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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 26, 2024
Addentax Group Corp.
(Exact name of registrant as specified in its charter)
| Nevada | 001-41478 | 35-2521028 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Kingkey 100, Block A, Room 4805,
Luohu District, Shenzhen City, China 518000
(Address of principal executive offices)
Registrant’s telephone number, including area code +(86) 755 86961 405
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | ATXG | Nasdaq Capital Market |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, 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. ☐
Item 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
On April 26, 2024, Ms. Yu Jiaxin (“Ms. Yu”) resigned as an independent director and the chairperson of the Compensation Committee, an audit Committee member and a nominating and corporate governance committee member of Addentax Group Corp. (the “Company”). Ms. Yu’s resignation was effective immediately. There was no disagreement between Ms. Yu and the Company on any matter relating to the Company’s operations, policies or practices, which resulted in their resignation.
On the same day, the Board of Directors (the “Board”) of the Company appointed Mr. Li Weilin (“Mr. Li”) as an independent director.
The Board has determined that Mr. Li satisfies the definition of “independent director” in accordance with Rule 5605(a)(2) of the Marketplace Rules of The Nasdaq Stock Market, Inc. and Section 10(A)(m)(3) of the Securities Exchange Act of 1934, as amended.
Mr. Li will serve as the chairperson of the Compensation Committee, an audit Committee member and a nominating and corporate governance committee member of the Company.
The biography for Mr. Li is set forth below:
Mr. Li Weilin, age 42, has been serving as the information and network center director in Xinhua College of Sun Yat-sen University since 2005. Since 2015, Mr. Li has been serving as the chief of senior engineer of Computer Application & Technology program in Guangdong Polytechnic College. From March 2019 to May 2021, Mr. Li was appointed independent director, the compensation committee member, the audit Committee member and the chairperson of the nominating and corporate governance committee of Addentax Group Corp. Mr. Li is experienced in the field of network & system safety, image processing, data mining, business intelligence, big data management and network physical system. Mr. Li obtained a bachelor’s degree in Computer Science & Technology and a master’s degree in Software Engineering from Sun Yat-sen University, China in 2005 and 2011, respectively. We believe Mr. Li is qualified to be an independent director due to his extensive experience in information technology and his prior experience in the Company which demonstrates his familiarity with the Company’s operations and governance structure.
Mr. Li has entered into an independent director agreement with the Company, pursuant to which Mr. Li will receive annual cash compensation of $15,000.00 payable quarterly in advance on the first business day of each calendar quarter. The independent director agreement, which is filed herewith as Exhibit 10.1, should be reviewed in its entirety for additional information.
Mr. Li has no family relationships with any of the executive officers or directors of the Company. Save except for independent director agreement as stated above, there is no other employment agreement between the Company and Mr. Li, nor are there any arrangements or plans in which the Company will provide compensation, bonus, pension, retirement, or similar benefits to Mr. Li. There have been no transactions to which the Company was or is to be a party, in which Mr. Li had, or will have, a direct or indirect material interest.
Item 9.01. Exhibits
|
Exhibit Number |
Description | |
| 10.1 | Independent Director Agreement with Mr. Li Weilin dated April 26, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
|
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Addentax Group Corp. | ||
| Date: April 29, 2024 | By: | /s/ Hong Zhida |
| Hong Zhida | ||
| Chief Executive Officer | ||
|
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Exhibit 10.1
ADDENTAX GROUP CORP.
Kingkey 100, Block A, Room 4805
Luohu District, Shenzhen City, China 518000
+(86) 755 8696 1405
April 26, 2024
Dear Mr. Li Weilin,
Following our recent discussions, I am pleased to confirm my invitation to you to join the board of directors (the “Board”) of Addentax Group Corp. (the “Company”) as an independent director with effect from April 26, 2024. In addition to your acceptance and acknowledgment of this appointment letter, please complete and return the attached Directors’ and Officers’ Questionnaire (the “D&O Questionnaire”).
In completing the D&O Questionnaire, you consent to serve as a director of the Company and you consent to the Company’s use of the information in the D&O Questionnaire in the Company’s filings with the Securities and Exchange Commission, , the NASDAQ Stock Market LLC, state governments and other regulatory authorities.
You agree to perform your responsibilities as an independent director and/or a member of the committees of the Board in good faith and in accordance with applicable law, the organizational documents of the Company and other policies and procedures applicable to such services. Your appointment is effective immediately on the date of this appointment letter (the “Effective Date”). The continuation of your appointment is contingent on re-election at forthcoming annual stockholders’ meetings.
You will not be employed by the Company and will be free to pursue your other interests. We ask that you to please disclose these interests to our corporate counsel, Loeb & Loeb LLP, so that the Company can identify any conflict of interest arising from our activities that may in the future intersect with yours. We expect that you will be considered to be an independent director and will be identified as such in any registration statement, annual report and/or other documentation. If circumstances change, and you believe that your independence may be in doubt, please discuss this with our corporate counsel. For the purpose of clarity, under the Nasdaq listing rules, an independent director is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company’s board of directors would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.
Confidentiality
In your role as independent director, you will have access to confidential information about the Company and its clients and you agree to apply the highest standards of confidentiality and, except in the proper performance of your services, not to use or disclose to any person confidential information during your appointment or thereafter. In addition, you agree to comply with those provisions of the Company’s Code of Ethics and other policies applicable to independent directors and all applicable laws and regulations relating to independent directors of a public company.
On termination of your appointment, you will deliver to the Company all books, documents, papers and other property of or relating to the business of the Company which are in your possession, custody or power by virtue of your position as an independent director of the Company.
Committees
In connection with your appointment, you and the Board have agreed that you will serve as a member of the Audit Committee, Compensation Committee and Governance and Nominating Committee and chairman of one of the aforementioned committees. Compensation associated with committee service is addressed in the Remuneration section of this appointment letter.
Remuneration
The Company’s independent director compensation program is described generally below. The Board or the applicable committee reserves the right to adjust the remuneration of directors from time to time.
In consideration of your services and in accordance with the Company’s compensation arrangements for independent directors, you will receive annual cash compensation of $15,000 payable quarterly in advance on the first business day of each calendar quarter. Your first cash compensation payment on the Effective Date will likely comprise a pro-rata amount from the Effective Date through to the end of the relevant calendar quarter and thereafter quarterly payments in advance of each calendar quarter.
Further, in addition to cash compensation, you may be entitled to receive restricted ordinary shares and/or options to purchase to same on such terms and conditions as may be determined at a later date.
Expenses
The Company will reimburse you for reasonable and properly documented expenses incurred in performing your duties provided such expenses are pre-approved by the Company.
Non-Competition
You agree and undertake that you will not, so long as you are a member of the Board and for a period of 12 months following termination of this Agreement for whatever reason, directly or indirectly as owner, partner, stockholder, employee, broker, agent principal, corporate officer, director, licensor or in any other capacity whatsoever, engage in, become financially interested in, be employed by, or have any connection with any business or venture that is engaged in any activities involving services or products which compete, directly or indirectly, with the services or products provided or proposed to be provided by the Company or its subsidiaries or affiliates; provided however that you may own securities of any public corporation which is engaged in such business but in an amount not to exceed at any one time, one percent of any class of stock or securities of such company, so long as you have no active role in the publicly owned company as director, employee, consultant or otherwise.
We look forward to your participation on the Board of Addentax Group Corp.,
| Sincerely, | |
| /s/ Hong Zhida | |
| Hong Zhida | |
| Chief Executive Officer |
I, Li Weilin, accept the offer as stated above.
| Signature: | |
| /s/ Li Weilin | |
| Date: April 26, 2024 |