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): December 12, 2025
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) | (Zip Code) |
+(86) 755 86961 405
(Registrant’s telephone number, including area code)
N/A
(Former Name or former address, if changed since last report)
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)) |
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, par value $0.001 per share | ATXG | Nasdaq Capital Market |
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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 12, 2025, the board of directors (the “Board”) of Addentax Group Corp. (the “Company”), a Nevada corporation, appointed Mr. Wu Rui as the Chief Operating Officer of the Company. Mr. Wu, age 37, has served as a director of TROOPS, Inc. (Nasdaq: TROO) since June 24, 2024, a Nasdaq-listed company engaged in money lending, property investment, and the operation of an online fintech marketplace. Mr. Wu is also one of the founders of Riches Holdings Limited and has served as its Chief Executive Officer since November 2017. Riches Holdings Limited provides family office services, asset management solutions, insurance brokerage services, and fintech-enabled financial services. From December 2016 to November 2017, Mr. Wu served as Chief Operating Officer at Reliable Wealth Management Limited, where he built a nationwide distribution network in mainland China, managed the operations and support teams at the head office, and led the development of the company’s CRM system. From July 2016 to December 2016, Mr. Wu served as a founding partner and investment director at R&F Global Wealth Limited. From September 2012 to June 2016, Mr. Wu served as Assistant Associate Director at Convoy Financial Group Limited, one of the largest financial advisory firms over the past two decades in Hong Kong. Mr. Wu obtained a Bachelor’s degree in Business Administration from The Chinese University of Hong Kong in November 2012.
On December 12, 2025, the Company and Mr. Wu entered into an Employment Agreement (the “Employment Agreement”), pursuant to which Mr. Wu will be compensated at a rate of $12,000 per year, payable in full on the last day of each calendar year. The Employment Agreement contains customary termination, confidentiality, non-solicitation, and indemnification provisions. The foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
There are no family relationships between Mr. Wu and any director or executive officer of the Company. To the best knowledge of the Company, there is no understanding or arrangement between Mr. Wu and any other person pursuant to which Mr. Wu was appointed as the Chief Operating Officer of the Company. To the best knowledge of the Company, neither Mr. Wu nor any of her immediate family members is a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | ||
| 10.1 | Employment Agreement dated December 12, 2025 between Wu Rui and the Company | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: December 17, 2025 | By: | /s/ Hong Zhida |
| Hong Zhida | ||
| Chief Executive Officer | ||
Exhibit 10.1

ADDENTAX GROUP CORP.
Kingkey 100, Block A, Room 5403, Luohu District, Shenzhen City, China 518000.
| Tel: +86 755 8233 0336 | Web: www.zgyingxi.com |
EMPLOYMENT CONTRACT
EMPLOYMENT CONTRACT (“Contract”), between ADDENTAX GROUP CORP., a corporation incorporated in Nevada, United States of America, with a business office at Kingkey 100, Block A, Room 5403, Luohu District, Shenzhen City, China 518000 (hereinafter referred to as “ATXG”), and Mr. Wu Rui (Ray) (hereinafter referred to as “WU”).
WHEREAS, ATXG wishes to engage the services of WU as Chief Operating Officer (COO),
WHEREAS, WU is willing to provide his services and undertake the duties and responsibilities described below and to and to enter into this Contract for such period upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained, all prior contracts between the parties are waived and of no further effect, and the parties to this Contract agree as follows:
| 1. | EMPLOYMENT |
ATXG shall contract with WU, and WU shall serve as Chief Operating Officer during the term of employment set forth in Paragraph 2 of this Contract.
| 2. | TERM |
The term of this Contract shall be for the period of one (1) year, commencing on December 12th, 2025 and ending on December 12th, 2026, and any extension thereof as mutually agreed by both parties.
| 3. | JOB TITLE AND DUTIES |
| 3.1 | Title and Duties |
WU shall be designated by ATXG as Chief Operating Officer and during the term of this Contract shall have responsibilities commensurate with his title and position. WU shall report to the Chief Executive Officer of ATXG and shall perform such duties as may be assigned by the CEO. WU shall devote his full attention to the duties and responsibilities of his position.
| 3.2 | Confidential Information |
WU shall not, directly or indirectly, or at any time, during the term of this Contract hereunder or thereafter and without regard to when or for what reason, if any, use or permit the use of any trade secrets, customers’ lists, or other information of, or relating to ATXG, or any such subsidiary or affiliate in connection with any activity or business, except the business of ATXG or any such subsidiary or affiliate and shall not divulge such trade secrets, customer’s lists, and information to any person, firm, or corporation whatsoever, except as may be necessary in the performance of his duties hereunder or as may be required by any applicable law or determination of any duly constituted administrative agency.
| 4. | COMPENSATION AND EXPENSES |
| 4.1 | Salary |
During the term of employment, WU will be paid a gross salary of $1,000 per month (Equivalent to ¥ 7,300 per month at a fixed exchange rate of $1 = ¥ 7.30).
| 4.2 | 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 $12,000, payable in full on the last day of each calendar year, with your first payment scheduled for December 31, 2026, as your employment commences on December 12, 2025.
| 4.3 | Business Expenses |
ATXG will reimburse WU for all reasonable expenses properly incurred by WU in the performance of his duties hereunder, upon presentation of properly itemized charges, receipts and /or similar documentation, and otherwise in accordance with policies established from time to time by the Board of Directors of ATXG.
| 4.4 | Stock Compensation and Stock Options |
WU will be entitled to NIL shares per annum as compensation, but may be entitled to any other stock options as may be authorized from time to time by the Board of Directors of ATXG.

ADDENTAX GROUP CORP.
Kingkey 100, Block A, Room 5403, Luohu District, Shenzhen City, China 518000.
| Tel: +86 755 8233 0336 | Web: www.zgyingxi.com |
| 4.5 | Work Location |
WU’s place of work shall be as agreed with the Board of Directors of ATXG from time to time depending on the job requirement. WU is required to spend a substantial amount of time in other countries in the Asian Pacific Region, including Hong Kong, China.
| 5. | BENEFITS |
| 5.1 | Holidays and Annual Leave |
WU shall be entitled to all public holidays in the country/territories where he is located at the time, in addition to annual leave which shall accrue on a pro rata basis during the contract term at the rate of eighteen (18) days per annum which vacation and/or personal day(s) shall be taken by him at such time or times as are consistent with the needs of the business of ATXG.
| 5.2 | Indemnification |
WU shall be indemnified by ATXG to the fullest extent provided under the indemnification provisions of the By-Laws and/or Certificate of Incorporation presently in existence, or, to the extent that the scope of such indemnification is greater, under any amendments to the By Laws and/or Certificate of Incorporation. To the extent that ATXG obtains indemnification insurance for its officers and/or directors, such insurance shall also cover WU to the same extent.
| 6. | TERMINATION |
| 6.1 | Termination |
Upon the occurrence of an event of termination during the period of WU’s employment under the Contract, the provisions of this Paragraph 6 shall apply. Employment may be terminated by giving one (1) months’ notice. Such notice shall be given by the party that intends to effect termination. Where no notice is given, one (1) month’s salary in lieu of such notice shall be payable to effect such termination.
The Company shall terminate WU’s employment without prior notice or payment of compensation, if WU at any time committed any serious misconduct.
| 6.2 | Non-Solicitation |
Should WU terminate his employment with ATXG within the contract period, WU agrees not to solicit for employment any employee of ATXG to work for either, (i) a new company established to engage in the same business of ATXG or (ii) with other companies which directly compete with ATXG for a period of 6 months.
| 7. | INTELLECTUAL PROPERTY |
Any idea, invention, design, written material, manual, system, procedure, improvement, development or discovery conceived, developed, created or made by WU alone or with others relating to the business of ATXG or any of its’ subsidiaries or affiliates during the contract period and whether or not patentable or registerable, shall become the sole and exclusive property of ATXG. WU shall disclose the same promptly and completely to ATXG and shall, during the employment period (i) execute all documents required by ATXG for vesting in ATXG the entire right, title and interest in and to the same, (ii) execute all documents required by ATXG for filing and prosecuting such applications for patents, trademarks, service marks and/or copyrights as ATXG, in its’ sole discretion, may desire to prosecute, and (iii) give ATXG all assistance it reasonably requires, including the giving of testimony in any suit, action or proceeding, in order to obtain, maintain and protect ATXG’s rights therein and thereto.
| 8. | ASSIGNMENT |
This Contract and any rights (including WU’s Compensation) hereunder shall not be assigned, pledged or transferred in any way by either party hereto except that ATXG shall have, with WU’s consent, the right to assign its’ rights hereunder to any third-party successor in interest of ATXG whether by merger, consolidation, purchase of assets or stock or otherwise. Any attempted assignment, pledge, transfer or other disposition of this Contract or any rights, interests or benefits contrary to the foregoing provisions shall be null and void.

ADDENTAX GROUP CORP.
Kingkey 100, Block A, Room 5403, Luohu District, Shenzhen City, China 518000.
| Tel: +86 755 8233 0336 | Web: www.zgyingxi.com |
| 9. | NOTICES |
All notices, requests, demands and other communications hereunder must be in writing and shall be deemed to have been duly given if delivered by hand, sent by facsimile, or mailed by first class, registered mail, return receipt requested, postage and registry fees prepaid to the applicable party and addressed as follows:
| (i) | If to be sent to Addentax Group Corp.: | |
| Kingkey 100, Block A, Room 5403, | ||
| Luohu District, Shenzhen City, | ||
| China 518000 | ||
| (ii) | If to be sent to WU: | |
|
WU RUI |
||
| Kingkey 100, Block A, Room 5403, | ||
| Luohu District, Shenzhen City, | ||
| China 518000 |
| 10. | SEVERABILITY |
If any provision of this Contract shall, for any reason, be adjudged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Contract but shall be confined in its’ operation to the jurisdiction in which it was made and to the provisions of this Contract directly involved in the controversy in which such judgment shall have been rendered.
| 11. | WAIVER |
No course of dealing and no delay on the part of any party hereto in exercising any right, power, or remedy under or relating to this Contract shall operate as a waiver thereof or otherwise prejudice such party’s rights, powers and remedies. No single or partial exercise of any rights, powers or remedies under or relating to this Contract shall preclude any other or further exercise thereof or the exercise of any other right, power or remedy.
| 12. | ENTIRE CONTRACT / GOVERNING LAW |
This Contract embodies the entire understanding and supersedes all other oral or written contracts or understandings, between the parties regarding the subject matter hereof. No change, alteration, or modification hereof may be made except in writing signed by both parties hereto. This Contract shall be construed and governed in all respects and shall at times be determined in accordance with the laws of Hong Kong.
| 13. | HEADINGS |
The headings of the paragraphs are for convenience only and shall not affect the interpretation of the provisions of this Contract.
| 14. | COUNTERPARTS |
This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have executed and delivered this Contract on December 12th, 2025.
| For and on behalf of ADDENTAX GROUP CORP. | Accepted and Agreed by: | |
|
/s/Hong Zhida |
/s/Wu Rui(Ray) | |
| By: HONG ZHIDA | By: WU RUI (RAY) | |
| Position: Director | Date: December 12th, 2025 | |
| Date: December 12th, 2025 |