UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
☒
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended: September 30, 2022
☐
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from _____________ to _________________
Commission
File No. 333-206097
ADDENTAX GROUP CORP.
(Exact
name of registrant as specified in its charter)
Nevada
35-2521028
(State
or other jurisdiction of
(I.R.S.
Employer
incorporation
or formation)
Identification
Number)
Kingkey
100, Block A , Room 4805 ,
Luohu
District , Shenzhen City , China 518000
(Address
of principal executive offices)
+
(86) 755 86961 405
(Registrant’s
telephone number )
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
Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
☒
Yes ☐ No
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
☒
Yes ☐ No
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”
and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ☐
Accelerated
filer ☐
Non-accelerated
filer ☒
Smaller
reporting company ☒
Emerging
growth ☒
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. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
As
of, 2022, there were 31,093,004 shares outstanding of the registrant’s common stock.
TABLE
OF CONTENTS
PART I – FINANCIAL INFORMATION
Item
1.
Financial Statements (Unaudited)
F-3
Item
2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
3
Item
3.
Quantitative and Qualitative Disclosures About Market Risk
16
Item
4.
Controls and Procedures
16
PART II – OTHER INFORMATION
Item
1.
Legal Proceedings
17
Item
1A.
Risk Factors
17
Item
2.
Unregistered Sales of Equity Securities and Use of Proceeds
17
Item
3.
Defaults Upon Senior Securities
17
Item
4.
Mine Safety Disclosures
17
Item
5.
Other Information
17
Item
6.
Exhibits
17
2
PART
I – FINANCIAL INFORMATION
Item
1. Financial Statements and Supplementary Data
ADDENTAX
GROUP CORP.
FINANCIAL
STATEMENTS
For
the six months ended September 30, 2022 and 2021
TABLE
OF CONTENTS
Condensed Consolidated Balance sheets as of September 30, 2022 and March 31, 2022 (unaudited)
F-4
Condensed Consolidated Statements of Income and Comprehensive Income for the Six months ended June 30, 2022 and 2021 (unaudited)
F-5
Condensed Consolidated Statements of Changes in Equity for the six months ended September 30, 2022 and 2021 (unaudited)
F-6
Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2022 and 2021 (unaudited)
F-7
Notes to Condensed Consolidated Financial Statements for the six months ended September 30, 2022 and 2021 (unaudited)
F-8
– F-16
F- 3
ADDENTAX
GROUP CORP. AND SUBSIDIARIES
UNAUDITED
CONDENSED CONSOLIDATED BALANCE SHEETS
(In
U.S. Dollars, except share data or otherwise stated)
(UNAUDITED)
September 30, 2022
March 31, 2022
ASSETS
CURRENT ASSETS
Cash and cash equivalents
$ 2,034,410
$ 1,390,644
Accounts receivables, net
1,895,213
2,164,970
Debt securities held-to-maturity
17,500,000
-
Inventories
247,335
266,596
Prepayments and other receivables
4,561,827
575,210
Advances to suppliers
1,158,364
1,181,466
Amount due from related party
36,122
110,242
Total current assets
27,433,271
5,689,128
NON-CURRENT ASSETS
Plant and equipment, net
684,949
836,419
Long-term prepayments
122,138
31,496
Operating lease right of use asset
4,221,393
6,530,017
Total non-current assets
5,028,480
7,397,932
TOTAL ASSETS
$ 32,461,751
$ 13,087,060
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term loan
$ 134,245
$ 151,090
Accounts payable
114,598
1,334,483
Amount due to related parties
2,469,127
3,694,989
Advances from customers
2,538
2,375
Accrued expenses and other payables
2,486,643
1,445,473
Operating lease liability current portion
3,343,271
3,763,931
Total current liabilities
8,550,422
10,392,341
NON-CURRENT LIABILITIES
Operating lease liability
878,123
2,766,086
TOTAL LIABILITIES
$ 9,428,545
$ 13,158,427
EQUITY (deficit)
Common stock ($ 0.001 par value, 50,000,000 shares authorized, 31,693,004 shares and 26,693,004 shares issued and outstanding at September 30 and March 31, 2022, respectively)
$ 31,693
$ 26,693
Additional paid-in capital
29,532,326
6,815,333
Accumulated Deficit
( 6,576,342 )
( 6,756,230 )
Statutory reserve
13,821
13,821
Accumulated other comprehensive loss
31,708
( 170,984 )
Total equity (deficit)
23,033,206
( 71,367 )
TOTAL LIABILITIES AND EQUITY
$ 32,461,751
$ 13,087,060
See
accompany notes to the unaudited condensed consolidated financial statements.
F- 4
ADDENTAX
GROUP CORP. AND SUBSIDIARIES
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In
U.S. Dollars, except share data or otherwise stated)
Three months ended
September 30,
Six months ended
September 30,
2022
2021
2022
2021
REVENUES
$ 2,144,019
$ 2,757,832
$ 4,530,403
$ 7,044,263
COST OF REVENUES
( 1,578,858 )
( 2,287,407 )
( 3,508,558 )
( 5,990,433 )
GROSS PROFIT
565,161
470,425
1,021,845
1,053,830
OPERATING EXPENSES
Selling and marketing
( 30,002 )
( 45,802 )
( 35,644 )
( 92,192 )
General and administrative
( 465,007 )
( 462,886 )
( 869,947 )
( 923,201 )
Total operating expenses
( 495,009 )
( 508,688 )
( 905,591 )
( 1,015,393 )
INCOME (LOSS) FROM OPERATIONS
70,152
( 38,263 )
116,254
38,437
Interest income
1,762
96
5,000
2,063
Interest expenses
( 2,209 )
( 617 )
( 4,667 )
( 2,849 )
Other income, net
22,973
75,764
74,056
89,001
INCOME BEFORE INCOME TAX EXPENSE
92,678
36,980
190,643
126,652
INCOME TAX EXPENSE
( 9,461 )
( 4,959 )
( 10,755 )
( 15,684 )
NET INCOME
83,217
32,021
179,888
110,968
Foreign currency translation gain (loss)
97,543
( 3,626 )
202,692
( 34,142 )
TOTAL COMPREHENSIVE INCOME
$ 180,760
$ 28,395
$ 382,580
$ 76,826
EARNINGS PER SHARE
Basic and diluted
0.00
0.00
0.01
0.00
Weighted average number of shares outstanding – Basic and diluted
27,117,662
26,405,333
27,117,662
26,405,333
See
accompany notes to the unaudited condensed consolidated financial statements.
F- 5
ADDENTAX
GROUP CORP. AND SUBSIDIARIES
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In
U.S. Dollars, except share data or otherwise stated)
Common Stock
Additional
Retained earnings
(accumulated deficit)
Accumulated other
Shares
Amount
paid-in
capital
Unrestricted
Statutory reserve
comprehensive loss
Total Equity
BALANCE AT JUNE 30, 2021
26,693,004
$ 26,093
$ 6,815,333
$ ( 6,755,281 )
$ 13,821
$ ( 133,633 )
$ ( 33,067 )
Foreign currency translation
-
-
-
-
-
( 3,626 )
( 3,626 )
Net income for the period
-
-
-
32,021
-
-
32,021
BALANCE AT SEPTEMBER 30, 2021
26,693,004
$ 26,693
$ 6,815,333
$ ( 6,723,260 )
$ 13,821
$ ( 137,259 )
$ ( 4,672 )
BALANCE AT JUNE 30, 2022
26,693,004
$ 26,693
$ 6,815,333
$ ( 6,659,559 )
$ 13,821
$ ( 65,835 )
$ 130,453
Paid in capital
5,000,000
5,000
22,716,993
-
-
-
22,721,993
Foreign currency translation
-
-
-
-
-
97,543
97,543
Net income for the period
-
-
-
83,217
-
-
83,217
BALANCE AT SEPTEMBER 30, 2022
31,693,004
$ 31,693
$ 29,532,326
$ ( 6,576,342 )
$ 13,821
$ 31,708
$ 23,033,206
BALANCE AT MARCH 31, 2021
26,693,004
$ 26,093
$ 6,815,333
$ ( 6,834,228 )
$ 13,821
$ ( 103,117 )
$ ( 81,498 )
Foreign currency translation
-
-
-
-
-
( 34,142 )
( 34,142 )
Net income for the period
-
-
-
110,968
-
-
110,968
BALANCE AT SEPTEMBER 30, 2021
26,693,004
$ 26,693
$ 6,815,333
$ ( 6,723,260 )
$ 13,821
$ ( 137,259 )
$ ( 4,672 )
BALANCE AT MARCH 31, 2022
26,693,004
$ 26,693
$ 6,815,333
$ ( 6,756,230 )
$ 13,821
$ ( 170,984 )
$ ( 71,367 )
Paid in capital
5,000,000
5,000
22,716,993
-
-
-
22,721,993
Foreign currency translation
-
-
-
-
-
202,692
202,692
Net income for the period
-
-
-
179,888
-
-
179,888
BALANCE AT SEPTEMBER 30, 2022
31,693,004
$ 31,693
$ 29,532,326
$ ( 6,576,342 )
$ 13,821
$ 31,708
$ 23,033,206
See
accompany notes to the unaudited condensed consolidated financial statements.
F- 6
ADDENTAX
GROUP CORP. AND SUBSIDIARIES
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In
U.S. Dollars, except share data or otherwise stated)
Six Months Ended September 30
2022
2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
$ 179,888
$ 110,968
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization
171,493
71,398
Changes in operating assets and liabilities
Accounts receivable
269,757
3,216,556
Inventories
19,261
( 30,372 )
Advances to suppliers
23,102
( 1,114,244 )
Other receivables
( 1,561,056 )
( 399,257 )
Accounts payables
( 1,347,677 )
( 1,801,257 )
Accrued expenses and other payables
718,539
44,382
Advances from customers
163
52,308
Net cash provided by (used in) operating activities
$ ( 1,526,530 )
$ 150,482
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of plant and equipment and other assets
-
( 142,922 )
Purchase of debt securities
( 17,500,000 )
-
Net cash used in investing activities
$ ( 17,500,000 )
$ ( 142,922 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issue of ordinary shares
20,221,993
-
Proceeds from related party borrowings
2,231,376
1,623,725
Repayment of related party borrowings
( 2,803,515 )
( 2,762,272 )
Repayment of bank borrowings
( 416 )
-
Net cash provided by financing activities
$ 19,649,438
$ ( 1,138,547 )
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
622,908
( 1,130,987 )
Effect of exchange rate changes on cash and cash equivalents
20,858
( 3,421 )
Cash and cash equivalents, beginning of the period
1,390,644
1,845,077
CASH AND CASH EQUIVALENTS, END OF THE PERIOD
$ 2,034,410
$ 710,669
Supplemental disclosure of cash flow information:
Cash paid during the year for interest
$ -
$ 1,935
Cash paid during the year for income tax
$ 10,755
$ 15,684
Supplemental disclosure of non-cash investing and financing activities:
Right-of-use assets obtained in exchange for operating lease obligations
$ -
$ 345,847
See
accompany notes to the unaudited condensed consolidated financial statements.
F- 7
ADDENTAX
GROUP CORP. AND SUBSIDIARIES
NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1.
ORGANIZATION AND BUSINESS ACQUISITIONS
ATXG
and its subsidiaries (the “Company”) are engaged in the business of garments manufacturing, providing logistic services,
property leasing and management service in the People’s Republic of China (“PRC” or “China”) and epidemic
prevention supplies manufacturing and distribution both in China and overseas markets.
2.
BASIS OF PRESENTATION
In
the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments of a normal recurring nature
that are necessary for a fair presentation of the results for the interim periods presented. All significant intercompany transactions
and balances are eliminated in consolidation. However, the results of operations included in such financial statements may not necessary
be indicative of annual results.
The
Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures
normally included in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted
in the United States of America (“U.S. GAAP”) have been condensed or omitted. These unaudited condensed consolidated financial
statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included
in the Company’s Annual Report on Form 10-K for the year ended March 31, 2022 filed with the Securities and Exchange Commission
(“SEC”) on June 23, 2022 (“2022 Form 10-K”).
F- 8
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use
of Estimates
The
preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates
using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.
There
is no change on the accounting policies for the three months ended September 30, 2022.
Recently
issued accounting pronouncements
In
June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on
Financial Instruments. This standard requires a financial asset (or group of financial assets) measured at amortized cost basis to be
presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the
amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial
asset. This standard will be effective for the Company on April 1, 2023. The Company is currently evaluating the impact the adoption
of this ASU will have on its consolidated financial statements.
The
Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have
a significant impact on the Company’s consolidated financial statements.
F- 9
4.
RELATED PARTY TRANSACTIONS
SCHEDULE OF RELATED PARTIES RELATIONSHIP WITH THE COMPANY
Name
of Related Parties
Relationship
with the Company
Zhida
Hong
President,
CEO, and a director of the Company
Hongye
Financial Consulting (Shenzhen) Co., Ltd.
A
company controlled by CEO, Mr. Zhida Hong
Bihua
Yang
A
legal representative of Shenzhen Xin Kuai Jie Transportation Co., Ltd (“XKJ”), a wholly subsidiary of our Company
Dewu
Huang
A
legal representative of Shantou Yi Bai Yi Garments Co., Ltd (“YBY”), a wholly-owned subsidiary of our Company
Jinlong
Huang
A
spouse of legal representative of Dongguan Heng Sheng Wei Garments Co., Ltd (“HSW”), a wholly owned subsidiary of our
Company
Huilin
Chen
A
legal representative of Shenzhen Yingxi Peng Fa Logistic Co., Ltd (“PF”), a wholly-owned subsidiary of our Company
The
Company leases Shenzhen XKJ office rent-free from Bihua Yang.
The
Company had the following related party balances as of September 30, 2022 and March 31, 2022:
SCHEDULE OF RELATED PARTIES
Amount due from related party
September 30, 2022
March
31, 2022
Hongye Financial Consulting (Shenzhen) Co., Ltd.
$ 36,122
$ 110,242
$ 36,122
$ 110,242
Related party borrowings
September 30, 2022
March
31, 2022
Zhida Hong ( 1 )
$ 1,334,995
$ 3,297,951
Huilin Chen
702
-
Bihua Yang ( 2 )
18,433
31,738
Dewu Huang
1,012,052
212,290
Jinlong Huang
102,945
153,010
$ 2,469,127
$ 3,694,989
(1)
Being
interest free loan as financial support from Zhida Hong to daily operation of the Company.
(2)
Being
financial support from Bihua Yang for XKJ’s daily operation.
(3)
Being
interest free advanced loan as financial support from Dewu Huang for YBY’s daily operation.
The
borrowing balances with related parties are unsecured, non-interest bearing and repayable on demand.
5.
DEBT SECURITIES HELD-TO-MATURITY
SCHEDULE
OF DEBT SECURITIES HELD-TO-MATURITY
September 30, 2022
March 31, 2022
Debt securities held-to-maturity
$ 17,500,000
$ -
The
Company purchased a note issued by a third-party investment company in August 24, 2022. The principal amount of the note is $ 17,500,000 .
The note was renewable with one-year tenor and 2.5 %
p.a. coupon.
6.
INVENTORIES
Inventories
consist of the following as of September 30, 2022 and March 31, 2022:
SCHEDULE OF INVENTORIES
September 30, 2022
March 31, 2022
Raw materials
$ 9,048
$ 184,498
Work in progress
125,568
1,327
Finished goods
112,719
80,771
Total inventories
$ 247,335
$ 266,596
F- 10
7.
ADVANCES TO SUPPLIERS
The
Company has made advances to third-party suppliers in advance of receiving inventory parts. These advances are generally made to expedite
the delivery of required inventory when needed and to help to ensure priority and preferential pricing on such inventory. The amounts
advanced to suppliers are fully refundable on demand.
The
Company reviews a supplier’s credit history and background information before advancing a payment. If the financial condition of
its suppliers were to deteriorate, resulting in an impairment of their ability to deliver goods or provide services, the Company would
recognize bad debt expense in the period they are considered unlikely to be collected.
8.
PREPAYMENTS AND OTHER RECEIVABLES
Prepayments
and other receivables consist of the following as of September 30, 2022 and March 31, 2022:
SCHEDULE OF PREPAYMENTS AND OTHER RECEIVABLES
September 30, 2022
March 31, 2022
Prepayment
18,179
14,046
Deposit
1,233,591
64,653
Receivable of consideration on disposal of subsidiaries
233,162
269,798
Other receivables
3,076,895
226,713
Total prepayments
and other receivables
$ 4,561,827
$ 575,210
9.
PROPERTY, PLANT AND EQUIPMENT
Property,
plant and equipment consists of the following as of September 30, 2022 and March 31, 2022:
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT
September 30, 2022
March 31, 2022
Production plant
$ 65,972
$ 74,034
Motor vehicles
1,062,472
1,192,296
Office equipment
25,122
28,191
Plant and equipment, gross
1,153,566
1,294,521
Less: accumulated depreciation
( 468,617 )
( 458,102 )
Plant and equipment, net
$ 684,949
$ 836,419
Depreciation
expense for the three and six months ended September 30, 2022 and 2021 was $ 32,948 and $ 42,008 , $ 68,832 and $ 71,397 , respectively.
F- 11
10.
SHORT-TERM BANK LOAN
In
August 2019, HSW entered into a facility agreement with Agricultural Bank of China and obtained a line of credit, which allows the Company
to borrow up to approximately $ 153,172 (RMB 1,000,000 ) for daily operations. The loans are guaranteed at no cost by the legal representative
of HSW. As of September 30, 2022, the Company has borrowed $ 134,245 (RMB 955,281 ) (March 31, 2022: $ 151,090 ) under this line of credit
with various annual interest rates from 4.84 % to 4.9 % . The outstanding loan balance was due on September 30, 2021 . The Company was not
able to renew the loan facility with the bank. The Company is negotiating with the bank on repayment schedule of the loan balance and
interest payable.
11.
INCOME TAXES
(a)
Enterprise
Income Tax (“EIT”)
The
Company operates in the PRC and files tax returns in the PRC jurisdictions.
Yingxi
Industrial Chain Group Co., Ltd was incorporated in the Republic of Seychelles and, under the current laws of the British Virgin Islands,
and is not subject to income taxes. It’s wholly owned subsidiary of Addentax Group Corp.
Yingxi
HK (Yingxi Industrial Chain Investment Co., Ltd.) was incorporated in Hong Kong which is indirectly wholly owned by Addentax Group Corp.,
and is subject to Hong Kong income tax at a progressive rate of 16.5 % . No provision for income taxes in Hong Kong have been made as Yingxi
HK had no taxable income for the three and six months ended September 30, 2022 and 2021.
YX,
our wholly owned subsidiary, were incorporated in the PRC and is subject to the EIT tax rate of 25 % . No provision for income taxes in
the PRC have been made as YX had no taxable income for the three and six months ended Septermber 30, 2022 and 2021.
The
Company is governed by the Income Tax Laws of the PRC. All Yingxi’s operating companies were subject to progressive EIT rates from
5 % to 15 % in 2022 and 2021. The preferential tax rate will be expired at end of year 2022 and the EIT rate will be 25% from year 2023.
The
Company’s parent entity, Addentax Group Corp. is a U.S entity and is subject to the United States federal income tax. No provision
for income taxes in the United States have been made as Addentax Group Corp. had no United States taxable income for the three and six
months ended September 30, 2022 and 2021.
F- 12
The
reconciliation of income taxes computed at the PRC statutory tax rate applicable to the PRC, to income tax expenses are as follows:
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION
Three months ended
Six months ended
September 30,
September 30,
2022
2021
2022
2021
PRC statutory tax rate
25 %
25 %
25 %
25 %
Computed expected benefits
23,170
9,245
47,661
31,663
Temporary differences
( 53,206 )
( 17,388 )
( 93,771 )
( 56,847 )
Permanent difference
5,587
( 1,230 )
3,026
248
Changes in valuation allowance
33,910
14,332
53,839
40,620
Income tax expense
$ 9,461
$ 4,959
10,755
15,684
(b)
Value
Added Tax (“VAT”)
In
accordance with the relevant taxation laws in the PRC, the normal VAT rate for domestic sales is 13 % , which is levied on the invoiced
value of sales and is payable by the purchaser. The subsidiaries HSW, YBY and YS enjoyed preferential VAT rate of 13 % . The Companies
are required to remit the VAT they collect to the tax authority. A credit is available whereby VAT paid on purchases can be used to offset
the VAT due on sales.
For
services, the applicable VAT rate is 9 % under the relevant tax category for logistic company, except the branch of YXPF enjoyed the preferential
VAT rate of 3 % in 2022 and 2021. The Company is required to pay the full amount of VAT calculated at the applicable VAT rate of the invoiced
value of sales as required. A credit is available whereby VAT paid on gasoline and toll charges can be used to offset the VAT due on
service income.
12.
CONSOLIDATED SEGMENT DATA
Segment
information is consistent with how chief operating decision maker reviews the businesses, makes investing and resource allocation decisions
and assesses operating performance. The segment data presented reflects this segment structure. The Company reports financial and operating
information in the following four segments:
(a)
Garment
manufacturing . Including manufacturing and distribution of garments;
(b)
Logistics
services . Providing logistic services; and
(c)
Epidemic
prevention supplies . Including manufacturing, distribution and trading of epidemic prevention supplies.
(d)
Property
management and subleasing. Providing shops subleasing and property management services for garment wholesalers and retailers
in garment market.
The
Company also provides general corporate services to its segments and these costs are reported as “Corporate and others”.
F- 13
Selected
information in the segment structure is presented in the following tables:
Revenues
by segment for the three and six months ended September, 2022 and 2021 are as follows:
SCHEDULE OF SEGMENT REPORTING FOR REVENUE
1
2
3
4
Three months ended
Six months ended
September 31,
September 31,
Revenues from external customers
2022
2021
2022
2021
Garments manufacturing segment
861
393,391
41,287
2,462,532
Logistics services segment
1,221,658
1,317,360
2,612,540
2,425,402
Property management and subleasing
920,201
1,047,081
1,875,036
2,156,329
Epidemic prevention supplies segment
1,299
-
1,540
-
Total of reportable segments and consolidated revenue
$ 2,144,019
$ 2,757,832
$ 4,530,403
$ 7,044,263
Intersegment revenue
Garments manufacturing segment
-
-
-
2,415
Income
(loss) from operations by segment for the three and six months ended September 30, 2022 and 2021 are as follows:
SCHEDULE OF SEGMENT REPORTING FOR INCOME FROM OPERATION
1
2
3
4
Three months ended
Six months ended
September 30,
September 30,
2022
2021
2022
2021
Garments manufacturing segment
( 28,088 )
1,119
( 56,744 )
124,748
Logistics services segment
152,381
105,246
272,422
110,109
Property management and subleasing
89,624
( 24,120 )
123,721
33,091
Epidemic prevention supplies segment
( 974 )
-
( 974 )
-
Total of reportable segments
$ 212,943
$ 82,245
$ 338,425
$ 267,948
Corporate and other
( 142,791 )
( 120,508 )
( 222,171 )
( 229,511 )
Total consolidated income (loss) from operations
70,152
( 38,263 )
116,254
38,437
Total
assets by segment as at September 30, 2022 and March 31, 2022 are as follows:
SCHEDULE OF SEGMENT REPORTING FOR ASSETS
1
2
Total assets
September 30,
2022
March 31,
2022
Garment manufacturing segment
$ 1,611,781
$ 1,784,020
Logistics services segment
2,662,834
2,610,469
Property management and subleasing
6,277,133
7,608,997
Epidemic prevention supplies
43,345
64,885
Total of reportable segments
10,595,093
12,068,371
Corporate and other
21,866,658
1,018,689
Consolidated total assets
$ 32,461,751
$ 13,087,060
Geographical
Information
The
Company operates predominantly in China. In presenting information on the basis of geographical location, revenue is based on the geographical
location of customers and long-lived assets are based on the geographical location of the assets.
SCHEDULE OF GEOGRAPHICAL INFORMATION
Geographic
Information
Three months ended
September 30,
Six months ended
September 30,
2022
2021
2022
2021
Revenues
China
2,144,019
2,757,832
4,530,403
7,044,263
Total
2,144,019
2,757,832
4,530,403
7,044,263
September 30, 2022
March 31, 2022
Long-Lived Assets
China
5,028,480
7,397,932
F- 14
13.
LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES
The
Company recognized right-of-use asset as well as lease liability according to the ASC 842, Leases (with the exception of short-term leases).
Lease liabilities are measured at present value of the sum of remaining rental payments as of September 30, 2022, with discounted rate
of 4.75 % . A single lease cost is recognized over the lease term on a generally straight-line basis. All cash payments of operating lease
cost are classified within operating activities in the statement of cash flows.
The
Company leases its head office. The lease period is 5 years with an option to extend the lease. The Company leases its plant and dormitory
for 4.5 years with an option to extend the lease. The Company leased several floors in a commercial building for its sublease business
for 3 years with an option to extend the lease.
The
Following table summarizes the components of lease expense:
SCHEDULE OF LEASE COST
1
2
3
4
Three months ended
September 30,
Six months ended
September 30,
2022
2021
2022
2021
Operating lease cost
876,509
975,894
1,821,058
1,910,560
Short-term lease cost
18,971
41,883
39,416
62,785
Total
$ 895,480
$ 1,017,777
$ 1,860,474
$ 1,973,345
The
following table summarizes supplemental information related to leases:
SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES
Three months ended
September 30,
Six months ended
September 30,
2022
2021
2022
2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flow from operating leases
$ 895,480
$ 1,017,777
1,860,474
1,973,345
Right-of-use assets obtained in exchange for new operating leases liabilities
-
167,658
-
345,847
Weighted average remaining lease term - Operating leases (years)
1.3
2.3
1.3
2.3
Weighted average discount rate - Operating leases
4.75 %
4.75 %
4.75 %
4.75 %
The
following table summarizes the maturity of operating lease liabilities:
SCHEDULE OF OPERATING LEASE LIABILITY
1
Years ending September 30
Lease cost
2023
$ 3,502,076
2024
963,525
Total lease payments
4,465,601
Less: Interest
( 244,208 )
Total
$ 4,221,393
14.
RISKS AND UNCERTAINTIES
(a)
Economic
and Political Risks
The
Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition and results of operations
may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC economy.
The
Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies
in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment
and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions
in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion,
remittances abroad, and rates and methods of taxation.
(b)
Foreign
Currency Translation
The
Company’s reporting currency is the U.S. dollar. The functional currency of the parent company is the U.S. dollar and the functional
currency of the Company’s operating subsidiaries is the Chinese Renminbi (“RMB”). For the subsidiaries whose functional
currencies are the RMB, all assets and liabilities are translated at exchange rates at the balance sheet date, which was 7.116 and 6.341
as of September 30, 2022 and March 31, 2022, respectively. Revenue and expenses are translated at the average yearly exchange rates,
which was 6.723 and 6.466 for the six months ended September 30, 2022 and 2021, respectively. Equity is translated at historical exchange
rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustments
to other comprehensive loss, a component of equity.
(c)
Concentration
Risks
The
followings are the percentages of accounts receivable balance of the top customers over accounts receivable for each segment as of September
30, 2022 and March 31, 2022.
SCHEDULE OF CONCENTRATION RISKS
F- 15
Garment
manufacturing segment
September 30, 2022
March 31, 2022
Customer A
89.0 %
85.3 %
Customer B
10.7 %
11.4 %
Customer C
0.3 %
Nil
The
high concentration as of September 30, 2022 was mainly due to business development of a large distributor of garments. Management believes
that should the Company lose any one of its major customers, it was able to sell similar products to other customers.
Logistics
services segment
September
30, 2022
March
31, 2022
Customer A
19.1 %
19.1 %
Customer B
10.1 %
3.9 %
Customer C
9.2 %
Nil %
Customer D
8.7 %
0.1 %
Customer E
6.5 %
8.2 %
Property
management and subleasing segment
There
is no account receivable for Property management and subleasing segment as of both September 30, 2022 and March 31, 2022.
Epidemic
prevention supplies segment
The
accounts receivable of Epidemic prevention supplies segment, as at both September 30, 2022 and March 31, 2022, was from one customer
only.
For
the three months ended September 30, 2022, no customer provided more than 10% of total revenue of the Company. For the six months ended
September 30, 2022, one customer from garment segment provided more than 10% of total revenue of the Company, represented 10.5 % of total
revenue of the Company for the six months. For the three and six months ended September 30, 2021, one customer from garment segment provided
more than 10% of total revenue of the Company, represented 14.0 % of total revenue of the Company for the three months and 34.5 % for the
six months.
Management
believes that should the Company lose any one of its major customers, it was able to sell similar products to other customers.
The
following tables summarized the purchases from five largest suppliers of each of the reportable segment for the three months ended September
30, 2022 and 2021.
SCHEDULE OF PURCHASES FROM SUPPLIERS
Three months ended
Six months ended
September 30,
September 30,
2022
2021
2022
2021
Garment manufacturing segment
Nil %
100.0 %
Nil %
99.8 %
Logistics services segment
100.0 %
100.0 %
100.0 %
90.4 %
Property management and subleasing
100.0 %
100.0 %
100.0 %
100.0 %
Epidemic prevention supplies
Nil %
Nil %
Nil %
Nil %
(d)
Interest
Rate Risk
The
Company’s exposure to interest rate risk primarily relates to the interest expenses on our outstanding bank borrowings and the
interest income generated by cash invested in cash deposits and liquid investments. As of September 30, 2022, the total outstanding borrowings
amounted to $ 134,245 (RMB 955,281 ) with various interest rate from 4.84 % to 6.96 % p.a. (Note 10)
(e)
COVID-19
The
Coronavirus Disease (COVID-19) outbreak and the measures taken to contain the spread of the pandemic have created a high level of uncertainty
to global economic prospects and this has impacted the Company’s operations and its financial performance in the last three quarters
of the financial year and subsequent to the financial year end.
As
the situation continues to evolve with significant level of uncertainty, the Company is unable to reasonably estimate the full financial
impact of the COVID-19 outbreak. The Company is monitoring the situation closely and to mitigate the financial impact, it is conscientiously
managing its cost by adopting an operating cost reduction strategy and conserving liquidity by working with major creditors to align
repayment obligations with receivable collections.
F- 16
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The
following discussion and analysis of our financial condition and results of operations for the three and six months ended September 30,
2022 and 2021 should be read in conjunction with the Financial Statements and corresponding notes included in this Report on Form 10-Q.
Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our
plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated
in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors and Special
Note Regarding Forward-Looking Statements in this report. We use words such as “anticipate,” “estimate,” “plan,”
“project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,”
“may,” “will,” “should,” “could,” “target”, “forecast” and similar
expressions to identify forward-looking statements.
Overview
Our
Business
We
are a garment manufacturer and logistics services provider based in China. We are listed on the Nasdaq Capital Market under the
symbol of “ATXG”. We classify our businesses into four segments: Garment manufacturing, Logistics services, Property
management and subleasing, and Epidemic prevention supplies.
Our
garment manufacturing business consists of sales made principally to wholesaler located in the People’s Republic of China (“PRC”).
We have our own manufacturing facilities, with sufficient production capacity and skilled workers on production lines to ensure that
we meet our high quality control standards and timely delivery requirement for our customers. We conduct our garment manufacturing operations
through three wholly owned subsidiaries, namely Dongguan Heng Sheng Wei Garments Co., Ltd (“HSW”), Dongguan Yushang Clothing
Co., Ltd (“YS”), and Shantou Yi Bai Yi Garments Co., Ltd (“YBY”) which are located in the Guangdong province,
China.
Our
logistic business consists of delivery and courier services covering approximately 79 cities in approximately seven provinces and two
municipalities in China. Although we have our own motor vehicles and drivers, we currently outsource some of the business to our contractors.
We believe outsourcing allows us to maximize our capacity and maintain flexibility while reducing capital expenditures and the costs
of keeping drivers during slow seasons. We conduct our logistic operations through three wholly owned subsidiaries, namely Shenzhen Xin
Kuai Jie Transportation Co., Ltd (“XKJ”), Shenzhen Yingxi Peng Fa Logistic Co., Ltd (“PF”) and Shenzhen Yingxi
Tongda Logistic Co., Ltd (“TD”), which are located in the Guangdong province, China.
Our
property management and subleasing provides shops subleasing and property management services for garment wholesalers and retailers in
garment market. We conduct our property management and subleasing operation through a wholly owned subsidiary, namely Dongguan Yingxi
Daying Commercial Co., Ltd (“DY”).
Our
epidemic prevention supplies business consists of manufacturing and distribution of epidemic prevention products and resale of epidemic
prevention supplies purchased from third party in both domestic and overseas markets. We conduct our manufacturing of the epidemic prevention
products in Dongguan Yushang Clothing Co., Ltd (“YS”). We conduct the trading of epidemic prevention suppliers through Addentax
Group Corp. (“ATXG”) and Shenzhen Qianhai Yingxi Industrial Chain Services Co., Ltd (“YX”), a wholly owned subsidiary
of the Company.
3
Business
Objectives
Garment
Manufacturing Business
We
believe the strength of our garment manufacturing business is mainly due to our consistent emphasis on exceptional quality and timely
delivery of our products. The primary business objective for our garment manufacturing segment is to expand our customer base and improve
our profit.
Logistics
Services Business
The
business objective and future plan for our logistics services segment is to establish an efficient logistic system and to build a nationwide
delivery and courier network in China. As of September 30, 2022, we provide logistics services to over 79 cities in approximately seven
provinces and two municipalities. We expect to develop an additional 20 logistics points in existing serving cities and improve the Company’s
profit in the year end of 2023.
Property
Management and Subleasing Business
The
business objective of our property management and subleasing segment is to integrate resources in shopping mall, develop e-commerce bases
and the Internet celebrity economy together to drive to increase the value of the stores in the area. The short-term goal for the year
is to increase the occupancy rate of stores in the mall to more than 70%.
Epidemic
Prevention Supplies Business
The
primary objective of our epidemic prevention supplies business is to take the advantage of our resource in supply chain from the garment
manufacturing business segment to facilitate and maximize the production, distribution and resale of epidemic prevention supplies, in
order to increase our revenue base and improve our net profit.
Seasonality
of Business
Our
business is affected by seasonal trends, with higher levels of garment sales in our second and third quarters and higher logistics services
revenue in our third and fourth quarters. These trends primarily result from the timing of seasonal garment manufacturing shipments and
holiday periods in the logistics services segment.
Collection
Policy
Garment
manufacturing business
For
our new customers, we generally require orders placed to be backed by advances or deposits. For our long-term and established customers
with good payment track records, we generally provide payment terms between 30 to 180 days following their acknowledgement of receipt
of goods.
Logistics
services business
For
logistics services, we generally receive payments from the customers between 30 to 90 days following the date of the registration of
our receipt of packages.
Property
management and subleasing business
For
property management and subleasing business, we generally collect rental and management fees of the following month each month in advance.
Epidemic
prevention supplies business
For
Epidemic prevention supplies business, we generally receive payment from the customers within 30 days following the delivery of finished
goods. We would also give our long-term customers with a 12 months long credit term policy to maintain a good business relationship.
4
Economic
Uncertainty
Our
business is dependent on consumer demand for our products and services. We believe that the significant uncertainty in the economy in
China has increased our clients’ sensitivity to the cost of our products and services. We have experienced continued pricing pressure.
If the economic environment becomes weak, the economic conditions could have a negative impact on our sales growth and operating margins,
cash position and collection of accounts receivable. Additionally, business credit and liquidity have tightened in China. Some of our
suppliers and customers may face credit issues and could experience cash flow problems and other financial hardships. These factors currently
have not had an impact on the timeliness of receivable collections from our customers. We cannot predict at this time how this situation
will develop and whether accounts receivable may need to be allowed for or written off in the coming quarters.
Despite
the various risks and uncertainties associated with the current economy in China, we believe our core strengths will continue to allow
us to execute our strategy for long-term sustainable growth in revenue, net income and operating cash flow.
Summary
of Critical Accounting Policies
We
have identified critical accounting policies that, as a result of judgments, uncertainties, uniqueness and complexities of the underlying
accounting standards and operation involved could result in material changes to our financial position or results of operations under
different conditions or using different assumptions.
Estimates
and Assumptions
We
regularly evaluate the accounting estimates that we use to prepare our financial statements. In general, management’s estimates
are based on historical experience, on information from third party professionals, and on various other assumptions that are believed
to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
Revenue
Recognition
Revenue
is generated through sale of goods and delivery services. Revenue is recognized when a customer obtains control of promised goods or
services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods
or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising
from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive
in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:
(i)
identification
of the promised goods and services in the contract;
(ii)
determination
of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the
contract;
(iii)
measurement
of the transaction price, including the constraint on variable consideration;
(iv)
allocation
of the transaction price to the performance obligations; and
(v)
recognition
of revenue when (or as) the Company satisfies each performance obligation.
5
The
Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled
to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606
at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which
of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated
to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s
performance obligations are transferred to customers at a point in time, typically upon delivery.
For
all reporting periods, the Company has not disclosed the value of unsatisfied performance obligations for all product and service revenue
contracts with an original expected length of one year or less, which is an optional exemption that is permitted under the adopted rules.
Leases
Lessee
The
Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”)
assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets. Finance leases are included in
property and equipment, other current liabilities, and other long-term liabilities in the consolidated balance sheets.
ROU
assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease
payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present
value of lease payments over the lease term. As most of the leases do not provide an implicit rate, The Company generally use the incremental
borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement
date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments
is recognized on a straight-line basis over the lease term.
Lessor
As
a lessor, the Company’s leases are classified as operating leases under ASC 842. Leases, in which the Company is the lessor, are
substantially all accounted for as operating leases and the lease components and non-lease components are accounted for separately. Rental
income from operating leases is recognized on a straight line basis over the term of the relevant lease. Initial direct costs incurred
in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized on a straight line
basis over the lease term.
Recently
issued accounting pronouncements
In
June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on
Financial Instruments. This standard requires a financial asset (or group of financial assets) measured at amortized cost basis to be
presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the
amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial
asset. This standard will be effective for the Company on April 1, 2023. The Company is currently evaluating the impact the adoption
of this ASU will have on its consolidated financial statements.
The
Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have
a significant impact on the Company’s consolidated financial statements.
Results
of Operations for the three months ended September 30, 2022 and 2021
The
following tables summarize our results of operations for the three months ended September 30, 2022 and 2021. The table and the discussion
below should be read in conjunction with our consolidated financial statements and the notes thereto appearing elsewhere in this report.
Three Months Ended September 30,
Changes in 2022
2022
2021
compared to 2021
(In U.S. dollars, except for percentages)
Revenue
$ 2,144,019
100.0 %
$ 2,757,832
100 %
$ (613,813 )
(22.3 )%
Cost of revenues
(1,578,858 )
(73.6 )%
(2,287,407 )
(82.9 )%
708,549
31.0 %
Gross profit
565,161
26.4 %
470,425
17.1 %
94,736
20.1 %
Operating expenses
(495,009 )
(23.1 )%
(508,688 )
(18.4 )%
13,679
(2.7 )%
Income from operations
70,152
3.3 %
(38,263 )
(1.4 )%
108.415
(283.3 )%
Other income, net
22,973
1.1 %
75,764
2.7 %
(52,791 )
(69.7 )%
Net finance cost
(447 )
(0.0 )%
(521 )
(0.0 )%
74
(14.2 )%
Income tax expense
(9,461 )
(0.4 )%
(4,959 )
(0.2 )%
(4,502 )
90.8 %
Net income (loss)
$ 83,217
3.9 %
$ 32,021
1.2 %
$ 51,196
159.9 %
Revenue
Total
revenue for the three months ended September 30, 2022 decreased by approximately $0.6 million, or 22.3%, as compared with the three months
ended September 30, 2021. The decrease was mainly due to a decrease of approximately $0.4 million in garment manufacturing, a decrease
of approximately $0.1 million in logistics services business, and a decrease of approximately $0.1 million in property management and
subleasing business.
There
was nearly no revenue generated from our garment manufacturing business for the three months ended September 30, 2022. The revenue generated
from the segment was $0.4 million, or approximately 14.3%, of total revenue for the three months ended September 30, 2021. The decrease
of approximately $0.4 million was mainly due to factory facilities renewal and repair, remaining factories cannot provide as much capacity
as previously. We estimate the capacity will appear to recover in the third quarter of FY2023.
6
Revenue
generated from our logistics services business contributed approximately $1.2 million, or 57.0%, of our total revenue for the three months
ended September 30, 2022. Revenue generated from our logistic business contributed approximately $1.3 million, or 47.8%, of our total
revenue for the three months ended September 30, 2021.
Revenue
generated from our property management and subleasing business contributed approximately $0.9 million, or 42.9%, of our total revenue
for the three months ended September 30, 2022. The revenue from this business segment was $1.0 million, or 38.0%, of our total revenue
of this business for the three months ended September 30, 2021.
There
was only $1,299 generated from our epidemic prevention supplies business for the three months ended September 30, 2022 because
no other orders were obtained in the quarter. The Company accepted sales orders very cautiously to make sure the sales orders can be
matched with stable suppliers to secure profitability of each order. There was no revenue generated from this business for the three
months ended September 30, 2021.
Cost
of revenue
Three months ended September 30,
Increase (decrease) in
2022
2021
2022 compared to 2021
(In U.S. dollars, except for percentages)
Net revenue for garment manufacturing
$ 861
100.0 %
$ 393,391
100 %
$ (392,530 )
(99.8 )%
Raw materials
-
- %
269,258
68.4 %
(263,580 )
(100.0 )%
Labor
779
90.5 %
86,044
21.9 %
(85,265 )
(99.1 )%
Other and Overhead
584
67.8 %
6,420
0.5 %
(5,836 )
(90.9 )%
Total cost of revenue for garment manufacturing
1,363
158.3 %
361,722
91.9 %
(360,359 )
(99.6 )%
Gross profit (loss) for garment manufacturing
(502 )
(58.3 )%
31,670
8.1 %
(32,171 )
(101.6 )%
Net revenue for logistics services
1,221,658
100.0 %
1,317,360
100.0 %
(95,702 )
(7.3 )%
Fuel, toll and other cost of logistics services
665,401
54.4 %
448,355
34.1 %
217,046
48.4 %
Subcontracting fees
196,105
16.1 %
539,417
40.9 %
(343,312 )
(63.6 )%
Total cost of revenue for logistics services
861,506
70.5 %
987,772
75.0 %
(126,266 )
(12.8 )%
Gross Profit for logistics services
360,152
29.5 %
329,588
25.0 %
30,564
9.3 %
Net revenue for property management and subleasing
920,201
100.0 %
1,047,081
100.0 %
(126,880 )
(12.1 )%
Total cost of revenue for property management and subleasing
713,868
77.6 %
937,915
89.6 %
(224,047 )
(23.9 )%
Gross Profit for property management and subleasing
206,333
22.4 %
109,165
10.4 %
97,168
89.0 %
Net revenue for epidemic prevention supplies
$ 1,299
100.0 %
$ -
1,299
Merchandise/Finished goods/Raw materials
2,120
163.2 %
-
2,120
Total cost of revenue for epidemic prevention supplies
2,120
163.2 %
-
2,120
Gross (loss) income for epidemic prevention supplies
(821 )
(63.2 )%
-
(821 )
Total cost of revenue
$ 1,578,858
73.6 %
$ 2,287,407
82.9 %
$ (708,549 )
(31.0 )%
Gross profit
$ 565,161
26.4 %
$ 470,425
17.1 %
$ 94,736
20.1 %
7
For
our garment manufacturing business, we purchased the majority of our raw materials directly from numerous local fabric and accessories
suppliers.
Raw
material costs for our garment manufacturing business was nil in the three months ended September 30, 2022, as compared with approximately
$0.3 million in the three months ended September 30, 2021.
Labor
costs for our garment manufacturing business was approximately 90.5% of our total garment manufacturing business revenue in the three
months ended September 30, 2022, as compared with approximately 21.9% in the three months ended September 30, 2021. The increase was
mainly due to the rising wages in the PRC.
Overhead
and other expenses for our garment manufacturing business accounted for approximately 67.8% of our total garment business
revenue for the three months ended September 30, 2022, compared with approximately 0.5% of total garment business revenue for the three
months ended September 30, 2021.
For
our logistic business, we outsource some of the business to our contractors. The Company relied on a few subcontractors, in which the
subcontracting fees to our largest contractor represented approximately 26.7% and 35.6% of total cost of revenues for our service segment
for the three months ended September 30, 2022 and 2021, respectively. The decrease was mainly due to our usage of our own logistics more
than the subcontractors during the COVID-19 epidemic. We have not experienced any disputes with our subcontractors and we believe we
maintain good relationships with our contract logistics services provider.
Fuel,
toll and other costs for our service business for the three months ended September 30, 2022 were approximately $0.7 million as compared
with $0.4 million for the three months ended September 30, 2021. Fuel, toll and other costs for our service business accounted for approximately
54.4% of our total service revenue for the three months ended September 30, 2022, as compared with approximately 34.1% for the three
months ended September 30, 2021. The increase was primarily attributable to a decrease in the use of subcontractors under the COVID-19
epidemic circumstance.
Subcontracting
fees for our service business for the three months ended September 30, 2022 decreased significantly by approximately 63.6% to approximately
$0.2 million from $0.5 million for the three months ended September 30, 2021. Subcontracting fees accounted for approximately 16.1% and
40.9% of our total service business revenue in the three months ended September 30, 2022 and 2021, respectively. The decrease was primarily
due to the Company used less subcontractors under the COVID-19 epidemic circumstance.
8
For
property management and subleasing business, the cost of revenue was mainly the amortization of operating lease assets for the subleasing
business.
For
epidemic prevention supplies business, we have trading and own production segments. The cost of revenue was predominately the cost of
merchandise and cost of our own products.
Gross
profit
Garment
manufacturing business gross loss for the three months ended September 30, 2022 was approximately $502, as compared with a gross profit
of approximately $31,670 for the three months ended September 30, 2021. Gross loss accounted for -58.3% of our total Garment manufacturing
business revenue for the three months ended September 30, 2022, as compared with a gross profit of 8.1% for the three months ended September
30, 2021.
Gross
profit in our logistics services business for the three months ended September 30, 2022 was approximately $0.4 million and gross margin
was 29.5%. Gross profit in our logistics services business for the three months ended September 30, 2021 was approximately $0.3 million
and gross margin was 25.0%. The increase of gross profit margin was mainly attributable to a decrease of operating expenses
due to replacement of old vehicles and shifting our strategic focus on high margin customers.
Gross
profit in our property management and subleasing business for the three months ended September 30, 2022 was approximately $0.2 million,
or 22.4% of our total property management and subleasing business revenue. It was approximately $0.1 million, or 10.4% for the three
months ended September 30, 2021.
Three months ended September 30,
Increase (decrease) in
2022
2021
2022 compared to 2021
(In U.S. dollars, except for percentages)
Gross profit
$ 565,161
100 %
$ 470,425
100 %
94,736
20.1 %
Operating expenses:
Selling expenses
(30,002 )
(5.3 )%
(45,802 )
(9.7 )%
15,800
34.5 %
General and administrative expenses
(465,007 )
(82.3 )%
(462,886 )
(98.4 )%
(2,121 )
(0.5 )%
Total
$ (495,009 )
(87.6 )%
$ (508,688 )
(108.1 )%
13,679
2.7 %
Income from operations
$ 70,152
12.4 %
$ (38,263 )
(8.1 )%
108,415
283.3 %
Selling,
General and administrative expenses
Our
selling expenses were mainly incurred for our property management and subleasing business. It was approximately $0.03 million and $0.07
million for the three months ended September 30, 2022 and 2021, respectively. Selling expenses consist primarily of advertisement, local
transportation, unloading charges and product inspection charges.
Our
general and administrative expenses in our Garment manufacturing business segment for the three months ended September 30, 2022 and 2021
was both approximately $0.03 million. Our general and administrative expenses in our logistics services segment, for the three months
ended September 30, 2022 and 2021 was both approximately $0.2 million. The general and administrative expenses in our property management
and subleasing business remained stable at approximately $0.09 million for the three months ended September 30, 2022 and 2021. Our general
and administrative expenses in our epidemic prevention supplies segment was both nil for the three months ended September 30, 2022 and
2021, respectively. Our general and administrative expenses in our corporate office for the three months ended September 30, 2022 and
2021 remained stable at approximately $0.1 million. General and administrative expenses consist primarily of administrative salaries,
office expense, certain depreciation and amortization charges, repairs and maintenance, legal and professional fees, warehousing costs
and other expenses that are not directly attributable to our revenues.
9
Total
general and administrative expenses for the three months ended September 30, 2022 increased by approximately 0.5% to approximately $0.47
million from $0.46 million for the three months ended September 30, 2021.
Income
(Loss) from operations
Income
(loss) from operations for the three months ended September 30, 2022 and 2021 was approximately $0.07 million and ($0.04) million, respectively.
(Loss) Income from operations of approximately ($28,088) and $1,119 was attributed from our garment manufacturing segment
for the three months ended September 30, 2022 and 2021, respectively. Income from operations of approximately $0.15 million and $0.1
million was attributed from our logistics services segment for the three months ended September 30, 2022 and 2021, respectively. Income
from operations of approximately $0.09 million and $0.02 million was attributed from our property management and subleasing business
for the three months ended September 30, 2022 and 2021, respectively. There was a loss of approximately $974 and nil from operations
attributed from our epidemic prevention supplies segment for the three months ended September 30, 2022 and 2021, respectively. We incurred
a loss from operations in corporate office of approximately $0.1 million and $0.1 million for both the three months ended September 30,
2022 and 2021. The loss from our corporate office was mainly due to increase in legal and professional fees to comply with the SEC accounting,
disclosure and reporting requirements.
Income
Tax Expenses
Income
tax expense for the three months ended September 30, 2022 and 2021 was approximately $0.009 million and $0.005 million, respectively.
The Company operates in the PRC and files tax returns in the PRC jurisdictions.
Yingxi
Industrial Chain Group Co., Ltd was incorporated in the Republic of Seychelles and, under the current laws of the British Virgin Islands,
and is not subject to income taxes.
Yingxi
HK was incorporated in Hong Kong and is subject to Hong Kong income tax at a progressive tax rate of 16.5%. No provision for income taxes
in Hong Kong have been made as Yingxi HK had no taxable income for the three months ended September 30, 2022 and 2021.
QYTG
and YX were incorporated in the PRC and is subject to the PRC Enterprise Income Tax (“EIT”) rate is 25%. No provision for
income taxes in the PRC have been made as QYTG and YX had no taxable income for the three months ended September 30, 2022 and 2021.
The
Company is governed by the Income Tax Laws of the PRC. All Yingxi’s operating companies are subject to progressive EIT rates from
5% to 15% in 2022. The preferential tax rates will be expired at end of year 2022 and the EIT rate will be 25% from year 2023.
The
Company’s parent entity, Addentax Group Corp. is a U.S entity and is subject to the United States federal income tax. No provision
for income taxes in the United States have been made as Addentax Group Corp. had no United States taxable income for the three months
ended September 30, 2022 and 2021.
Net
Income (Loss)
We
incurred net income of approximately $0.08 million and $0.03 million for the three months ended September 30, 2022 and 2021, respectively.
Our basic and diluted earnings per share were $0.00 and $0.00 for the three months ended September 30, 2022 and 2021, respectively.
10
Results
of Operations for the six months ended September 30, 2022 and 2021
The
following tables summarize our results of operations for the six months ended September 30, 2022 and 2021. The table and the discussion
below should be read in conjunction with our consolidated financial statements and the notes thereto appearing elsewhere in this report.
Six
months Ended September 30,
Changes
in 2022
2022
2021
compared
to 2021
(In
U.S. dollars, except for percentages)
Revenue
$
4,530,403
100.0
%
$
7,044,263
100.0
%
$
(2,513,860
)
(35.7
)%
Cost
of revenues
(3,508,558
)
(77.4
)%
(5,990,433
)
(85.0
)%
2,481,875
41.4
%
Gross
profit
1,021,845
22.6
%
1,053,830
15.0
%
(31,985
)
(3.0
)%
Operating
expenses
(905,591
)
(20.0
)%
(1,015,393
)
(14.4
)%
109,802
10.8
%
Income
from operations
116,254
2.6
%
38,437
0.6
%
77,817
(202.5
)%
Other
income, net
74,056
1.6
%
89,001
1.3
%
(14,945
)
(16.8
)%
Net
finance cost
333
(0.0
)%
(786
)
(0.0
)%
1,119
142.4
%
Income
tax expense
(10,755
)
(0.2
)%
(15,684
)
(0.2
)%
4,929
31.4
%
Net
income
$
179,888
4.0
%
$
110,968
1.6
%
$
68,920
62.1
%
Revenue
Total
revenue for the six months ended September 30, 2022 decreased by approximately $2.5 million, or 35.7%, as compared with the six months
ended September 30, 2021. The decrease was mainly due to the significant decrease of Garment Manufacturing Business.
Losses
generated from our garment manufacturing business contributed approximately $0.04 million (0.9%) and $2.5 million (35.0%) of total losses
for the six months ended September 30, 2022 and 2021, respectively. The decrease mainly due to factory facilities renewal and repair, remaining factories cannot provide as much capacity as previously. We estimate the capacity will
appear to recover in the third quarter of FY2023.
11
Revenue
generated from our logistics services business contributed approximately $2.6 million, or 57.7%, of our total revenue for the six months
ended September 30, 2022. Revenue generated from our logistic business contributed approximately $2.4 million, or 34.4%, of our total
revenue for the six months ended September 30, 2021. The increase of $0.2 million was due to XKJ’s sales were $0.3 million higher
than the six months ended September 30, 2021.
Revenue
generated from our property management and subleasing business contributed approximately $1.9 million, or 41.4%, of our total revenue
for the six months ended September 30, 2022. Revenue generated from our property management and subleasing business contributed approximately
$2.2 million, or 30.6%, of our total revenue for the six months ended September 30, 2021.
There
was only a minor sale of $1,540 of epidemic prevention supplies products for the six months ended September 30, 2022. There was no revenue
generated from our epidemic prevention supplies business for the six months ended September 30, 2021 because no profitable orders were
obtained in the quarter. The Company accepted sales orders very cautiously to ensure the sales orders can be matched with stable suppliers
to secure profitability of each order.
Cost
of revenue
Six months ended September 30,
Increase (decrease) in
2022
2021
2022 compared to 2021
(In U.S. dollars, except for percentages)
Net revenue for garment manufacturing
$ 41,287
100.0 %
$ 2,462,532
100.0 %
$ (2,421,245 )
(98.3 )%
Raw materials
27,551
66.7 %
1,710,591
69.5 %
(1,683,040 )
(98.4 )%
Labor
9,268
22.4 %
529,335
21.5 %
(520,067 )
(98.2 )%
Other and Overhead
1,619
3.9 %
16,818
0.7 %
(15,199 )
(90.4 )%
Total cost of revenue for garment manufacturing
38,438
93.1 %
2,256,744
91.6 %
(2,218,306 )
(98.3 )%
Gross profit for garment manufacturing
2,849
6.9 %
205,789
8.4 %
(202,940 )
(98.6 )%
Net revenue for logistics services
2,612,540
100.0 %
2,425,402
100.0 %
187,138
7.7 %
Fuel, toll and other cost of logistics services
1,267,987
48.5 %
841,505
34.7 %
426,482
50.7 %
Subcontracting fees
637,301
24.4 %
1,026,138
42.3 %
(388,837 )
(37.9 )%
Total cost of revenue for logistics services
1,905,288
72.9 %
1,867,643
77.0 %
37,645
2.0 %
Gross Profit for logistics services
707,253
27.1 %
557,758
23.0 %
149,495
26.8 %
Net revenue for property management and subleasing
1,875,036
100.0 %
2,156,329
100.0
(281,293 )
(13.0 )%
Total cost of revenue for property management and subleasing
1,562,318
83.3 %
1,864,557
86.5
(302,239 )
(16.2 )%
Gross Profit for property management and subleasing
312,718
16.7 %
291,771
13.5
20,947
7.2 %
Net revenue for epidemic prevention supplies
$ 1,540
100.0 %
$ -
%
1,540
Merchandise/Finished goods/Raw materials
2,514
163.2 %
-
%
2,514
Total cost of revenue for epidemic prevention supplies
2,514
163.2 %
-
%
2,514
Gross loss for epidemic prevention supplies
(974 )
(63.2 )%
-
%
(974 )
Total cost of revenue
$ 3,508,558
77.6 %
$ 5,990,433
85.0 %
$ (2,481,875 )
(41.4 )%
Gross profit
$ 1,021,845
22.4 %
$ 1,053,830
15.0 %
$ (31,985 )
(3.0 )%
12
For
our garment manufacturing business, we purchase the majority of our raw materials directly from numerous local fabric and accessories
suppliers.
Raw
material costs for our garment manufacturing business were approximately66.7% of our total garment manufacturing business revenue in
the six months ended September 30, 2022, as compared with 69.5% in the six months ended September 30, 2021. The decrease was mainly due
to the decrease of the average purchase cost of the raw materials.
Labor
costs for our garment manufacturing business were approximately 22.4% of our total garment manufacturing business revenue in the six
months ended September 30, 2022, as compared with 21.5% in the six months ended September 30, 2021. The increase was mainly due to the
rising wages in the PRC.
Overhead
and other expenses for our garment manufacturing business accounted for approximately 3.9% of our total garment business revenue for
the six months ended September 30, 2022, as compared with 0.7% of total garment business revenue for the six months ended September 30,
2021.
For
our logistic business, we outsourced some of the business to our contractors. The Company relied on a few subcontractors, in which the
subcontracting fees to our largest subcontractor represented approximately 24.4% and 18.8% of total cost of revenues for our service
segment for the six months ended September 30, 2022 and 2021, respectively. The percentage decreased due to the usage of our own logistics
more than usage of the subcontractors under COVID-19 epidemic. We have not experienced any disputes with our subcontractors and we believe
we maintain good relationships with our contract logistics services providers.
Fuel,
toll and other costs for our service business for the six months ended September 30, 2022 were approximately $1.3 million compared with
$0.8 million for the six months ended September 30, 2021. Fuel, toll and other costs for our service business accounted for approximately
48.5% of our total service revenue for the six months ended September 30, 2022, as compared with 34.7% for the six months ended September
30, 2021. The increase was primarily attributable to decrease of use of subcontractors under the epidemic circumstance.
Subcontracting
fees for our service business for the six months ended September 30, 2022 decreased approximately 37.9% to approximately $0.6 million
from $1.0 million for the six months ended September 30, 2021. Subcontracting fees accounted for approximately 24.4% and 42.3% of our
total service business revenue in the six months ended September 30, 2022 and 2021, respectively. This decrease was primarily because
the Company used less subcontractors under the epidemic circumstance.
13
For
property management and subleasing business, the cost of revenue was mainly the amortization of operating lease assets for the subleasing
business.
For
epidemic prevention supplies business, we have trading and own production. The cost of revenue included cost of merchandise and cost
of our own products.
Gross
profit
Garment
manufacturing business generated a gross profit of approximately $2,849 for the six months ended September 30, 2022. There was approximately
$0.2 million gross profit for the six months ended September 30, 2021. Gross profit accounted for 6.9% of our total Garment manufacturing
business revenue for the six months ended September 30, 2022, as compared with a gross profit of 8.4% for the six months
ended September 30, 2021.
Gross
profit in our logistics services business for the six months ended September 30, 2022 was approximately $0.7 million and gross margin
was 27.1%. Gross profit in our logistics services business for the six months ended September 30, 2021 was approximately $0.6 million
and gross margin was 23.0%. The increase of gross profit ratio was mainly attributable to a decrease of subcontracting fees under the
COVID-19 epidemic circumstances and a decrease of operating expenses due to replacement of old vehicles and shifting our strategic focus
on high margin customers.
Gross
profit in our property management and subleasing business for the six months ended September 30, 2022 and 2021was both approximately
$0.3 million. It accounted for approximately 16.7% and 13.5% of our total property management and subleasing business revenue for the
six months ended September 30, 2022 and 2021, respectively.
Six
months ended September 30,
Increase
(decrease)
in
2022
2021
2022
compared to 2021
(In
U.S. dollars, except for percentages)
Gross
profit
$
1,021,845
100
%
$
1,053,830
100
%
(31,985
)
(3.0
)%
Operating
expenses:
Selling
expenses
(35,644
)
(3.5
)%
(92,192
)
(8.7
)%
56,548
61.3
%
General
and administrative expenses
(869,947
)
(85.7
)%
(923,201
)
(87.6
)%
53,254
5.8
%
Total
$
(905,591
)
(89.2
)%
$
(1,015,393
)
(96.4
)%
109,802
10.8
%
Income
from operations
$
116,254
10.8
%
$
38,437
3.6
%
77,817
202.5
%
Selling,
General and administrative expenses
Our
selling expenses in our Garment manufacturing business segment for the six months ended September 30, 2022 and 2021 was nil and approximately
$0.001 million, respectively. Our selling expenses in our logistics services segment was nil for the six months ended September
30, 2022 and 2021, respectively. Selling expenses in our property management and subleasing business was $0.04 million and $0.09 million
for the six months ended September 30, 2022 and 2021, respectively. Selling expenses in our epidemic prevention supplies segment was
nil for both the six months ended September 30, 2021 and 2020. Selling expenses consist primarily of advertisement, local transportation,
unloading charges and product inspection charges. Total selling expenses for the six months ended September 30, 2022 decreased approximately
61.3% to $0.04 million from $0.09 million for the six months ended September 30, 2021.
Our
general and administrative expenses in our Garment manufacturing business segment was approximately $0.06 million and $0.08 million for
the six months ended September 30, 2022 and 2021, respectively. Our general and administrative expenses in our logistics services segment,
for the six months ended September 30, 2022 and 2021 was both approximately $0.4 million. The general and administrative expenses in
our property management and subleasing business was approximately $0.2 million for both the six months ended September 30, 2022 and 2021.
Our general and administrative expenses in our epidemic prevention supplies segment was nil for both the six months ended September 30,
2022 and 2021. Our general and administrative expenses in our corporate office for the six months ended September 30, 2022 and 2021 was
both approximately $0.2 million. General and administrative expenses consist primarily of administrative salaries, office expense, certain
depreciation and amortization charges, repairs and maintenance, legal and professional fees, warehousing costs and other expenses that
are not directly attributable to our revenues.
14
Total
general and administrative expenses for the six months ended September 30, 2022 was nearly the same as that for the six months ended
September 30, 2021.
Income
(loss) from operations
Income
from operations was approximately $0.1 million and $0.04 million for the six months ended September 30, 2022 and 2021, respectively.
Loss from operations of approximately $0.06 million was attributed from our garment manufacturing segment for the six months ended September
30, 2022. Income from operations of approximately $0.1 million was attributed from our garment manufacturing segment for the six months
ended September 30, 2021. Income from operations of approximately $0.3 million and $0.1 million was attributed from our logistics services
segment for the six months ended September 30, 2022 and 2021, respectively. Our property management and subleasing business segment generated
approximately $0.1 million income from operations and approximately $0.03 million loss from operations for the six months ended September
30, 2022 and 2021, respectively. Loss from operations of $974 and nil was attributed from our epidemic prevention supplies
segment for the six months ended September 30, 2022 and 2021, respectively. We incurred a loss from operations in corporate office of
approximately $0.2 million for both the six months ended September 30, 2022 and 2021. The loss from our corporate office was mainly due
to an increase in legal and professional fees to comply with the SEC accounting, disclosure and reporting requirements.
Income
Tax Expenses
Income
tax expense for the six months ended September 30, 2022 and 2021 was approximately $10,755 and $15,684, respectively. The Company operates
in the PRC and files tax returns in the PRC jurisdictions.
Yingxi
Industrial Chain Group Co., Ltd was incorporated in the Republic of Seychelles and, under the current laws of the British Virgin Islands,
and is not subject to income taxes.
Yingxi
HK was incorporated in Hong Kong and is subject to Hong Kong income tax at a progressive tax rate of 16.5%. No provision for income taxes
in Hong Kong have been made as Yingxi HK had no taxable income for the six months ended September 30, 2022 and 2021.
QYTG
and YX were incorporated in the PRC and is subject to the PRC Enterprise Income Tax (EIT) rate is 25%. No provision for income taxes
in the PRC have been made as QYTG and YX had no taxable income for the six months ended September 30, 2022 and 2021.
The
Company is governed by the Income Tax Laws of the PRC. All Yingxi’s operating companies are subject to progressive EIT rates from
5% to 15% in 2022. The preferential tax rates will be expired at end of year 2022 and the EIT rate will be 25% from year 2023.
The
Company’s parent entity, Addentax Group Corp. is a U.S entity and is subject to the United States federal income tax. No provision
for income taxes in the United States have been made as Addentax aGroup Corp. had no United States taxable income for the six months
ended September 30, 2022 and 2021.
Net
Income (Loss)
We
incurred a net income of approximately $0.2 million and $0.1 million for the six months ended September 30, 2022 and 2021, respectively.
Our basic and diluted earnings per share were $0.01 and $0.00 for the six months ended September 30, 2022 and 2021, respectively.
Summary
of cash flows
Summary
cash flows information for the six months ended September 30, 2022 and 2021 is as follow:
Six
months ended September 30,
2022
2021
(In
U.S. dollars)
Net
cash (used in) provided by operating activities
$ (1,526,530 )
$ 150,482
Net
cash used in investing activities
$ (17,500,000 )
$ (142,922 )
Net
cash provided by (used in) financing activities
$ 19,649,438
$ (1,138,547 )
Net
cash provided by operating activities in the six months ended September 30, 2022 was approximately $1.7 million less than that of the
six months ended September 30, 2021. The decrease mainly because the movement of operating assets and liabilities of the six months ended
September 30, 2022 resulted in cash outflow of approximately $1.9 million, while the movement of operating assets and liabilities of
the six months ended September 30, 2021 resulted in cash inflow of approximately $0.5 million. We will continue to improve our operating
cash flow by closely monitoring the timely collection of accounts and other receivables. We generally do not hold any significant inventory
for more than ninety days, as we typically manufacture upon customers’ order.
Net
cash used in investing activities for the six months ended September 30, 2022 was approximately $17.5 million, approximately $17.4 million
more than that of the six months ended September 30, 2021. The increase was mainly because there was a purchase of debt securities in
the six months ended September 30, 2022.
Net
cash provided by financing activities for the six months ended September 30, 2022 was approximately $20.8 million more than the six months
ended September 30, 2021. The increase was mainly because the Company received approximately $20.2 million proceeds from its public offering,
and the net cash repayment of related party borrowings in current period was approximately $1.1 million less than that of the six months
ended September 30, 2021.
Financial
Condition, Liquidity and Capital Resources
As
of September 30, 2022, we had cash on hand of approximately $2.0 million, total current assets of approximately $27.4 million and current
liabilities of approximately $8.6 million. We presently finance our operations by using the cash flows from revenue, fund raising from
IPO proceedings and capital contributions from the CEO. In the event that the Company requires additional funding to finance the growth
of the Company’s current and expected future operations as well as to achieve our strategic objectives, the CEO has indicated the
intent and ability to provide additional equity financing.
Foreign
Currency Translation Risk
Our
operations are located in China, which may give rise to significant foreign currency risks from fluctuations and the degree of volatility
in foreign exchange rates between the U.S. dollar and the Chinese Renminbi (“RMB”). All of our sales are in RMB. In the past
years, RMB continued to appreciate against the U.S. dollar. As of September 30, 2022, the market foreign exchange rate was RMB 7.116
to one U.S. dollar. Our financial statements are translated into U.S. dollars using the closing rate method. The balance sheet items
are translated into U.S. dollars using the exchange rates at the respective balance sheet dates. The capital and various reserves are
translated at historical exchange rates prevailing at the time of the transactions while income and expenses items are translated at
the average exchange rate for the period. All translation adjustments are included in accumulated other comprehensive income in the statement
of equity. The foreign currency translation gain (loss) for the six months ended September 30, 2022 and 2021 was approximately $0.2 million
and $(0.03) million respectively.
Off-Balance
Sheet Arrangements
We
have no off-balance sheet arrangements (as that term is defined in Item 303(a)(4)(ii) of Regulation S-K) as of September 30, 2022 that
have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues
or expenses, results of operations, liquidity, capital expenditures or capital resources.
15
Item
3. Quantitative and Qualitative Disclosures About Market Risk
Not
applicable to smaller reporting companies.
Item
4. Controls and Procedures
Disclosure
Controls and Procedures
We
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.
We
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 June 30, 2022. 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.
Changes
in Internal Controls over Financial Reporting
There
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.
16
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings
From
time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We
are not presently a party to any legal proceedings that in the opinion of our management, if determined adversely to us, would individually
or taken together have a material adverse effect on our business, operating results, financial condition, or cash flows.
Item
1A. Risk Factors
As
a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for
by this Item 1A.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
Not
Applicable.
Item
5. Other Information
There
is no other information required to be disclosed under this item, which was not previously disclosed.
Item
6. Exhibits
Exhibit
Number
Description
(31)
Rule
13a-14 (d)/15d-14d) Certifications
31.1*
Section 302 Certification by the Principal Executive Officer
31.2*
Section 302 Certification by the Principal Financial Officer and Principal Accounting Officer
(32)
Section
1350 Certifications
32.1*
Section 906 Certification by the Principal Executive Officer
32.2*
Section 906 Certification by the Principal Financial Officer and Principal Accounting Officer
101 *
Interactive
Data File
101.INS
Inline
XBRL Instance Document
101.SCH
Inline
XBRL Taxonomy Extension Schema Document
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (Embedded within the Inline XBRL document)
*Filed
herewith.
17
SIGNATURES
Pursuant
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, thereunto duly authorized.
Addentax
Group Corp.
Date:
November 14, 2022
By:
/s/
Hong Zhida
Hong
Zhida
President,
Chief Executive Officer and Director,
(Principal
Executive Officer)
Date:
November 14, 2022
By:
/s/
Huang Chao
Huang
Chao
Chief
Financial Officer and Treasurer
(Principal
Financial and Accounting Officer)
18
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.