What changed in this filing

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Item 9A. Controls and Procedures

2023-06-29 compared with 2022-06-23 · 459 added, 432 removed, 83 unchanged (91% of the section changed)

Controls and Procedures

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

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

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

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

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

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

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

Report on Internal Control over Financial Reporting

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

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

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

accepted in the United States of America.

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

or detect misstatements.

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

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

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

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

2022 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations

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 March 31, 2023 Based on the evaluation of these disclosure

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

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

Management’s Report on Internal Control

over Financial Reporting

Management is responsible for

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

The Company’s

internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial

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

in the United States of America.

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

misstatements.

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

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

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, 2023 using

the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations

of the Treadway Commission (“COSO”).

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

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

or detected on a timely basis.

In its assessment of the effectiveness of internal control over financial reporting as of March 31, 2022

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

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

commensurate with its financial reporting requirements.

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

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

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

over financial reporting as of March 31, 2022 based on criteria established in Internal Control- Integrated Framework issued by COSO.

in Internal Controls over Financial Reporting

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

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

on the Effectiveness of Controls

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

their objectives as specified above.

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

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

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

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

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

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

A 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.

assessment of the effectiveness of internal control over financial reporting as of March 31, 2023 the Company determined that

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

We did not maintain a sufficient

complement of personnel with an appropriate level of knowledge of accounting, experience, and training commensurate with its financial

reporting requirements.

Accordingly, 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.

As a result of the material weaknesses

described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of

March 31, 2023 based on criteria established in Internal Control- Integrated Framework issued by COSO.

Changes in Internal Controls over Financial

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.

Limitations on the Effectiveness of Controls

Our disclosure controls and procedures

and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives as specified

Management does not expect, however, that our disclosure controls and procedures or our internal control over financial reporting

will prevent or detect all error and fraud.

Any control system, no matter how well designed and operated, is based upon certain assumptions

and can provide only reasonable, not absolute, assurance that its objectives will be met.

Further, no evaluation of controls can provide

absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any,

within the Company have been detected.

Other Information

2 unchanged sentences

Not applicable.

Directors, Executive Officers and Corporate Governance

AND EXECUTIVE OFFICERS

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

of First Appointment

of the Board, Chief Executive Officer, President and Secretary

Financial Officer and Treasurer

Jiaxin (1)(2)(3)

Directors, Executive Officers and Corporate

DIRECTORS AND EXECUTIVE OFFICERS

The name, address, age and titles of our executive

officers and directors are as follows:

Name & Address

Date of First Appointment

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

March 10, 2017

Chief Financial Officer and Treasurer

March 8, 2019

March 13, 2019

Yu Jiaxin (1)(2)(3)

Independent Director

March 13, 2019

Hamilton (1)(2)(3)

Director Nominee*

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

Director Nominee*

Jiangping (Gary) Xiao (1)(2)(3)

Member of the Audit Committee

1 unchanged sentence

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

and Corporate Governance Committee.

May 12, 2021, the Board appointed Mr.

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

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

“Appointment Effective Date’).

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

and Corporate Governance Committee.

Zhida, Chairman, CEO, President and Secretary

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

Hong Zhida, Chairman, CEO, President and Secretary

received his bachelor’s degree in electronic information science and technology from Sun Yat-sen University in July 2013.

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

He was responsible for assisting

the company’s chairman to plan development strategy.

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

Department of the Guangzhou Haifeng Chamber of Commerce.

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

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

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

finance field.

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.

Huang Chao interacts with

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

to ensure the compliance.

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

Financial Officer and Treasurer.

Jiaxin, Independent Director

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

Yu currently is the senior

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

financial investment, and other services in Shenzhen, China.

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

officer and now as senior human resources director.

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

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

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

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

Bringing over ten years of human resources administration

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

Zhiwang, Director

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

China in 2014.

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

since 2018 and is responsible for e-commerce marketing

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

designing the company’s logo and registering copyrights.

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

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

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

development, structure development and communications technology development.

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 finance field.

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 regulations

and advising on good corporate governance practice.

Huang Chao interacts with the directors, general manager of each business unit, various

regulatory and professional bodies such as the SEC, auditors and attorneys to ensure the compliance.

His management experiences, and profound

knowledge in finance make him well positioned for his role as Chief Financial Officer and Treasurer.

Yu Jiaxin, Independent Director

Yu Jiaxin earned her bachelor’s

degree in business management from Nankai University, China in 2006.

Yu currently is the senior human resources director of Kingkey

Capital Management Co., Ltd., a Group which offers real estate development, commercial operation, financial investment, and other services

in Shenzhen, China.

She has worked for Kingkey Group since 2008, initially as a human resources officer and now as senior human resources

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

goals and strategies, building the company’s organizational structure and coordinating Human Resource and Administration, establishing

the sound comprehensive personnel administrative management system which is adaptable to the company’s development, and implementing

and supervising the system.

Bringing over ten years of human resources administration experience, she brings to the Board insights on

compensation and benefits.

Hong Zhiwang, Director

Hong Zhiwang earned his bachelor’s

degree in Automation Engineering from Beijing Institute of Technology University Zhuhai Campus, China in 2014.

Hong has been the brand

marketing manager at Addentax Group Corp.

since 2018 and is responsible for e-commerce marketing covering design website, brand marketing,

market investigation and development, and expanding marketing channels to develop new clients, designing the company’s logo and

registering copyrights.

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

and was responsible

for developing software, on-site inspection and guidance and software maintenance, in assistance of ERP to manage the system and create

brand new demands design and in charge of R&D of PLM System, surface model design and function model development, structure development

and communications technology development.

He brings to the Board deep brand marketing experience.

Hamilton, Independent Director Nominee

Hamilton, Independent Director

Hamilton obtained his B.A.

in Economics from Brandeis University in 1994.

Hamilton, age 47, has been the Chief Financial

Officer of CBD Biotech Inc.

Hamilton, age 49, has been the Chief Financial Officer of CBD Biotech Inc.

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

since April 2019.

In April 2016,

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

Hamilton also founded Hamilton Strategy

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

In April 2016, Mr.

Hamilton founded Hamilton

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

Hamilton also founded Hamilton Strategy in November 2014, and has

served as its chief executive officer since.

From November 2013 to November 2014, Mr.

Hamilton was the president

of Kei Advisors.

Hamilton was the president of Kei Advisors.

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

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

Hamilton has been serving

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

WNW) since December

Board has determined that Mr.

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

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

The Board has determined that

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

of The Nasdaq Stock Market, Inc.

and Section 10(A)(m)(3) of the Securities Exchange Act of 1934, as amended.

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

(Gary) Xiao, Independent Director Nominee

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

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

Jiangping (Gary) Xiao, age

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

Hamilton has accepted

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

Jiangping (Gary) Xiao, Independent Director

Xiao obtained a master’s

degree in business administration from the Ross School of Business Management at the University of Michigan in 2006 and a bachelor’s

degree in accounting from Tsinghua University in Beijing, China, in 2000.

Jiangping (Gary) Xiao, age 40, has been the vice president

of finance and accounting at Hilco IP Merchant Banking since July 2019.

Since December 2020, Mr.

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

Company Limited (Nasdaq:

Xiao has been serving as an independent

director and the chairman of the nominating and corporate governance committee of Wunong Net Technology Company Limited (Nasdaq:

From March 2017 to March 2019, Mr.

Xiao served as the chief financial officer of Professional Diversity

Network, Inc..

From June 2013 to April 2016, Mr.

Xiao served as the chief financial officer of Professional Diversity Network, Inc..

From June 2013

to April 2016, Mr.

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

From August 2008 to May 2013, Mr.

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

Company, a private equity firm.

From August 2008 to May 2013,

Xiao served as the operation financial controller of the operations management group of The Jordan Company, a private equity firm.

From June 2006 to August 2008, Mr.

Xiao served as a senior finance associate in the financial planning

and analysis department of United Airlines, Inc..

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

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

in Beijing, China, in 2000.

Board has determined that Mr.

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

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

Xiao served as a senior finance associate in the financial planning and analysis department of United

Airlines, Inc..

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

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

The Board has determined that

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

The Nasdaq Stock Market, Inc.

and Section 10(A)(m)(3) of the Securities Exchange Act of 1934, as amended.

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

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

These committees include

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

Our board of directors has adopted

written charters for each of these committees.

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

Upon effectiveness

of the appointment of Mr.

Hamilton has accepted our

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

Board Committees

Our board of directors has established standing committees

in connection with the discharge of its responsibilities.

These committees include an Audit Committee, a Compensation Committee and a

Nominating and Corporate Governance Committee.

Our board of directors has adopted written charters for each of these committees.

Audit Committee

Our Audit Committee was established

on March 8, 2019 and is currently comprised of one independent director, Ms.

Upon effectiveness of the appointment of Mr.

Hamilton and Mr.

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

our Audit Committee will comprise of three independent directors:

Jiangping (Gary) Xiao as our independent directors on the Appointment Effective Date, our Audit Committee will comprise

of three independent directors:

Hamilton (Chairperson), Ms.

Yu Jiaxin and Mr.

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

under the Securities Act.

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

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

in Rule 10A-3(c).

Jiangping (Gary) Xiao.

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

According to its charter, the

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

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

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

The Audit Committee Charter describes the

primary functions of the Audit Committee, including the following:

the Company’s accounting and financial reporting processes;

audits of the Company’s financial statements;

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

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

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

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

such financial statements.

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

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

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

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

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

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

public accounting firm;

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

registered public accounting firm, internal auditors or management.

Compensation Committee is responsible for, among other matters:

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

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

administering

incentive and equity-based compensation;

and approving employment agreements and other similar arrangements between us and our executive officers;

and overseeing any compensation consultants or advisors.

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

The Audit Committee Charter describes the primary functions

of the Audit Committee, including the following:

Oversee the Company’s accounting and financial reporting processes;

Oversee audits of the Company’s financial statements;

Discuss 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;

Review 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.

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

Meet 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;

Be 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;

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

Review major changes to the Company’s auditing and accounting principles and practices as suggested by the Company’s independent registered public accounting firm, internal auditors or management.

Compensation Committee

The Compensation Committee is responsible for, among

other matters:

reviewing and approving, or recommending to the board of directors to approve the compensation of our CEO and other executive officers and directors reviewing key employee compensation goals, policies, plans and programs;

administering incentive and equity-based compensation;

reviewing and approving employment agreements and other similar arrangements between us and our executive officers;

appointing and overseeing any compensation consultants or advisors.

Our Compensation Committee was established on March

8, 2019 and is currently comprised of one independent director, Ms.

Yu Jiaxin (Chairperson).

Upon effectiveness of the appointment of Mr.

Upon effectiveness of the appointment of

Hamilton and Mr.

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

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

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

will comprise of three independent directors:

Yu Jiaxin (Chairperson), Mr.

Jiangping (Gary)

Governance and Nominating Committee

Corporate Governance and Nominating Committee is responsible for, among other matters:

or recommending for selection candidates for directorships;

the independence of directors and director nominees;

and making recommendations regarding the structure and composition of our board and the board committees;

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.

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

Upon effectiveness of the appointment of Mr.

Jiangping (Gary) Xiao and Mr.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating

Committee is responsible for, among other matters:

selecting or recommending for selection candidates for directorships;

evaluating the independence of directors and director nominees;

reviewing and making recommendations regarding the structure and composition of our board and the board committees;

developing and recommending to the board corporate governance principles and practices;

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

overseeing the evaluation of the Company’s management.

Our Corporate Governance and Nominating

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

Upon effectiveness

of the appointment of Mr.

Hamilton and Mr.

Jiangping (Gary) Xiao as our independent directors

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

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

our Corporate Governance and Nominating Committee will comprise of three independent directors:

Yu Jiaxin, Mr.

Jiangping (Gary) Xiao (Chairperson) and Mr.

Leadership Structure and Role in Risk Oversight

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

Jiangping (Gary) Xiao

(Chairperson) and Mr.

Board Leadership Structure and Role in Risk Oversight

Hong Zhida holds the positions

of chief executive officer and chairman of the board of the Company.

The board believes that Mr.

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

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

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

matters relating to the business of the Company.

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

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

and customers.

board has not designated a lead director.

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

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

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

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

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

The board oversees our risk management

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

Various committees

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

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

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

As adopted, our Code of Business

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

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

relationships;

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

public communications made by us;

with applicable governmental laws, rules and regulations;

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

the Code of Ethical Business Conduct;

accountability

for adherence to the Code of Ethical Business Conduct.

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

accurate and consistent disclosure of information;

Hong 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

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.

The board has not designated a

lead director.

Given the limited number of directors comprising the Board, the independent directors call and plan their executive sessions

collaboratively and, between meetings of the Board, communicate with management and one another directly.

Under these circumstances, the

directors believe designating a lead director to take on responsibility for functions in which they all currently participate might detract

from rather than enhance performance of their responsibilities as directors.

Management is responsible for

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

The board oversees our risk management policies and risk

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

Various committees of the board assist

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

Code of Ethics

In September 2018, we adopted

a Code of Ethical Business Conduct that applies to, among other persons, members of our board of directors, our Company’s officers

including our Chief Executive Officer, employees, consultants and advisors.

As adopted, our Code of Business Conduct and Ethics sets forth

written standards that are designed to deter wrongdoing and to promote:

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

full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in other public communications made by us;

compliance with applicable governmental laws, rules and regulations;

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

accountability for adherence to the Code of Ethical Business Conduct.

Our Code of Code of Ethical Business Conduct requires,

among other things, that all of our company’s senior officers commit to timely, accurate and consistent disclosure of information;

that they maintain confidential information;

and that they act with honesty and integrity.

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

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

securities laws.

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

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

Any failure to report such inappropriate or irregular

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

It is against our Company policy to retaliate against any individual

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

Relationships

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

In addition, our Code of Ethical

Business Conduct emphasizes that all employees, and particularly senior officers, have a responsibility for maintaining financial integrity

within our company, consistent with generally accepted accounting principles, and federal and state securities laws.

Any senior officer,

who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident

or being told of it, must report it to our Company.

Any failure to report such inappropriate or irregular conduct of others is to be treated

as a severe disciplinary matter.

It is against our Company policy to retaliate against any individual who reports in good faith the violation

or potential violation of our company’s Code of Ethical Business Conduct by another.

Family Relationships

Hong Zhida, an executive officer

of the Company, and Mr.

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

Apart from this, there

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

Apart from this, there are no family relationships between

any director or executive officer of the Company.

Executive Compensation

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

fiscal years ended March 31, 2022 and 2021:

Compensation Table

The following tables set forth

certain information about compensation paid, earned or accrued for services by our Executive Officer for the fiscal years ended March

31, 2023 and 2022:

Summary Compensation Table

Summary Compensation Table Name and Principal Position

3 unchanged sentences

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.

There 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 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.

Hong may be entitled to options

from time to time as authorized and approved by the Compensation Committee or the Board of Directors.

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

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

2 unchanged sentences

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

Disclosure to Summary Compensation Table

are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement

at normal retirement date pursuant to any presently existing plan provided or contributed to by the Company or any of its subsidiaries,

we do not have an equity incentive plan in place.

of Plan-Based Awards

date, there have been no grants or plan-based awards.

Narrative Disclosure to Summary Compensation Table

There are no annuity, pension

or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date

pursuant to any presently existing plan provided or contributed to by the Company or any of its subsidiaries, if any.

Stock Option Plan

Currently, we do not have an equity

incentive plan in place.

Grants of Plan-Based Awards

To date, there have been no grants

or plan-based awards.

Outstanding Equity Awards

To date, there have been no outstanding

equity awards.

date, there have been no outstanding equity awards.

Exercises and Stock Vested

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

Compensation Table

Option Exercises and Stock Vested

To date, there have been no options

exercised by our named officers.

Compensation of Directors

Summary Compensation Table

Name and Position

Option Awards ($)

Incentive Plan

Non-Qualified

Deferred Compensation Earnings

Other Compensation

Shan Cui (resigned)

Non-Qualified Deferred Compensation Earnings

All Other Compensation

(Independent Director)

Weilin Li (resigned)

Jiangping (Gary) Xiao

(Independent Director)

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

Cui Shan, Ms.

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.

on May 13, 2021.

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

Hamilton will receive annual

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

The first compensation

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

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

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

Xiao will receive annual

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

The first compensation

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

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

Retirement or Similar Benefit Plans

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

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

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

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

following table sets forth, as of June 23, 2022, certain information concerning the beneficial ownership of our common stock by

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

each director;

(iii) each named executive officer;

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

ownership and voting power.

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

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

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

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

Under these rules, a person

is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of

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

A person is deemed to own beneficially any security as

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

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

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

of the same securities.

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

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

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

Consequently, the denominator

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

Except as otherwise indicated below and under applicable

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

with respect to the shares shown.

Yu Jiaxin has entered into

an independent director agreement with the company, pursuant to which Ms.

Yu will receive annual cash compensation of $15,000 payable

quarterly in advance on the first business day of each calendar quarter.

Hamilton has entered

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

Hamilton will receive annual cash compensation of $15,000

payable quarterly in advance on the first business day of each calendar quarter.

Jiangping (Gary) Xiao has

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

Xiao will receive annual cash compensation of $15,000

payable quarterly in advance on the first business day of each calendar quarter.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans

in which we provide pension, retirement or similar benefits for directors or executive officers.

We have no material bonus or profit sharing

plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options

may be granted at the discretion of the board of directors or a committee thereof.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters

The following table sets forth,

as of June 30, 2023, certain information concerning the beneficial ownership of our common stock by (i) each stockholder known by us to

own beneficially five percent or more of our outstanding common stock or series a common stock;

(ii) each director;

(iii) each named executive

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

entitled “Percentage Ownership of Shares of Common Stock” is based on a total of 37,395,420 shares of our issued

and outstanding common stock.

The information presented below

regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange

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

Under these rules, a person is deemed to be a “beneficial

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

or direct the disposition of the security.

A person is deemed to own beneficially any security as to which such person has the right to

acquire sole or shared voting or investment power within sixty (60) days through the conversion or exercise of any convertible security,

warrant, option, or other right.

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

The percentage

of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such

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

days, by the sum of the number of shares outstanding as of such date.

Consequently, the denominator used for calculating such percentage

may be different for each beneficial owner.

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

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

Name and Address (1)

3 unchanged sentences

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,

Luohu District, Shenzhen City, China 518000.

Hamilton and Mr.

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

Effective Date.

Certain Relationships, Related Transactions and Director Independence

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

of Related Parties

with the Company

CEO, and a director of the Company

Financial Consulting (Shenzhen) Co., Ltd.

company controlled by CEO, Mr.

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

legal representative of XKJ

legal representative of YBY

manager of HSW

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

September 2020, the Company disposed of $114,229 aged inventories in HSW to Mr.

Jinlong Huang at cost with no gain or loss recognized.

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

Except as otherwise set forth below, the address of each beneficial owner is c/o Addentax Group Corp., Kingkey 100, Block A, Room 4805, Luohu District, Shenzhen City, China 518000.

Certain Relationships, Related Transactions

and Director Independence

During the year ended March 31, 2023, we have related

party transactions as set forth below:

Name of Related Parties

Relationship with the Company

President, CEO, and a director of the Company

Hongye Financial Consulting (Shenzhen) Co., Ltd.

A company controlled by CEO, Mr.

A legal representative of XKJ

A legal representative of YBY

Jinlong Huang

A manager of HSW

The Company leases Shenzhen XKJ office

rent-free from Bihua Yang.

The Company had the following related party

balances at the end of the years:

Amount due from related party

Hongye Financial Consulting (Shenzhen) Co., Ltd.

lease of the quarter ended March 31, 2022 paid on behalf of Hongye Financial Consulting (Shenzhen) Co., Ltd.

for the shared office in

Being lease of the quarter ended March

31, 2022 paid on behalf of Hongye Financial Consulting (Shenzhen) Co., Ltd.

for the shared office in Shenzhen.

Related party debt

Zhida Hong (1)

Hongye Financial Consulting (Shenzhen) Co., Ltd.

Bihua Yang (2)

1 unchanged sentence

Jinlong Huang

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

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.

Being interest free loan as financial support from Zhida Hong to daily operation of the Company.

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

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

The borrowing balances of related party

are unsecured, non-interest bearing and repayable on demand.

The Board has determined that

each of Yu Jiaxin, Alex P.

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

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:

The 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, 2023 and

2022, 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;

(iv) all other services:

ACCOUNTING FEES AND SERVICES

2 unchanged sentences

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

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.

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.

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.

The following exhibits are included as part of this

report by reference:

Filed or Furnished

Incorporated by Reference

Articles of Incorporation

Certificate 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.

Certificate 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.

Certificate 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.;

Amended and Restated Bylaws

Description of Securities.

Form of Senior Secured Convertible Note

Form of PIPE Warrant

Form of Placement Agent Warrant

Form of Subscription Agreement

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

Dated December 26, 2016

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

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

Certification

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

Certifications

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

Section 1350,

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

Certifications

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

Section 1350,

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

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

Dated March 6, 2017

Independent Director Agreement with Mr.

Independent Director Agreement with Ms.

Independent Director Agreement with Jiangping (Gary) Xiao

Securities Purchase Agreement dated January 4, 2023

Form of Amendment No.

1 to Securities Purchase Agreement dated January 10, 2023

Form of Registration Rights Agreement

Form of Security and Pledge Agreement

Form of Guaranty Agreement

Form of Voting Agreement

Form of Placement Agency Agreement dated January 4, 2023

Code of Ethics

Subsidiaries of the Registrant.

Consent of Hiways Law Firm (Shenzhen)

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

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

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

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

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

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

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+ Filed herewith

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

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned hereunto duly authorized.

As permitted, the registrant has elected not to supply

a summary of information required by Form 10-K.

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 hereunto

duly authorized.

June 29, 2023

Chief Executive Officer, Secretary and Director

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

and in the capacities on the dates indicated.

Chief Executive Officer and Director

Executive Officer)

Financial Officer

Financial and Accounting Officer)

ADDENTAX GROUP CORP.

/s/ Hong Zhida

President, Chief Executive Officer, Secretary and Director

Pursuant to the requirements of

the Securities Act of 1933, this report has been signed below by the following persons on behalf of the registrant and in the capacities

on the dates indicated.

/s/ Hong Zhida

CEO, President, Secretary and Director

June 29 , 2023

(Principal Executive Officer)

/s/ Huang Chao

CFO and Treasurer

June 29 , 2023

(Principal Financial and Accounting Officer)

/s/ Hong Zhiwang

June 29 , 2023

/s/ Yu Jiaxin

June 29 , 2023

Independent Director

June 29 , 2023

Independent Director

/s/ Jiangping (Gary) Xiao

June 29 , 2023

Independent Director

* /s/ Hong Zhida

Attorney-in-Fact

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