Jin Medical International Ltd. (ZJYL) SEC Filings

Jin Medical International Ltd. (ZJYL) reports that NovastraList Horizon LTD and its sole owner, Chang Gil LEE, beneficially own 7,702,376 Class A ordinary shares. This represents 10.46% of Jin Medical’s Class A ordinary shares, based on 73,663,428 shares outstanding as of July 28, 2026.

NovastraList Horizon LTD holds these shares directly, with sole voting and dispositive power over all 7,702,376 shares. As the 100% owner and sole director of NovastraList Horizon LTD, Chang Gil LEE may be deemed to indirectly beneficially own the same shares, and he has sole voting and dispositive power over them through the entity, while disclaiming beneficial ownership beyond his pecuniary interest.

Jin Medical International Ltd. reported unaudited results for the six months ended March 31, 2026. Total revenue was $8.9 million, down from $9.9 million a year earlier, with gross profit essentially flat at $2.4 million. Net loss attributable to the company was $107,735, or $0.01 per share, similar to the prior-period loss of $89,008, while comprehensive income attributable to the company reached $681,172 due to foreign-currency translation gains. Operating cash flow moved to an outflow of $934,422 from an inflow of $2.6 million. As of March 31, 2026, cash was $9.1 million, short-term investments were $21.0 million, total assets were $55.8 million, and total liabilities were $25.7 million, including $18.0 million of short-term bank loans and a new $2.9 million long-term bank loan.

The company remains highly dependent on a single customer and its subsidiaries, which together accounted for 73.3% of revenue in the period. After the reporting date, Erhua Medical Technology (Changzhou) Co., Ltd. completed a VIE control acquisition of Beijing Tongsheng Technology Co., Ltd., gaining contractual control and rights to substantially all economic benefits of that business. As consideration, Jin Medical issued 64,186,456 Class A ordinary shares to the seller and designees and 6,418,646 Class A shares to a financial advisor, resulting in 78,432,485 ordinary shares outstanding as of July 28, 2026. Shareholders also approved a Third Amended and Restated Memorandum and Articles of Association.

Jin Medical International Ltd. held separate Class A and Class B shareholder meetings, followed by an extraordinary general meeting on July 20, 2026, where shareholders approved significant capital structure and governance changes. As of the June 26, 2026 record date, 6,827,383 Class A ordinary shares and 1,000,000 Class B ordinary shares were outstanding, and 96.99% of total voting power was represented at the extraordinary general meeting.

Shareholders approved increasing authorized share capital to US$15,005,000, including 15,000,000,000 Class A ordinary shares, raising the voting rights of each Class B share from 30 to 800 votes, and adopting a third amended and restated memorandum and articles of association to reflect these changes.

They also approved a related-party share restructuring with Jolly Harmony Enterprises Limited involving the repurchase and cancellation of 3,769,057 Class A shares and the issuance of 3,769,057 Class B shares at a price based on the 90‑day volume weighted average price of the Class A shares, subject to payment and regulatory conditions. In addition, shareholders authorized a VIE-based acquisition of Beijing Tongsheng Technology Co., Ltd., including issuance of 64,186,456 Class A shares at US$1.641 per share as consideration, and approved an advisory engagement with Goldeenridge Ventures Ltd. that provides for potential additional Class A share issuance as compensation, subject to consummation of the acquisition and applicable legal, regulatory and Nasdaq requirements.

Jin Medical International Ltd. reported insider information for director Xue Ning through an initial beneficial ownership statement. The report identifies Ning as a director of Jin Medical but does not list any non-derivative or derivative equity holdings or any insider transactions in the company’s securities as of this filing.

Jin Medical International Ltd. reported that independent director Dr. Jiayuan (James) Tong resigned from the board on July 9, 2026, effective immediately, and stepped down from all committee roles. The company stated that his resignation was not due to any disagreement over operations, policies, or practices.

On July 13, 2026, the board appointed Ning Xue as an independent director, effective July 14, 2026, to fill the vacancy. He becomes chairperson of the Nominating and Corporate Governance Committee and a member of the Audit and Compensation Committees. The board determined he meets Nasdaq and SEC audit committee independence requirements.

Under an Independent Director Agreement, Mr. Xue will serve an initial term from July 14, 2026 to March 27, 2027 and receive US$14,082 in compensation, payable quarterly, plus expense reimbursement. An Indemnification Agreement provides him protection against certain liabilities related to his board service. This governance update is incorporated by reference into the company’s Form F-3 registration statement.

Jin Medical International is amending a prior report mainly to update proxy materials and meeting logistics for July 20, 2026, when Class A holders, Class B holders and all shareholders will vote on major governance and transaction changes.

Key proposals include increasing Class B voting rights from thirty to eight hundred votes per share while Class A stays at one vote, a share capital increase from 45,000,000 to 15,000,000,000 authorized Class A shares, and adopting a new memorandum and articles to reflect these changes. Shareholders will also vote on a related-party repurchase of 3,769,057 Class A shares from Jolly Harmony at a 90‑day VWAP, cancelling them, and issuing 3,769,057 Class B shares to Jolly Harmony at the same VWAP.

Another centerpiece is acquiring contractual control of Beijing Tongsheng Technology via a VIE structure, paying an aggregate US$105,329,974 in the form of 64,186,456 Class A shares at US$1.641 each, plus an expected 6,418,646 Class A shares to Goldeenridge Ventures as advisory compensation. If all steps close, the Seller group would hold about 81.84% of outstanding ordinary shares but only around 1.65% of voting power, while Jolly Harmony would own about 6.08% of shares yet control roughly 98.11% of voting power.

JIN MEDICAL INTERNATIONAL LTD. has agreed to acquire contractual control of Beijing Tongsheng Technology via a variable interest entity (VIE) structure for US$105,329,974, to be paid in 64,186,456 new Class A Ordinary Shares at US$1.641 per share, subject to shareholder and regulatory approvals.

The company also plans to issue an additional 6,418,646 Class A shares to Goldeenridge Ventures Ltd. for advisory services, greatly expanding its equity base. An extraordinary meeting will vote on increasing authorized Class A shares to 15,000,000,000, raising Class B voting rights from 30 to 800 votes per share, and a related-party swap where 3,769,057 Class A shares held by Jolly Harmony are repurchased and replaced with the same number of super‑voting Class B shares, concentrating voting power while leaving economic rights unchanged.

Jin Medical International Ltd. changed its independent auditor, dismissing Audit Alliance LLP effective June 2, 2026, following board approval. Audit Alliance had audited the company for the years ended September 30, 2024 and 2025 and issued no adverse opinions, disclaimers, or qualifications.

The company reports there were no disagreements with Audit Alliance on accounting principles, financial disclosure, or audit scope, and no reportable events under Item 304(a)(1)(v)(A)-(D) of Regulation S‑K. On June 2, 2026, Jin Medical engaged Enrome LLP as its new independent registered public accounting firm for the fiscal year ending September 30, 2026.

The company also notes it had not consulted Enrome LLP on accounting matters or audit opinions during the past two fiscal years before this engagement. This report is incorporated by reference into Jin Medical’s existing Form F-3 registration statement.

Jin Medical International Ltd. director Franklin Oliver St Clair Jr filed an initial Form 3, which is a statement of beneficial ownership for insiders. This filing establishes his status as a director and provides a baseline ownership record, and it reports no transactions or trades in the company’s securities.