What changed in this filing

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Item 9A. Controls and Procedures

2022-06-23 compared with 2021-06-29 · 163 added, 90 removed, 352 unchanged (42% of the section changed)

2 unchanged sentences

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.

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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

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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”).

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

2022 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.

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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

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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

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Other Information

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance

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Director Nominee*

of the Audit Committee

of the Compensation Committee

of the Nominating and Corporate Governance Committee

Member of the Audit Committee

Member of the Compensation Committee

Member 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

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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

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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 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

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Huang Chao, Chief Financial Officer and Treasurer

Huang Chao earned two bachelor’s degrees, one in marketing from Shaoguan University, China in 2014 and the other in international

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

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

He handles all Company’s

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

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Jiaxin, Independent Director

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

Yu currently is the senior

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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

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

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Zhiwang, Director

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

China in 2014.

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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

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Board has determined that Mr.

Hamilton satisfies the definition of “independent director”

in accordance with Rule 5605(a)(2)

Hamilton satisfies the definition of “independent director” in accordance with Rule 5605(a)(2)

of the Marketplace Rules of The Nasdaq Stock Market, Inc.

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(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.

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

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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

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)

Xiao satisfies the definition of “independent director” in accordance with Rule 5605(a)(2)

of the Marketplace Rules of The Nasdaq Stock Market, Inc.

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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 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

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;

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.

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and recommending to the board corporate governance principles and practices;

and monitoring the Company’s Code of Business Conduct and Ethics;

the evaluation of the Company’s management.

and monitoring the Company’s Code of Business Conduct and Ethics;

the evaluation of the Company’s management.

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

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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.

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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

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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;

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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

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Compensation Table

Compensation Table Name and Principal Position

Summary Compensation Table Name and Principal Position

Option Awards ($)

Incentive Plan

Non-Qualified

Deferred Compensation Earnings

Other Compensation

Non-Qualified Deferred Compensation Earnings

All Other Compensation

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

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

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

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

Hong’s compensation is $1,436 per month.

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

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

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

Chao’s compensation is $1,436 per month.

Chao may be entitled to options from time to time as

authorized and approved by the Compensation Committee or the Board of Directors.

Chao’s compensation is $1,849 per month.

Chao may be entitled to options from time to time as authorized

and approved by the Compensation Committee or the Board of Directors.

Disclosure to Summary Compensation Table

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date, there have been no options exercised by our named officers.

Compensation Table

Name and Position

Incentive Plan

Non-Qualified

Deferred Compensation Earnings

Other Compensation

Shan Cui (resigned)

(Independent Director)

Weilin Li (resigned)

(Independent Director)

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

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.

Li Weilin is entitled to 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.

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.

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ownership and voting power.

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

The column entitled “Percentage Ownership of Shares of Common Stock” is based

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

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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

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.

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with respect to the shares shown.

Name and Address (1)

Directors and Officers

Jiangping (Gary) Xiao*

All Officers and Directors

(six persons)

Owner of more than 5% of

All Officers and Directors (six persons)

Owner of more than 5% of Class

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

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Effective Date.

Certain Relationships and Related Transactions

Certain Relationships, Related Transactions and Director Independence

the year ended March 31, 2022, we have related party transactions as set forth below:

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legal representative of YBY

spouse of legal representative of HSW

manager of HSW

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

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

Amount due from related

Amount due from related party

Hongye Financial Consulting (Shenzhen) Co., Ltd.

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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.

During year ended March 31, 2022, the Company received financial support

of approximately $0.5 million from Zhida Hong and repaid approximately $0.9 million of debts due to him.

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

decrease of related party debt was mainly due to the repayment of the debt.

borrowing balances of related party are unsecured, non-interest bearing and repayable on demand.

The Board has determined that each of Yu Jiaxin,

Hamilton and Jiangping (Gary) 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.

Principal Accountant Fees and Services

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 table sets forth fees billed, or expected to be billed, to us by our independent

registered public accounting firm for the years ended March 31, 2022 and 2021, for (i) services

rendered for the audit of our annual financial statements and the review of our quarterly

financial statements;

(ii) services rendered that are reasonably related to the performance

of the audit or review of our financial statements that are not reported as “audit

fees;” (iii) services rendered in connection with tax preparation, compliance, advice

and assistance;

and (iv) all other services:

ACCOUNTING FEES AND SERVICES

Audit fees (1)

Audit-related fees

All other fees

fees consist of fees incurred for professional services rendered for the audit of financial

statements, for reviews of our fiscal yearend financial statements included in our quarterly

reports on Form 10-Q and for services that are normally provided in connection with statutory

or regulatory filings or engagements.

Board pre-approves all services provided by our independent auditors.

All of the above services and fees were reviewed and approved by

the Board either before or after the respective services were rendered.

Board has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for

activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

Exhibits , Financial Statement Schedules .

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

of Incorporation

of Amendment Pursuant to NRS 78.386 and 78.390, effectuating the two for one forward stock split and increasing the authorized shares

of common stock of Addentax Group Corp.

from 75,000,000 to 150,000,000

of Amendment Pursuant to NRS 78.385 and 78.390, increasing the authorized shares of common stock of Addentax Group Corp.

to 1,000,000,000

of Change Pursuant to NRS 78.209, effectuating the 20-for-1 reverse stock split and decreasing the authorized shares of common stock

of Addentax Group Corp.

from 1,000,000,000 to 50,000,000

and Restated Bylaws

of Securities.

Agreement, dated March 2, 2015

of the sale goods, dated February 3, 2015

Agreement, dated December 15, 2014

Agreement, dated October 28, 2014

of Subscription Agreement

and Purchase Agreement for the Acquisition of 100% of the shares and assets of Yingxi Industrial Chain Group Co., Ltd.;

Dated December

and Purchase Agreement for the Acquisition of 100% of the shares and assets of Yingxi Industrial Chain Group Co., Ltd.;

Director Agreement with Mr.

Director Agreement with Ms.

Director Agreement with Jiangping (Gary) Xiao

dated October 27, 2015 from Cutler & Co.

LLC to the Securities and Exchange Commission.

from Pritchett Siler & Hardy, PC dated February 22, 2017

of the Registrant .

Certification

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

XBRL Instance Document

XBRL Taxonomy Extension

Schema Document +

XBRL Taxonomy Extension

Calculation Linkbase Document +

XBRL Taxonomy Extension

Definitions Linkbase Document +

XBRL Taxonomy Extension

Label Linkbase Document +

XBRL Taxonomy Extension

Presentation Linkbase Document +

Cover Page Interactive

Data File (embedded within the Inline XBRL document)

+ Filed herewith

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

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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