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Item 9A. Controls and Procedures

2021-06-29 compared with 2020-06-29 · 356 added, 255 removed, 86 unchanged (88% of the section changed)

1 unchanged sentence

Controls and Procedures

maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934

(the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that

we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in

the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our

management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding

required disclosure.

maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the

“Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file

or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities

and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including

our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer

and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of March 31, 2020.

on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls

over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures

were not effective.

and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of March 31, 2021 Based on the evaluation

of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting,

our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

Management’s

Report on Internal Control over Financial Reporting

is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act

Rule 13a-15(f)).

The Company’s internal control over financial reporting is a process designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance

with accounting principles generally accepted in the United States of America.

Because of its inherent limitations, internal control

over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future

periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

Under the supervision and with the participation of management, including the

Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s

internal control over financial reporting as of March 31, 2020 using the criteria established in “Internal Control

- Integrated Framework”

issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there

is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not

be prevented or detected on a timely basis.

In its assessment of the effectiveness of internal control over financial reporting

as of March 31, 2020, the Company determined that there were control deficiencies that constituted material weaknesses,

as described below.

is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)).

The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally

accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent

or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls

may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the

Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of March 31,

2021 using the criteria established in “Internal Control - Integrated Framework”

issued by the Committee of Sponsoring Organizations

of the Treadway Commission (“COSO”).

material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a

reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented

or detected on a timely basis.

In its assessment of the effectiveness of internal control over financial reporting as of March 31, 2021

the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

did not maintain a sufficient complement of personnel with an appropriate level of knowledge of accounting, experience, and training

commensurate with its financial reporting requirements.

the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the

annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal

control over financial reporting as of March 31, 2020 based on criteria established in Internal Control- Integrated

Framework issued by COSO.

the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual

or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control

over financial reporting as of March 31, 2021 based on criteria established in Internal Control- Integrated Framework issued by COSO.

in Internal Controls over Financial Reporting

was no change in the Company’s internal control over financial reporting period covered by this report that has materially

affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

was no change in the Company’s internal control over financial reporting period covered by this report that has materially affected,

or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

on the Effectiveness of Controls

disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance

of achieving their objectives as specified above.

Management does not expect, however, that our disclosure controls and procedures

or our internal control over financial reporting will prevent or detect all error and fraud.

Any control system, no matter how

well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its

objectives will be met.

Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud

will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving

their objectives as specified above.

Management does not expect, however, that our disclosure controls and procedures or our internal

control over financial reporting will prevent or detect all error and fraud.

Any control system, no matter how well designed and operated,

is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met.

no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control

issues and instances of fraud, if any, within the Company have been detected.

Other Information

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name, address, age and titles of our executive officers and directors are as follows:

Name & Address

Date of First Appointment

Chairman of the Board, Chief Executive Officer, President and Secretary

March 10, 2017

Chief Financial Officer and Treasurer

March 8, 2019

Ng Chung Chi (1)

Independent Director (Resigned since May 28 th , 2020)

March 13, 2019

Yu Jiaxin (1)

Independent Director

March 13, 2019

Li Weilin (1)

Independent Director

March 13, 2019

Member of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee.

of First Appointment

of the Board, Chief Executive Officer, President and Secretary

Financial Officer and Treasurer

Jiaxin (1)(2)(3)

Hamilton (1)(2)(3) *

Director Nominee*

(Gary) Xiao (1)(2)(3)*

Director Nominee*

of the Audit Committee

of the Compensation Committee

of the Nominating and Corporate Governance Committee

May 10, 2021, the Board appointed Mr.

Hamilton as our independent director, effective upon the date of the Company’s

completion of its public offering and the listing of its common stock on a national securities exchange, whichever is the later (the

“Appointment Effective Date’).

Hamilton will serve on each of the Audit Committee, Compensation Committee and Nominating

and Corporate Governance Committee.

May 12, 2021, the Board appointed Mr.

Jiangping (Gary) Xiao as our independent director, effective upon the date of the Company’s

completion of its public offering and the listing of its common stock on a national securities exchange, whichever is the later (the

“Appointment Effective Date’).

Xiao will serve on each of the Audit Committee, Compensation Committee and Nominating

and Corporate Governance Committee.

Zhida, Chairman, CEO, President and Secretary

Hong Zhida received his Bachelor’s Degree in Electronic Information Science and Technology from Sun Yat-sen University in

Hong Zhida received his Bachelor’s Degree in Electronic Information Science and Technology from Sun Yat-sen University in July

From June 2014 to Present, he served as the Director of China Huiying Joint Supply Chain Group Co.

He was responsible

for assisting the company’s chairman to plan development strategy.

From September 2013 to May 2014, he served as Head of

Membership Department of the Guangzhou Haifeng Chamber of Commerce.

In that position he was responsible for the membership management

of the institution.

He was responsible for

assisting the company’s chairman to plan development strategy.

From September 2013 to May 2014, he served as Head of Membership

Department of the Guangzhou Haifeng Chamber of Commerce.

In that position he was responsible for the membership management of the institution.

Huang Chao, Chief Financial Officer and Treasurer

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logistics and trade finance from University of Northampton, United Kingdom in 2015.

He earned his master’s degree in finance

and investment management from University of Liverpool, United Kingdom in 2016 to broaden and deepen his knowledge in the accounting

and finance field.

He earned his master’s degree in finance and

investment management from University of Liverpool, United Kingdom in 2016 to broaden and deepen his knowledge in the accounting and

finance field.

After his graduation in 2016, he was appointed as a secretary to Chairman in Addentax Group Corp.

all Company’s filings to ensure the Company complies with regulation and advising on good corporate governance practice.

Huang Chao interacts with the directors, general manager of each business unit, various regulatory and professional bodies such

as the SEC, auditors and attorneys to ensure the compliance.

His managing experiences, and profound knowledge in finance make

him well positioned for his role as Chief Financial Officer and Treasurer.

Chung Chi, Independent Director

Ng Chung Chi earned her bachelor’s degree in accountancy and law from City University of Hong Kong in 2003, and earned her

professional accountancy qualifications from the ACCA and HKICPA in 2008 and 2010, respectively.

Ng currently is the CFO of

a multinational security services company.

Prior to her CFO role, she was an Audit Senior Manager and Asian Services Leader in

a Top 10 ranked International CPA firm in the United States.

Ng has over fifteen years of accounting and financial reporting

experience at an International CPA firm, providing audit and assurance services to publicly-traded company in the US with its

main operations in the US and Asia Pacific, including China, Taiwan, Singapore, India, New Zealand, etc.

In addition, to providing

audit and assurance service, she involved in assisting companies in the going public and going private transactions in the US,

supporting their needs for on-going SEC compliance, internal control advisory, and merger and acquisition activities.

to the Board deep finance, audit and business experience.

On May 28, 2020, Ms.

NG Chung Chi resigned as an independent director

and Chairman of the Audit Committee of the Company to focus on personal and other business interests and commitments.

He handles all Company’s

filings to ensure the Company complies with regulation and advising on good corporate governance practice.

Huang Chao interacts with

the directors, general manager of each business unit, various regulatory and professional bodies such as the SEC, auditors and attorneys

to ensure the compliance.

His managing experiences, and profound knowledge in finance make him well positioned for his role as Chief

Financial Officer and Treasurer.

Jiaxin, Independent Director

Yu Jiaxin earned her bachelor’s degree in business management from Nankai University, China in 2006.

Yu currently is

the senior human resources director of Kingkey Capital Management Co., Ltd., a Group which offers real estate development, commercial

operation, financial investment, and other services in Shenzhen, China.

She has worked for Kingkey Group since 2008, initially

as a human resources officer and now as senior human resources director.

She assisted in the set-up of Kingkey’s annual

operating plan and budget in accordance with the company’s annual goals and strategies, building the company’s organizational

structure and coordinating Human Resource and Administration, establishing the sound comprehensive personnel administrative management

system which is adaptable to the company’s development, and implementing and supervising the system.

Bringing over ten years

of human resources administration experience, she brings to the Board insights on compensation and benefits.

Weilin, Independent Director

Li Weilin earned his bachelor’s degree in Computer Science & Technology from Sun Yat-sen University, China in 2005 and

earned his master’s degree in Software Engineering from the same University in 2011.

Li currently is the information

and network center director in Xinhua College of Sun Yat-sen University since 2005 and is responsible for information service

management for all faculties and students.

He also is the leader of Computer Application & Technology program in Guangdong

Polytechnic College and is responsible for major IT planning and management of the College since 2015.

In 2017, he is appointed

as a technology expert in Guangzhou City, providing technology consults and projects examination and verification for the information

construction of Guangzhou authorities.

His studies cover Network & System Safety, Image Processing, Data Mining, Business

Intelligence, Big Data Management and Network Physical System.

He brings to the Board deep information technology experience.

Yu currently is the senior

human resources director of Kingkey Capital Management Co., Ltd., a Group which offers real estate development, commercial operation,

financial investment, and other services in Shenzhen, China.

She has worked for Kingkey Group since 2008, initially as a human resources

officer and now as senior human resources director.

She assisted in the set-up of Kingkey’s annual operating plan and budget in

accordance with the company’s annual goals and strategies, building the company’s organizational structure and coordinating

Human Resource and Administration, establishing the sound comprehensive personnel administrative management system which is adaptable

to the company’s development, and implementing and supervising the system.

Bringing over ten years of human resources administration

experience, she brings to the Board insights on compensation and benefits.

Zhiwang, Director

Hong Zhiwang earned his bachelor’s degree in Automation Engineering from Beijing Institute of Technology University Zhuhai

Campus, China in 2014.

Hong Zhiwang earned his bachelor’s degree in Automation Engineering from Beijing Institute of Technology University Zhuhai Campus,

China in 2014.

Hong has been the brand marketing manager at Addentax Group Corp.

since 2018 and is responsible for

e-commerce marketing covering design website, brand marketing, market investigation and development, and expanding marketing channels

to develop new clients, designing the company’s logo and registering copyrights.

In 2014, he was the PDM Software Engineer

for Hongfan Computer & Technology Co., Ltd.

and was responsible for developing software, on-site inspection and guidance and

software maintenance, in assistance of ERP to manage the system and create brand new demands design and in charge of R&D of

PLM System, surface model design and function model development, structure development and communications technology development.

since 2018 and is responsible for e-commerce marketing

covering design website, brand marketing, market investigation and development, and expanding marketing channels to develop new clients,

designing the company’s logo and registering copyrights.

In 2014, he was the PDM Software Engineer for Hongfan Computer & Technology

and was responsible for developing software, on-site inspection and guidance and software maintenance, in assistance of ERP

to manage the system and create brand new demands design and in charge of R&D of PLM System, surface model design and function model

development, structure development and communications technology development.

He brings to the Board deep brand marketing experience.

Hamilton, Independent Director Nominee

Hamilton obtained his B.A.

in Economics from Brandeis University in 1994.

Hamilton, age 47, has been the Chief Financial

Officer of CBD Biotech Inc.

since November 2018, and has also served as Director of CBD Biotech Inc.

since April 2019.

In April 2016,

Hamilton founded Hamilton Laundry, and has served as its chief executive officer since then.

Hamilton also founded Hamilton Strategy

in November 2014, and has served as its chief executive officer since.

From November 2013 to November 2014, Mr.

Hamilton was the president

of Kei Advisors.

Hamilton was also the Co-Founder of Donald Capital LLC, and has served as its president since May 2019.

has been serving as an independent director and the chairman of the audit committee of Wunong Net Technology Company Limited (Nasdaq:

WNW) since December 2020.

Board has determined that Mr.

Hamilton 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.

Hamilton has accepted our appointment to be our independent director, effective on the Appointment Effective Date.

(Gary) Xiao, Independent Director Nominee

Xiao obtained a master’s degree in business administration from the Ross School of Business Management at the University of Michigan

in 2006 and a bachelor’s degree in accounting from Tsinghua University in Beijing, China, in 2000.

Jiangping (Gary) Xiao, age

40, has been the vice president of finance and accounting at Hilco IP Merchant Banking since July 2019.

Since December 2020, Mr.

has been serving as an independent director and the chairman of the nominating and corporate governance committee of Wunong Net Technology

Company Limited (Nasdaq:

From March 2017 to March 2019, Mr.

Xiao served as the chief financial officer of Professional Diversity

Network, Inc..

From June 2013 to April 2016, Mr.

Xiao served as the chief financial officer and financial controller of Petstages Inc..

From August 2008 to May 2013, Mr.

Xiao served as the operation financial controller of the operations management group of The Jordan

Company, a private equity firm.

From June 2006 to August 2008, Mr.

Xiao served as a senior finance associate in the financial planning

and analysis department of United Airlines, Inc..

Xiao obtained a master’s degree in business administration from the Ross

School of Business Management at the University of Michigan in 2006 and a bachelor’s degree in accounting from Tsinghua University

in Beijing, China, in 2000.

Board has determined that Mr.

Xiao 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.

Hamilton has accepted our appointment to be our independent director, effective on the Appointment Effective Date.

board of directors has established standing committees in connection with the discharge of its responsibilities.

These committees

include an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

Our board of directors

has adopted written charters for each of these committees.

Audit Committee was established on March 8, 2019 and is comprised of three of our independent directors:

Ng Chung Chi (Chairperson),

These committees include

an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

Our board of directors has adopted

written charters for each of these committees.

Audit Committee was established on March 8, 2019 and is currently comprised of one independent director, Ms.

Upon effectiveness

of the appointment of Mr.

Hamilton and Mr.

Jiangping (Gary) Xiao as our independent directors on the Appointment Effective Date,

our Audit Committee will comprise of three independent directors:

Hamilton (Chairperson), Ms.

Yu Jiaxin and Mr.

Ng Chung Chi qualifies as the Audit Committee financial expert as defined in Item 407(d)(5)

of Regulation S-K promulgated under the Securities Act.

to its charter, the Audit Committee consists of at least three members, each of whom shall be a non-employee director who has

been determined by the Board to meet the independence requirements of NASDAQ, and also Rule 10A-3(b)(1) of the SEC, subject to

the exemptions provided in Rule 10A-3(c).

Hamilton qualifies as the Audit Committee financial expert as defined in Item 407(d)(5) of Regulation S-K promulgated

under the Securities Act.

to its charter, the Audit Committee consists of at least three members, each of whom shall be a non-employee director who has been determined

by the Board to meet the independence requirements of NASDAQ, and also Rule 10A-3(b)(1) of the SEC, subject to the exemptions provided

in Rule 10A-3(c).

We do not have a website containing a copy of the Audit Committee Charter.

Committee Charter describes the primary functions of the Audit Committee, including the following:

The Audit Committee Charter describes the

primary functions of the Audit Committee, including the following:

the Company’s accounting and financial reporting processes;

audits of the Company’s financial statements;

policies with respect to risk assessment and risk management, and discuss the Company’s major financial risk exposures

and the steps management has taken to monitor and control such exposures;

and discuss with management the Company’s audited financial statements and review with management and the Company’s

independent registered public accounting firm the Company’s financial statements prior to the filing with the SEC of

any report containing such financial statements.

to the board that the Company’s audited financial statements be included in its annual report on Form 10-K for the last

separately, periodically, with management, with the Company’s internal auditors (or other personnel responsible for

the internal audit function) and with the Company’s independent registered public accounting firm;

directly responsible for the appointment, compensation, retention and oversight of the work of any independent registered

public accounting firm engaged to prepare or issue an audit report for the Company;

or recommend that the board take, appropriate action to oversee and ensure the independence of the Company’s independent

registered public accounting firm;

major changes to the Company’s auditing and accounting principles and practices as suggested by the Company’s

independent registered public accounting firm, internal auditors or management.

policies with respect to risk assessment and risk management, and discuss the Company’s major financial risk exposures and

the steps management has taken to monitor and control such exposures;

and discuss with management the Company’s audited financial statements and review with management and the Company’s independent

registered public accounting firm the Company’s financial statements prior to the filing with the SEC of any report containing

such financial statements.

to the board that the Company’s audited financial statements be included in its annual report on Form 10-K for the last fiscal

separately, periodically, with management, with the Company’s internal auditors (or other personnel responsible for the internal

audit function) and with the Company’s independent registered public accounting firm;

directly responsible for the appointment, compensation, retention and oversight of the work of any independent registered public

accounting firm engaged to prepare or issue an audit report for the Company;

or recommend that the board take, appropriate action to oversee and ensure the independence of the Company’s independent registered

public accounting firm;

major changes to the Company’s auditing and accounting principles and practices as suggested by the Company’s independent

registered public accounting firm, internal auditors or management.

Compensation Committee is responsible for, among other matters:

and approving, or recommending to the board of directors to approve the compensation of our CEO and other executive officers

and directors reviewing key employee compensation goals, policies, plans and programs;

and approving, or recommending to the board of directors to approve the compensation of our CEO and other executive officers and

directors reviewing key employee compensation goals, policies, plans and programs;

administering

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and overseeing any compensation consultants or advisors.

Compensation Committee was established on March 8, 2019 and is comprised of three of our independent directors:

Ng Chung Chi,

Yu Jiaxin (Chairperson) and Mr.

Compensation Committee was established on March 8, 2019 and is currently comprised of one independent director, Ms.

Yu Jiaxin (Chairperson).

Upon effectiveness of the appointment of Mr.

Hamilton and Mr.

Jiangping (Gary) Xiao as our independent directors on the Appointment

Effective Date, our Compensation Committee will comprise of three independent directors:

Yu Jiaxin (Chairperson), Mr.

Jiangping (Gary)

Governance and Nominating Committee

6 unchanged sentences

the evaluation of the Company’s management.

Corporate Governance and Nominating Committee was established on March 8, 2019 and is comprised of three of our independent directors:

Ng Chung Chi, Ms.

Yu Jiaxin and Mr.

Li Weilin (Chairperson).

Corporate Governance and Nominating Committee was established on March 8, 2019 and is currently comprised of one independent directors,

Upon effectiveness of the appointment of Mr.

Hamilton and Mr.

Jiangping (Gary) Xiao as our independent directors

on the Appointment Effective Date, our Corporate Governance and Nominating Committee will comprise of three independent directors:

Yu Jiaxin, Mr.

Jiangping (Gary) Xiao (Chairperson) and Mr.

Leadership Structure and Role in Risk Oversight

Hong Zhida holds the positions of chief executive officer and chairman of the board of the Company.

The board believes that Mr.

Zhida’s services as both chief executive officer and chairman of the board is in the best interest of the Company and its shareholders.

Hong Zhida possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing the Company in its business

and is thus best positioned to develop agendas that ensure that the Board’s time and attention are focused on the most critical

matters relating to the business of the Company.

His combined role enables decisive leadership, ensures clear accountability, and enhances

the Company’s ability to communicate its message and strategy clearly and consistently to the Company’s shareholders, employees

and customers.

board has not designated a lead director.

Given the limited number of directors comprising the Board, the independent directors call

and plan their executive sessions collaboratively and, between meetings of the Board, communicate with management and one another directly.

Under these circumstances, the directors believe designating a lead director to take on responsibility for functions in which they all

currently participate might detract from rather than enhance performance of their responsibilities as directors.

is responsible for assessing and managing risk, subject to oversight by the board of directors.

The board oversees our risk management

policies and risk appetite, including operational risks and risks relating to our business strategy and transactions.

Various committees

of the board assist the board in this oversight responsibility in their respective areas of expertise.

September 2018, we adopted a Code of Ethical Business Conduct that applies to, among other persons, members of our board of directors,

our Company’s officers including our Chief Executive Officer, employees, consultants and advisors.

As adopted, our Code of Business

Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:

and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional

relationships;

fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in other

public communications made by us;

with applicable governmental laws, rules and regulations;

prompt internal reporting of violations of the Code of Ethical Business Conduct to an appropriate person or persons identified in

the Code of Ethical Business Conduct;

accountability

for adherence to the Code of Ethical Business Conduct.

Code of Code of Ethical Business Conduct requires, among other things, that all of our company’s senior officers commit to timely,

accurate and consistent disclosure of information;

that they maintain confidential information;

and that they act with honesty and integrity.

addition, our Code of Ethical Business Conduct emphasizes that all employees, and particularly senior officers, have a responsibility

for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal and state

securities laws.

Any senior officer, who becomes aware of any incidents involving financial or accounting manipulation or other irregularities,

whether by witnessing the incident or being told of it, must report it to our Company.

Any failure to report such inappropriate or irregular

conduct of others is to be treated as a severe disciplinary matter.

It is against our Company policy to retaliate against any individual

who reports in good faith the violation or potential violation of our company’s Code of Ethical Business Conduct by another.

Relationships

Hong Zhida, an executive officer of the Company, and Mr.

Hong Zhiwang, a director of the Company, are brothers.

Apart from this,

there are no family relationships between any director or executive officer of the Company.

Apart from this, there

are no family relationships between any director or executive officer of the Company.

Executive Compensation

following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer

for the fiscal years ended March 31, 2019 and 2020:

following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer for the

fiscal years ended March 31, 2021 and 2020:

Compensation Table

Summary Compensation Table

Name and Principal Position

Option Awards

Compensation Table Name and Principal Position

Incentive Plan

1 unchanged sentence

Deferred Compensation Earnings

Other Compensation

are no current employment agreements between the Company and its officers.

is the Company’s Chief Executive Officer, President and Secretary.

Hong’s compensation is $1,435.75 per month.

Hong Zhida is the Company’s Chief Executive Officer, President and Secretary.

Hong’s compensation is $1,436 per

Hong may be entitled to options from time to time as authorized and approved by the Compensation Committee or the Board of

as the Company’s Chief Financial Officer and Treasurer.

Huang Chao as the Company’s Chief Financial Officer and Treasurer.

On April 15, 2019, the Company entered into an employment agreement

13 unchanged sentences

independent director has entered into an Independent Director Agreement with the Company, pursuant to which Ms.

Ng Chung Chi,

Yu Jiaxin and Mr.

Li Weilin will receive $88,000, $15,000 and $15,000 per year, respectively, in equal monthly installments

of $7,333, $1,250 and $1,250, respectively, at the end of each month.

Cui Shan, Ms.

Li Weilin will receive $17,142, $15,000 and $15,000 per year, respectively, in equal monthly installments of $1,429, $1,250 and

$1,250, respectively, at the end of each month.

Cui Shan resigned as an independent director and the chairperson of the Audit Committee

of Addentax Group Corp.

on May 10, 2021.

Li Weilin resigned as an independent director and the chairperson of the Nominating and

Corporate Governance Committee of Addentax Group Corp.

on May 13, 2021.

Hamilton has entered into an independent director agreement with the Company, pursuant to which Mr.

Hamilton will receive annual

cash compensation of $15,000 payable quarterly in advance on the first business day of each calendar quarter.

The first compensation

payment after the Appointment Effective Date will comprise a pro-rata amount from the Appointment Effective Date through to the end of

the relevant calendar quarter and thereafter quarterly payments in advance of each calendar quarter.

Jiangping (Gary) Xiao has entered into an independent director agreement with the Company, pursuant to which Mr.

Xiao will receive annual

cash compensation of $15,000 payable quarterly in advance on the first business day of each calendar quarter.

The first compensation

payment after the Appointment Effective Date will comprise a pro-rata amount from the Appointment Effective Date through to the end of

the relevant calendar quarter and thereafter quarterly payments in advance of each calendar quarter.

Retirement or Similar Benefit Plans

are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.

We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors

or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive

officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

following table sets forth, as of March 31, 2020, certain information concerning the beneficial ownership of our common

stock by (i) each stockholder known by us to own beneficially five percent or more of our outstanding common stock or series a

common stock;

(ii) each director;

following table sets forth, as of June 29, 2021, certain information concerning the beneficial ownership of our common stock by

(i) each stockholder known by us to own beneficially five percent or more of our outstanding common stock or series a common stock;

each director;

(iii) each named executive officer;

and (iv) all of our executive officers and directors as

a group, and their percentage ownership and voting power.

The column entitled “Percentage of Shares Beneficially Owned—Before

Offering”

is based on a total of 25,346,004 shares of our issued and outstanding common stock.

The columns entitled “Percentage

of Shares Beneficially Owned —

After Offering”

also include (i) 1,000,000 shares of common stock outstanding after

completion of this offering, assuming the closing of the minimum offering amount, or (ii) 4,000,000 shares of common stock outstanding

after completion of this offering, assuming the closing of the maximum offering amount.

information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the

rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose.

rules, a person is deemed to be a “beneficial owner”

of a security if that person has or shares the power to vote

or direct the voting of the security or the power to dispose or direct the disposition of the security.

A person is deemed to

own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within

sixty (60) days through the conversion or exercise of any convertible security, warrant, option, or other right.

More than one

(1) person may be deemed to be a beneficial owner of the same securities.

The percentage of beneficial ownership by any person

as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number

of shares as to which such person has the right to acquire voting or investment power within sixty (60) days, by the sum of the

number of shares outstanding as of such date.

Consequently, the denominator used for calculating such percentage may be different

for each beneficial owner.

Except as otherwise indicated below and under applicable community property laws, we believe that the

beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown.

and Address (1)

and (iv) all of our executive officers and directors as a group, and their percentage

ownership and voting power.

The column entitled “Percentage of Shares Beneficially Owned—Before Offering”

on a total of 26,693,004 shares of our issued and outstanding common stock.

information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of

the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose.

Under these rules, a person

is deemed to be a “beneficial owner”

of a security if that person has or shares the power to vote or direct the voting of

the security or the power to dispose or direct the disposition of the security.

A person is deemed to own beneficially any security as

to which such person has the right to acquire sole or shared voting or investment power within sixty (60) days through the conversion

or exercise of any convertible security, warrant, option, or other right.

More than one (1) person may be deemed to be a beneficial owner

of the same securities.

The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number

of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting

or investment power within sixty (60) days, by the sum of the number of shares outstanding as of such date.

Consequently, the denominator

used for calculating such percentage may be different for each beneficial owner.

Except as otherwise indicated below and under applicable

community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power

with respect to the shares shown.

Directors and Officers

All Officers and

Directors (six persons)

Owner of more than

Jiangping (Gary) Xiao*

All Officers and Directors

(six persons)

Owner of more than 5% of

as otherwise set forth below, the address of each beneficial owner is c/o Addentax Group Corp., Kingkey 100, Block A, Room 4805,

Luohu District, Shenzhen City, China 518000.

Hamilton and Mr.

Jiangping (Gary) Xiao has accepted our appointment to be our independent director, effective on the Appointment

Effective Date.

Certain Relationships and Related Transactions

the year ended March 31, 2020, we had not entered into any transactions with our officers or directors, or persons nominated

for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount

involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total

assets, except as set forth below:

April 18, 2017, the Company issued a total of 500,000,000 restricted shares of common stock as follows:

Group Co., Ltd.:

(Beneficial Owner:

Ma Huizhu) 215,000,000 shares of common stock;

Zhida (current Chief Executive Officer, President, Secretary, Treasurer and Chairman of the Company):

30,000,000 shares of

common stock;

Lian Group Ltd.:

(Beneficial Owner:

Ma Huijun) 255,000,000 shares of common stock.

500,000,000 shares of common stock were issued pursuant to a Sale & Purchase Agreement (“

S&P ”) for

the acquisition of 100% of the shares and assets of Yingxi Industrial Chain Group Co., Ltd., a company incorporated under the

laws of the Republic of Seychelles.

The Company agreed to issue five hundred million (500,000,000) shares of common stock to Yingxi

Industrial Chain Group Co., Ltd.

to acquire its shares and assets for a cost of US$0.30 per share or a total cost of US$150,000,000.

the year ended March 31, 2021, we have related party transactions as set forth below:

of Related Parties

with the Company

CEO, and a director of the Company

Financial Consulting (Shenzhen) Co., Ltd.

company controlled by CEO, Mr.

legal representative of HPF, became not a related party when HPF was disposed of in November, 2020

legal representative of XKJ

legal representative of YBY

spouse of legal representative of HSW

Company leases Shenzhen XKJ office rent-free from Bihua Yang.

September, the Company disposed of $114,229 aged inventories in HSW to Mr.

Jinlong Huang at cost with no gain or loss recognized.

Company had the following related party balances at the end of the years:

Amount due from related

Hongye Financial Consulting (Shenzhen) Co., Ltd.

lease of the quarter ended March 31, 2021 paid on behalf of Hongye Financial Consulting (Shenzhen) Co., Ltd.

for the shared office in

Related party debt

Zhida Hong (1)

Bihua Yang (2)

Dewu Huang (3)

Zhongpeng Chen

Jinlong Huang

decrease was due to net repayment of debt due to Zhida Hong.

During years ended March 31, 2021, the Company received financial support

of $2.2 million from Zhida Hong and repaid $3.6 million of debts due to him.

financial support from Bihua Yang for XKJ’s daily operation.

increase of related party debt was additional financial support provided by Dewu Huang for YBY’s daily operation.

Principal Accountant Fees and Services

During fiscal years ended March 31, 2020

and 2019 we incurred approximately $80,000 and $82,000, respectively in fees to our principal independent

accountants for professional services rendered in connection with the audit of our March 31, 2020 and 2019 financial

statements and for the reviews of our financial statements for the quarters ended during such periods.

fiscal years ended March 31, 2021 and 2010 we incurred approximately $195,000 and $80,000, respectively in fees to our principal

independent accountants for professional services rendered in connection with the audit of our March 31, 2021 and 2020 financial statements

and for the reviews of our financial statements for the quarters ended during such periods.

following exhibits are included as part of this report by reference:

Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

Certification

of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

Certification

of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

Certifications

by the Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

Certifications by the Chief

Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C.

Section 1350, as adopted

pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

Section 1350,

as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

Certifications

by the Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C.

Section 1350,

as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

permitted, the registrant has elected not to supply a summary of information required by Form 10-K.

to the requirements of Section 13 or 15(d) 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.

to the requirements of Section 13 or 15(d) 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.

June 29, 2021

Chief Executive Officer, Secretary and Director

to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities on the dates indicated.

to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant

and in the capacities on the dates indicated.

Chief Executive Officer and Director

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures