amend Memorandum		55
Power to amend these Articles		55

Method for giving notices	When taken to be given
(A) Personally	At the time and date of delivery
(B) By leaving it at the Member’s registered address	At the time and date it was left
(C) By posting it by prepaid post to the street or postal address of that recipient	48 hours after the date it was posted
(D) By Electronic Record (other than publication on a website), to recipient’s Electronic address	48 hours after the date it was sent
(E) By publication on a website	24 hours after the date on which the Member is deemed to have been notified of the publication of the notice or document on the website