正康国际 2025年年度报告和过渡报告

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 36,147,625 ordinary shares as ofSeptember 30, 2024. If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,”“accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 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 periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) by the registered public accounting firm that prepared or issued its audit report. ☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error topreviously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executiveofficers during the relevant recovery period pursuant to §240.10D-1(b). ☐Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17☐ Item 18 Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to thedistribution of securities under a plan confirmed by a court. Table of Contents PagePART I5ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS5ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE5ITEM 3.KEY INFORMATION5ITEM 4.INFORMATION ON THE COMPANY39ITEM4A.UNRESOLVED STAFF COMMENTS61ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS61ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES75ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS83ITEM 8.FINANCIAL INFORMATION85ITEM 9.THE OFFER AND LISTING88ITEM 10.ADDITIONAL INFORMATION88ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK98ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES99PART II100ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES100ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS ANDUSE OF PROCEEDS100ITEM 15.CONTROLS AND PROCEDURES100ITEM 16.[RESERVED]101ITEM16A.AUDIT COMMITTEE FINANCIAL EXPERT101ITEM16B.CODE OF ETHICS101ITEM16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES101ITEM16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES102ITEM16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATEDPURCHASERS102ITEM16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT102ITEM16G.CORPORATE GOVERNANCE103ITEM16H.MINE SAFETY DISCLOSURE103ITEM16I.DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENTINSPECTION103ITEMINSIDER TRADING POLICIES104 16J.ITEM16K.CYBERSECURITY104PART III104ITEM 17.FINANCIAL STATEMENTS104ITEM 18.FINANCIAL STATEMENTS104ITEM 19.EXHIBITS105 Conventions Used in this Annual Report Except where the context otherwise requires and for purposes of this annual report on Form 20-F only,“we,” “us,” “our company,” “Company,” “our” and “ZK” refer to ZK International Group Co., Ltd., a British VirginIslands company limited by ordinary shares (“ZK International” when individually referenced) and, in the context ofdescribing our operations and consolidated financial information, to ZK International and: ●Wenzhou Weijia Pipeline Development Co., Ltd. (also referred to as ☐☐☐☐☐☐☐☐☐☐☐☐ in China), a PRCcompany (“Wenzhou Weijia” when individually referenced), which is a wholly-owned subsidiary ofZK Pipe;●Wenzhou Zhengfeng Industry and Trade Co., Ltd. (also referred to as ☐☐☐☐☐☐☐☐☐☐ in China), a PRCcompany (“Wenzhou Zhengfeng” when individually referenced), which is a w