ZK International Group Director Resigns

TL;DR

ZK International Group director Xuejie Lyu resigned June 13th, impacting audit & compensation committees.

AI Summary

ZK International Group Co., Ltd. announced on July 23, 2024, that Ms. Xuejie Lyu resigned from her positions as Independent Director, Chair of the Audit Committee, Chair of the Compensation Committee, and a member of several other committees, effective June 13, 2024. The company is incorporated in the PRC and its fiscal year ends on September 30.

Why It Matters

A change in key leadership roles, especially on audit and compensation committees, can signal shifts in corporate governance or financial oversight that investors should monitor.

Risk Assessment

Risk Level: medium — Director resignations, particularly from key committees, can indicate internal issues or changes that may affect the company's stability and future performance.

Key Players & Entities

• ZK International Group Co., Ltd. (company) — Filer of the report
• Xuejie Lyu (person) — Independent Director who resigned
• June 13, 2024 (date) — Effective date of resignation
• July 23, 2024 (date) — Filing date of the report

FAQ

Key Financial Figures

• $8,276 — ve an annual compensation of RMB60,000 ($8,276), effective upon approval of the resolu
• $1.00 — mon stock of the Target at a price of US$1.00 per share (the "Investment"). The Compa

Filing Documents

• tm2419975d1_6k.htm (6-K) — 19KB
• tm2419975d1_ex99-1.htm (EX-99.1) — 23KB
• tm2419975d1_ex99-2.htm (EX-99.2) — 141KB
• tm2419975d1_ex99-3.htm (EX-99.3) — 63KB
• 0001104659-24-081915.txt ( ) — 247KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2024 Commission File No. 001-38146 ZK INTERNATIONAL GROUP CO., LTD. (Translation of registrant's name into English) c/o Zhejiang Zhengkang Industrial Co., Ltd. No. 678 Dingxiang Road, Binhai Industrial Park Economic & Technology Development Zone Wenzhou, Zhejiang Province People's Republic of China 325025 Tel: +86-577-86852999 (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F Form 20-F Form 40-F Change of Director On June 13, 2024, Ms. Xuejie Lyu tendered her resignation as an Independent Director, Chair of the Audit Committee, Chair of the Compensation Committee, and a member of the Nomination Committee, the Governance Committee and the Enterprise Risk Oversight Committee of ZK International Group Co., Ltd. (the "Company"). Ms. Lyu's decision to resign did not arise or result from any disagreement with the Company. Effective on June 13, 2024, the Board of Directors (the "Board") appointed Hedong Xu to serve as an Independent Director, Chair of the Audit Committee, Chair of the Compensation Committee, and a member of the Nomination Committee, the Governance Committee and the Enterprise Risk Oversight Committee of the Company to fill in the vacancy created by Ms. Lyu's resignation until the Company's next general meeting of shareholders called for the election of directors and until her successors have been duly elected and qualified. The biographical information of Mr. Xu is set forth below: Hedong Xu , age 48 Mr. Hedong Xu is a seasoned financial professional with over two decades of experience. Mr. Xu has served as the managing partner at Wenzhou Dexin Certified Public Accountants Co., Ltd. since April 2018. Previously, he served as senior partner and department manager at Wenzhou Oujiang Certified Public Accountants Co., Ltd. from January 2006 to March 2018. In 2018, Mr. Xu founded Zhejiang Guanzhongtang Health Industry Co., Ltd., a company focusing on healthcare and agricultural tourism. In 2012, Mr. Xu founded Wenzhou Oujia Enterprise Service Co., Ltd., a company specializing in corporate and tax consulting services. Mr. Xu holds a mid-level accountant certification, and he is also qualified as a Certified Public Accountant, Certified Real Estate Appraiser, and Certified Asset Appraiser. Mr. Xu has engaged in a wide array of services including financial analysis, risk assessment, internal control and advisory services for investment and financing projects, corporate mergers and acquisitions, and shareholding system reforms. Mr. Xu received his bachelor's degrees in accounting from the Open University of China. The Board has determined Mr. Xu is an independent director under the applicable rules and regulations of the U.S. Securities and Exchange Commission and rules of The Nasdaq Stock Market ("Nasdaq"). He has no family relationships with any of the executive officers or directors of the Company and has not been involved in any transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which Mr. Xu was selected as a director. Moreover, the Board has determined that Mr. Xu is an audit committee financial expert as defined by Item 407 of Regulation S-K and, as such, the Board has determined that Mr. Xu is financially sophisticated as defined by rules of Nasdaq. On July 10, 2024, the Company entered into a director offer letter with Mr. Xu pursuant to which Mr. Xu shall receive an annual compensation of RMB60,000 ($8,276), effective upon approval of the resolution, until his successor is duly elected and qualified, or until his earlier death, resignation or removal . The foregoing descriptions of director offer letter to Mr. Xu is qualified in their entirety by reference to the full text thereof, which is attached as Exhibits 99.1 hereto and incorporated by reference herein. Entry into a Material Agreement On July 12, 2024, the Company entered into a securities purchase agreement (the "Securities Purchase Agreement") with Recruiter.Com Group, Inc. (NASDAQ: RCRT) (the "Target"), pursuant to which the Company agreed to purchase 2,000,000 shares of common stock of the Target at a price of US$1.00 per share (the "Investment"). The Company has an option to purchase additional 2,000,000 shares at $1.00 per share. The Securities Purchase Agreement contain customary representations and warranties of the Company and the Target, indemnification obligations of the parties, and other obligations and rights of the parties. Additionally, the closing of the Investment is conditioned

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View this 6-K filing on SEC EDGAR