ZK International Group Co., Ltd.
For the period ended Sep 30, 2025. Filed Feb 4, 2026.
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The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.
FY2025 · Filed Feb 4, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30,2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-38146
ZK INTERNATIONAL GROUP CO., LTD.
正康国际集团有限公司
(Exact name of Registrant as specified in its charter)
British Virgin Islands
(Jurisdiction of incorporation or organization)
c/o Zhejiang Zhengkang Industrial Co., Ltd.
No. 678 Dingxiang Road, Binhai Industrial Park
Economic & Technology Development Zone
People’s Republic of China
(Address of principal executive offices)
Di Chen,Corporate Secretary
+86-577 -86852999
zjzk@cn-zk.cn
c/o Zhejiang Zhengkang Industrial Co., Ltd.
No. 678 Dingxiang Road, Binhai Industrial Park
Economic & Technology Development Zone
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Ordinary shares, no par value per share | ZKIN | Nasdaq Capital Market |
Securities registered or to be registered pursuant to Section 12(g) of the Act:None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None
Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report:6,612,308 ordinary shares as of September 30, 2025.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐ Yes ☒No
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.
☐ Yes ☒No
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒Yes ☐ No
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).
☒Yes ☐ No
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.
| Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☒ |
|---|---|---|
| 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 for 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 Section 404(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 to previously 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 registrants executive officers 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:
| U.S. GAAP ☒ | International Financial Reporting Standards as issued | Other ☐ |
|---|---|---|
| by the International Accounting Standards Board ☐ |
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
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).
☐ Yes☒ No
Table of Contents
| Page | ||
|---|---|---|
| PART I | 1 | |
| ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS | 1 |
| ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE | 1 |
| ITEM 3. | KEY INFORMATION | 1 |
| ITEM 4. | INFORMATION ON THE COMPANY | 24 |
| ITEM 4A. | UNRESOLVED STAFF COMMENTS | 46 |
| ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS | 46 |
| ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES | 59 |
| ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS | 65 |
| ITEM 8. | FINANCIAL INFORMATION | 66 |
| ITEM 9. | THE OFFER AND LISTING | 69 |
| ITEM 10. | ADDITIONAL INFORMATION | 78 |
| ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 78 |
| ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES | 79 |
| PART II | 80 | |
| ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES | 80 |
| ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 80 |
| ITEM 15. | CONTROLS AND PROCEDURES | 80 |
| ITEM 16. | [RESERVED] | 81 |
| ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT | 81 |
| ITEM 16B. | CODE OF ETHICS | 81 |
| ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 81 |
| ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES | 82 |
| ITEM 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS | 82 |
| ITEM 16F. | CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT | 82 |
| ITEM 16G. | CORPORATE GOVERNANCE | 82 |
| ITEM 16H. | MINE SAFETY DISCLOSURE | 83 |
| ITEM 16I. | DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTION | 83 |
| ITEM 16J. | INSIDER TRADING POLICIES | 83 |
| ITEM 16K. | CYBERSECURITY | 83 |
| PART III | 84 | |
| ITEM 17. | FINANCIAL STATEMENTS | 84 |
| ITEM 18. | FINANCIAL STATEMENTS | 84 |
| ITEM 19. | EXHIBITS | 84 |
i
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 Virgin Islands company limited by ordinary shares (ZK International when individually referenced) and, in the context of describing our operations and consolidated financial information, to ZK International and:
| ● | Wenzhou Weijia Pipeline Development Co., Ltd. (also referred to as 温州维佳管道发展有限公司 in China), a PRC company (Wenzhou Weijia when individually referenced), which is a wholly-owned subsidiary of ZK Pipe; |
| ● | Wenzhou Zhengfeng Industry and Trade Co., Ltd. (also referred to as 温州正丰工贸有限公司 in China), a PRC company (Wenzhou Zhengfeng when individually referenced), which is a wholly-owned subsidiary of Zhejiang Zhengkang; and |
| ● | xSigma Corporation, a British Virgin Islands company limited by ordinary shares (xSigma Corporation when individually referenced), 51% of its equity interest is held by ZK International; |
| ● | xSigma Collectibles Limited, a British Virgin Islands company limited by ordinary shares (xSigma Collectibles when individually referenced), a wholly-owned subsidiary of ZK International; |
| ● | xSigma Entertainment Limited, a British Virgin Islands company limited by ordinary shares (xSigma Entertainment when individually referenced), a wholly-owned subsidiary of ZK International; |
| ● | xSigma Trading, LLC, a Delaware limited liability company (xSigma Trading, LLC when individually referenced), a wholly-owned subsidiary of xSigma Corporation; |
| ● | ZK International Uganda Limited, a company incorporated under the laws of the Republic of Uganda (ZK Uganda when individually referenced), 80% of its equity interest is held by ZK International; |
| ● | ZK Pipe Industry Co., Ltd., a Hong Kong limited company (ZK Pipe when individually referenced), which is a wholly-owned subsidiary of ZK International; |
| ● | Zhejiang Zhengkang Industrial Co., Ltd. (also referred to as 浙江正康实业股份有限公司 in China), a PRC company (Zhejiang Zhengkang when individually referenced), 99% of its equity interest is held by Wenzhou Weijia; |
| ● | Hongyun (Wenzhou) Global Trading Limited. (also referred to as 宏蕴(温州)国际贸易有限公司 in China), a PRC company (Hongyun when individually referenced), 100% of its equity interest is held by Wenzhou Weijia; |
| ● | Wenzhou Suona Piping Limited. (also referred to as 温州索纳管业有限公司 in China), a PRC company (Suona when individually referenced), 99% of its equity interest is held by Wenzhou Weijia; |
Investors are cautioned that you own interest in ZK International, the holding company established in the British Virgin Islands that does not have conduct material operations. ZK International conducts business through its subsidiaries, primarily based in China.
This annual report contains translations of certain RMB amounts into U.S. dollar amounts at a specified rate solely for the convenience of the reader. All reference to U.S. dollars, USD, US$ or $ are to United States dollars. The exchange rates in effect as of September 30, 2025, 2024 and 2023 were US $1.00 for RMB 7.1190, RMB 7.0176, and RMB 7.2960, respectively. The average exchange rates for the years ended September 30, 2025, 2024 and 2023 were US $1.00 for RMB 7.2125, RMB 7.2043, and RMB 7.0533, respectively. We use period-end exchange rates for assets and liabilities and average exchange rates for revenue and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. Any discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding.
We obtained the industry and market data used in this annual report or any document incorporated by reference from industry publications, research, surveys and studies conducted by third parties and our own internal estimates based on our managements knowledge and experience in the markets in which we operate. We did not, directly or indirectly, sponsor or participate in the publication of such materials, and these materials are not incorporated in this annual report other than to the extent specifically cited in this annual report. We have sought to provide current information in this annual report and believe that the statistics provided in this annual report remain up-to-date and reliable, and these materials are not incorporated in this annual report other than to the extent specifically cited in this annual report.
ii
SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
Certain matters discussed in this report may constitute forward-looking statements for purposes of the Securities Act of 1933, as amended (the Securities Act), and the Securities Exchange Act of 1934, as amended (the Exchange Act), and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. The words expect, anticipate, intend, plan, believe, seek, estimate, and similar expressions are intended to identify such forward-looking statements. Our actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of factors, including, without limitation, those discussed under Item 3 Key Information Risk Factors, Item 4 Information on the Company, Item 5 Operating and Financial Review and Prospects, and elsewhere in this report, as well as factors which may be identified from time to time in our other filings with the Securities and Exchange Commission (the SEC) or in the documents where such forward-looking statements appear. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements.
Forward-looking statements contained in this report include, but are not limited to, statements about our ability to:
| ● | Execute on our business strategy; |
| ● | Attract, train and retain effective officers, key employees and directors; |
| ● | Identify, evaluate and consummate strategic opportunities in ways that maximize stockholder value; |
| ● | Anticipate and react to regulatory changes and uncertainty |
| ● | Anticipate the impact of, and respond to applicable new accounting standards; |
| ● | Respond to fluctuations in commodity prices and foreign currency exchange rates and political unrest and regulatory changes in international markets from various events; |
| ● | Maintain our listing on the Nasdaq stock exchange; and/or Continue as a going concern. |
Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of whether, or the times by which, our performance or results may be achieved. Forward-looking statements are based on information available at the time those statements are made and management’s belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.
The forward-looking statements contained in this report reflect our views and assumptions only as of the date this report is signed. Except as required by law, we assume no responsibility for updating any forward-looking statements.
iii
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.