What changed in this filing

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Item 9A. Controls and Procedures

2024-07-15 compared with 2023-06-29 · 462 added, 452 removed, 90 unchanged (91% of the section changed)

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 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

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, 2024.

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 .

Remediation Initiatives

an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we plan to initiate

the following series of measures to further strengthen the Company’s internal controls going forward:

hire a reporting manager (“Internal Finance Manager”) who has the requisite relevant U.S.

GAAP and SEC reporting

experience and qualifications;

make an overall assessment on the current finance and accounting resources and hire additional accounting members with appropriate

levels of accounting knowledge and experience;

streamline our accounting department structure and enhance our staff’s U.S.

GAAP and SEC reporting requirements on a

continuous basis through internal training provided by the Internal Finance manager;

participate in trainings and seminars provided by professional services firms on a regular basis to gain knowledge on regular U.S.

GAAP /SEC reporting requirements updates;

engage an external “Sarbanes-Oxley 404” consulting firm to help us implement Sarbanes-Oxley 404 internal controls

compliance together with the establishment of our internal audit function.

anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2024.

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,

2024 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations

of the Treadway Commission (“COSO”).

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.

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, 2024

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, 2024 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.

Other Information

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections.

Not applicable.

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

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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

Weilin (1)(2)(3)

Hamilton (1)(2)(3)

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

Member of the Audit Committee

Member of the Compensation Committee

Member of the Nominating and Corporate Governance Committee

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.

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

of the Audit Committee

of the Compensation Committee

of the Nominating and Corporate Governance Committee

Zhida, Chairman, CEO, President and Secretary

Zhida received his Bachelor’s Degree in Electronic Information Science and Technology from Sun Yat-sen University in July 2013.

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

He was responsible for assisting

the company’s chairman to plan development strategy.

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

Department of the Guangzhou Haifeng Chamber of Commerce.

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

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 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.

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.

Hong’s extensive experience in the Company which demonstrates his familiarity with the Company’s overall operations and governance

structure led to the conclusion that he should serve as a director.

Chao, Chief Financial Officer and Treasurer

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

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

and Treasurer.

Weilin, Independent Director

Weilin has been serving as the information and network center director in Xinhua College of Sun Yat-sen University since 2005.

Li has been serving as the chief of senior engineer of Computer Application & Technology program in Guangdong Polytechnic

From March 2019 to May 2021, Mr.

Li was appointed independent director, a compensation committee member, an audit committee

member and the chairperson of the nominating and corporate governance committee of Addentax Group Corp.

Li is experienced in the

field of network & system safety, image processing, data mining, business intelligence, big data management and network physical

Li obtained a bachelor’s degree in Computer Science & Technology and a master’s degree in Software Engineering

from Sun Yat-sen University, China in 2005 and 2011, respectively.

We believe Mr.

Li is qualified to be an independent director due to

his extensive experience in information technology and his prior experience in the Company which demonstrates his familiarity with the

Company’s operations and governance structure.

Zhiwang, Director

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

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.

He brings to the Board deep brand marketing experience.

2 unchanged sentences

in Economics from Brandeis University in 1994.

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, 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.

Hamilton, age 52, is currently the CEO and co-founder

of Donald Capital.

He also served as the Chief Financial Officer and Director of CBD Biotech Inc.

and was a Director and chairman of

the audit committee of Wunong Net Technology Company Limited (Nasdaq:

Other experience includes having founded and lead, Hamilton

Laundry and Hamilton Strategy Group.

From November 2013 to November 2014, Mr.

Hamilton was the president of Kei Advisors.

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

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

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.

has been serving as an independent director and the chairman of the audit committee 0.

Board has determined that Mr.

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

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

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

Hamilton has accepted

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

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.

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

iangping (Gary), Independent Director

Jiangping (Gary) 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 46, has been the CFO at Degiulio Kitchen Design since August 2023.

He was the CFO for Big Red Rooster Flow from June 2021 to

August 2023, and vice president of finance and accounting at Hilco IP Merchant Banking July 2019 to June 2021.

Since December 2020, Mr.

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:

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 and financial controller of Petstages Inc..

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.

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

From August 2008 to May 2013, Mr.

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

Company, a private equity firm.

From June 2006 to August 2008, Mr.

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

Airlines, Inc..

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

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

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.

Xiao served as a senior finance associate in the financial planning

and analysis department of United Airlines, Inc.

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

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

Beijing, China, in 2000.

Board has determined that Mr.

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

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

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

Hamilton has accepted our

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

Board 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:

Hamilton (Chairperson), Ms.

Yu Jiaxin and Mr.

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).

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 consists of (i) Alex P.

Hamilton, who is the Chairman of the Audit Committee, (ii) Li Weilin, and (iii) Xiao Jiangping

Each member of the Audit Committee meets the requirements for independence, including the enhanced requirements applicable to

audit committee members, and can read and understand fundamental financial statements in accordance with the applicable rules and regulations

of the SEC and the Nasdaq listing standards.

In arriving at this determination, the Board has examined each Audit Committee member’s

professional experience and the nature of their employment in the corporate finance sector.

The Board has also determined that Mr.

qualifies as an “audit committee financial expert,” as defined under applicable SEC and Nasdaq listing standards.

Audit Committee operates pursuant to a written charter that is available on the Company’s website at:

https://www.addentax.com/government.

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:

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

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 evaluates, recommends, and approves policy relating to compensation and benefits of the Company’s officers

and employees.

The Compensation Committee is directly 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 consists of (i) Li Weilin, who is the Chairperson of the Compensation Committee (ii) Alex P.

Hamilton, and (iii)

Xiao Jiangping (Gary).

The Board has determined that Li Weilin, Alex P.

Hamilton and Xiao Jiangping (Gary) are independent under the

applicable Nasdaq listing standards, including the enhanced requirements applicable to compensation committee members, and all current

members qualify as a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

The Board has determined

that each of the members of the Compensation Committee is an “outside director” as that term is defined in Section 162(m)

of the Revenue Code, or Section 162(m).

The Compensation Committee held 1 meeting during 2023.

Compensation Committee operates pursuant to a written charter that is available on the Company’s website at:

https://www.addentax.com/government.

Compensation Committee may delegate its responsibilities under its charter to one or more subcommittees as it deems appropriate from

time to time.

The Compensation Committee may also employ a compensation consultant, independent legal counsel or other adviser to assist

in the evaluation of the compensation of the Company’s executive officers and its other duties.

Governance and Nominating Committee

Nominating Committee is responsible for making recommendations to the Board regarding candidates for directorship, and the structure

and composition of the Company’s Board and committees of the Board.

The Nominating Committee is directly 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

Hamilton and Mr.

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

will comprise of three independent directors:

Yu Jiaxin (Chairperson), Mr.

Jiangping (Gary) 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:

Yu Jiaxin, Mr.

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.

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.

Nominating Committee consists of:

(i) Xiao Jiangping (Gary), who is the Chairman of the Nominating Committee, (ii) Alex P.

and (ii) Li Weilin.

The Board has determined that Xiao Jiangping (Gary), Li Weilin and Alex P.

Hamilton are independent under the applicable

rules and regulations of Nasdaq.

The Nominating Committee held 1 meeting during 2023.

Nominating Committee operates pursuant to a written charter that is available on the Company’s website at:

https://www.addentax.com/government.

Leadership Structure and Role in Risk Oversight

Board currently consists of five directors.

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

The board believes that Mr.

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;

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 Company.

His combined role enables decisive leadership,

ensures clear accountability, and enhances the Company’s ability to communicate its message and strategy clearly and consistently

to the Company’s shareholders, employees and customers.

board has not designated a lead director.

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

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

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

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

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

The board oversees our risk management

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

Various committees

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

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

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

As adopted, our Code of Business

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

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

relationships;

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

public communications made by us;

with applicable governmental laws, rules and regulations;

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

the Code of Ethical Business Conduct;

accountability

for adherence to the Code of Ethical Business Conduct.

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

accurate and consistent disclosure of information;

that they maintain confidential information;

and that they act with honesty and integrity.

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.

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.

of Erroneously Awarded Compensation

Company has adopted a clawback policy in connection with recovery of erroneously awarded compensation.

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

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

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, 2024 and 2023:

Compensation Table

Summary Compensation Table Name and Principal Position

3 unchanged sentences

All Other Compensation

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.

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

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

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

Hong’s compensation is $1,436 per

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

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

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

Chao’s compensation is $2,631 per month.

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

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

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

Chao may be entitled to options from time to time as

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

Disclosure to Summary Compensation Table

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,

May 28, 2024 , our Board adopted our 2024 Equity Incentive Plan (the “2024 Equity Incentive Plan”), which was

approved by our shareholders at our annual shareholders meeting on June 28, 2024.

The 2024 Equity Incentive Plan gives us the ability

to grant stock options, stock appreciation rights (SARs), restricted stock and other stock-based awards to officers, directors (including

independent directors), employees or consultants of our company or of any subsidiary of our company and to non-employee members of our

advisory board or our Board or the board of directors of any of our subsidiaries.

The Board and the Compensation Committee believe the

ability to grant restricted stock, stock options and make other stock-based awards under the Plan is an important factor in attracting,

stimulating and retaining qualified and distinguished personnel with proven ability and vision to serve as employees, officers, consultants

or members of the Board or advisory board of our company and our subsidiaries, and to chart our course towards continued growth and financial

of Plan-Based Awards

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

Equity Awards

Option Exercises and Stock Vested

To date, there have been no options

exercised by our named officers.

Compensation of Directors

Summary Compensation Table

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

Name and Position

5 unchanged sentences

(Independent Director)

Jiangping (Gary) Xiao

Xiao Jiangping (Gary)

(Independent Director)

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.

(Ceased to be Independent Director since Apr.

Li Weilin has entered into an independent director agreement with the company, pursuant to which Mr.

Li 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.

Xiao Jiangping (Gary) 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.

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.

She resigned to ceased to be independent

director since April 26, 2024.

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 July 14, 2024, 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;

(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 6,043,769 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.

Name and Address (1)

Directors and Officers

Jiangping (Gary) Xiao

Xiao Jiangping (Gary)

All Officers and Directors (six persons)

Owner of more than 5% of Class

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:

Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B (2)

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.

Capital LLC, the investment manager to Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, has discretionary authority

to vote and dispose of the shares held by Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B and may be deemed to

be the beneficial owner of these shares.

Waqas Khatri, in his capacity as Managing Member of Ayrton Capital LLC, may also be deemed

to have investment discretion and voting power over the shares held by Alto Opportunity Master Fund, SPC - Segregated Master Portfolio

Ayrton Capital LLC and Mr.

Khatri each disclaim any beneficial ownership of these shares.

The address of Ayrton Capital LLC is

55 Post Rd West, 2nd Floor, Westport, CT 06880.

Certain Relationships, Related Transactions and Director Independence

the year ended March 31, 2024, 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 XKJ

legal representative of YBY

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

Financial Consulting (Shenzhen) Co., Ltd.

provided guarantee to the consideration receivable of transfer of a debt security to a third

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

OF AMOUNT DUE FROM RELATED PARTY

Amount due from related party

Hongye Financial Consulting (Shenzhen) Co., Ltd.

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.

Hong Zhida (1)

Bihua Yang (2)

OF RELATED PARTIES BORROWINGS

Related party borrowings

Hongye Financial Consulting (Shenzhen) Co., Ltd.

Dewu Huang (3)

Jinlong Huang

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.

increase of related party from Hong Zhida was short term loan to Hong Zhida, which is interest free and would be repaid in one year.

increase of related party debt from Yang Bihua was mainly due to the cash paid in advance to Yang Bihua.

During year ended March

31, 2024, the Company received financial support of approximately $1.44 million from Yang Bihua and provided a short term loan of

approximately $1.92 million to Yang Bihua.

Company received financial support from Huang Dewu to fund company’s daily operation.

The decrease mainly due to repayment

During year ended March 31, 2024, the Company received approximately $0.9 million and repaid $1.35 million of debts

due to Huang Dewu.

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

Board has determined that each of Li Weilin, Alex P.

Hamilton and Xiao Jiangping (Gary) 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

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:

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, 2024 and 2023, for (i) services rendered for the audit of our annual financial statements and the review of our

quarterly financial statements;

(ii) services rendered that are reasonably related to the performance of the audit or review of our financial

statements that are not reported as “audit fees;” (iii) services rendered in connection with tax preparation, compliance,

advice and assistance;

and (iv) all other services:

ACCOUNTING FEES AND SERVICES

Audit fees (1)

Audit-related fees

All other fees

fees consist of fees incurred for professional services rendered for the audit of financial statements, for reviews of our fiscal yearend

financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided in connection with statutory

or regulatory filings or engagements.

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.

fees consist of fees incurred for professional services rendered for the audit of financial statements, for reviews of our fiscal year

end 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.

The aggregate fees in connection with services rendered by Pan-China Singapore PAC was

$120,000 for both years ended March 31, 2024 and 2023.

For the year ended March 31, 2023, the Company also paid audit fees of $35,000

and other fees of $3,500 in connection with services rendered by BF Borgers CPA PC.

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

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

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

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

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

Exhibits , Financial Statement Schedules.

The following exhibits are included as part of this

report by reference:

Filed or Furnished

Incorporated by Reference

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

Articles of Incorporation

6 unchanged sentences

Amended and Restated Bylaws

Certificate of Amendment to the Amended and Restated Articles of Incorporation increasing the authorized shares of common stock of Addentax Group Corp.

to 250,000,000

Amendment to the Articles of Incorporation, as amended, of Addentax Group Corp.

for 1-for-10 Reverse Stock Split

Stamped copy of the Certificate of Amendment to the Articles of Incorporation, as amended, of Addentax Group Corp.

for 1-for-10 Reverse Stock Split

Stamped copy of Certificate of Correction to the Certificate of Amendment to the Articles of Incorporation, as amended, of Addentax Group Corp.

for 1-for-10 Reverse Stock Split

Description of Securities.

8 unchanged sentences

Independent Director Agreement with Mr.

Independent Director Agreement with Ms.

Independent Director Agreement with Jiangping (Gary) Xiao

Independent Director Agreement with Mr.

Independent Director Agreement with Xiao Jiangping (Gary)

Securities Purchase Agreement dated January 4, 2023

6 unchanged sentences

Form of Placement Agency Agreement dated January 4, 2023

2024 Equity Incentive Plan

Code of Ethics

1 unchanged sentence

Consent of Hiways Law Firm (Shenzhen)

Consent of independent registered public - Pan-China Singapore PAC

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

4 unchanged sentences

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

XBRL Instance Document +

XBRL Taxonomy Extension Schema Document +

XBRL Taxonomy Extension Calculation Linkbase Document +

XBRL Taxonomy Extension Definitions Linkbase Document +

XBRL Taxonomy Extension Label Linkbase Document +

XBRL Taxonomy Extension Presentation Linkbase Document +

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Policy Relating to Recovery of Erroneously Awarded Compensation

Instance Document +

Taxonomy Extension Schema Document +

Taxonomy Extension Calculation Linkbase Document +

Taxonomy Extension Definitions Linkbase Document +

Taxonomy Extension Label Linkbase Document +

Taxonomy Extension Presentation Linkbase Document +

Page Interactive Data File (embedded within the Inline XBRL document)

Filed herewith

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

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

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.

July 15 , 2024

Chief Executive Officer, Secretary and Director

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.

President, Secretary and Director

Executive Officer)

and Treasurer

Financial and Accounting Officer)

Xiao Jiangping (Gary)

Jiangping (Gary)

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