ADDENTAX GROUP CORP. 10-K

Item 9A. 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, as amended, 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 SEC’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, 2026. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2026. 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 Rule 13a-15(f) under the Exchange Act. 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 U.S. GAAP. 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 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, 2026 using the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of March 31, 2026. 54 Changes in Internal Controls over Financial Reporting During the quarter ended March 31, 2026, the Company continued to enhance its financial reporting process and internal control environment. These measures included strengthening finance and accounting review procedures, improving the period-end closing and reporting process, providing relevant U.S. GAAP and SEC reporting training to finance and accounting personnel, and using external professional support where appropriate to assist with financial reporting and internal control matters. Other than the control enhancement measures described above, there were no changes in the Company’s internal control over financial reporting during the quarter ended March 31, 2026 that materially affected, or are 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 above. Management does not expect, however, that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. Attestation report of the registered public accounting firm This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Our management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this annual report. Item 9B. Other Information None . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 55 PART III Item 10. Directors, Executive Officers and Corporate Governance Directors and Executive Officers The name, address, age and titles of our executive officers and directors are as follows: Name Age Title Date of First Appointment Hong Zhida 36 Chairman of the Board, Chief Executive Officer, President and Secretary March 10, 2017 Huang Chao 33 Chief Financial Officer and Treasurer March 8, 2019 Wu Rui 38 Chief Operating Officer December 12, 2025 Hong Zhiwang 32 Director March 13, 2019 Li Weilin (1)(2)(3) 45 Independent Director April 26, 2024 Alex. P. Hamilton (1)(2)(3) 54 Independent Director May 10, 2021 Xiao Jiangping (Gary) (1)(2)(3) 48 Independent Director May 12, 2021 (1) Member of the Audit Committee (2) Member of the Compensation Committee (3) Member of the Nominating and Corporate Governance Committee Hong 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 2013. From June 2014 to present, he served as the Director of China Huiying Joint Supply Chain Group Co. Ltd. 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. Mr. 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. 56 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. Wu Rui, Chief Operating Officer Wu Rui has served as our Chief Operating Officer since December 2025. Mr. Wu has been a director of TROOPS, Inc. (Nasdaq: TROO) since June 24, 2024, a Nasdaq-listed company engaged in money lending, property investment, and the operation of an online fintech marketplace. Mr. Wu is also one of the founders of Riches Holdings Limited and has served as its Chief Executive Officer since November 2017. Riches Holdings Limited provides family office services, asset management solutions, insurance brokerage services, and fintech-enabled financial services. From December 2016 to November 2017, Mr. Wu served as Chief Operating Officer at Reliable Wealth Management Limited, where he built a nationwide distribution network in mainland China, managed the operations and support teams at the head office, and led the development of the company’s CRM system. From July 2016 to December 2016, Mr. Wu served as a founding partner and investment director at R&F Global Wealth Limited. From September 2012 to June 2016, Mr. Wu served as Assistant Associate Director at Convoy Financial Group Limited, one of the largest financial advisory firms over the past two decades in Hong Kong. Mr. Wu obtained a Bachelor’s degree in Business Administration from The Chinese University of Hong Kong in November 2012. Li Weilin, Independent Director Li Weilin has been serving as the information and network center director in Xinhua College of Sun Yat-sen University since 2005. Since 2015, Mr. Li has been serving as the chief of senior engineer of Computer Application & Technology program in Guangdong Polytechnic College. 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. Mr. Li is experienced in the field of network & system safety, image processing, data mining, business intelligence, big data management and network physical system. Mr. 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. Hong Zhiwang, Director Hong Zhiwang earned his bachelor’s degree in Automation Engineering from Beijing Institute of Technology University Zhuhai Campus, China in 2014. Mr. 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. Alex P. Hamilton, Independent Director Alex Hamilton obtained his B.A. in Economics from Brandeis University in 1994. Mr. Hamilton served as the CFO and Board member of CBD biotech has been the Chief Financial Officer of CBD Biotech Inc. other entrepreneurial pursuits include founding and severing as its CEO. Mr. 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. Mr. Hamilton was also the Co-Founder of Donald Capital LLC, and has served as its president. Mr. Hamilton is currently a managing director of investment banking at craft capital management. From December 2020 to July 2021, Mr. Hamilton served as an independent director and the chairman of the audit committee of Wunong Net Technology Company Limited (Nasdaq: WNW). Mr. Hamilton’s prior public company experience led to the conclusion that he should serve as a director. 57 Xiao Jiangping (Gary), Independent Director Gary Xiao has been the CFO at deGiulio Kitchen Design, Inc since August 2023. He previously served as CFO at Big Red Rooster Flow, LLC from June 2021 to August 2023. From July 2019 until April 2021, he served as VP of Finance & Accounting for Hilco IP Merchant Bank. From March 2017 until March 2019, he served as CFO for Professional Diversity Network, Inc.(Nasdaq: IPDN). From June 2013 until April 2016, he served as the CFO and Controller of Petstages Inc. Mr. Xiao has also been an independent director for several public companies. Since November 2021, Mr. Xiao has been an independent board director and the chairman of audit committee of Embrace Change Acquisition Corp (NASDAQ: EMCG), a special purpose acquisition company, or SPAC. From July 2019 to November 2021, Mr. Xiao served as an independent board director and audit committee chair of Takung Art Co. Ltd. (NYSE: TKAT). He received a master’s degree in business administration from the Ross School of Business at the University of Michigan and a bachelor’s degree in accounting from Tsinghua University. Section 16(a) Compliance Based solely on our review of reports filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, we believe that all reports required to be filed by our directors, executive officers and beneficial owners of more than 10% of our Common Stock during the fiscal year ended March 31, 2026 were timely filed, except that Alex P. Hamilton, an independent director of the Company, filed one late Form 4 reporting one transaction. 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 The Audit Committee consists of (i) Alex P. Hamilton, who is the Chairman of the Audit Committee, (ii) Li Weilin, and (iii) Xiao Jiangping (Gary). 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. Hamilton qualifies as an “audit committee financial expert,” as defined under applicable SEC and Nasdaq listing standards. The Audit Committee operates pursuant to a written charter that is available on the Company’s website at: https://www.addentax.com/government. Pursuant 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). The Audit Committee Charter describes the primary functions of the Audit Committee, including the following: ● Overseeing the Company’s accounting and financial reporting processes; ● Overseeing audits of the Company’s financial statements; ● Discussing policies with respect to risk assessment and risk management, and discussing the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures; ● Reviewing and discussing with management the Company’s audited financial statements and reviewing 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; 58 ● Recommending 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; ● Meeting 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; ● Being 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; ● Taking, or recommending that the board take, appropriate action to oversee and ensure the independence of the Company’s independent registered public accounting firm; and ● Reviewing 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 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: ● 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; and ● appointing and overseeing any compensation consultants or advisors. The 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 independence requirements applicable to compensation committee members. In addition, each member of the Compensation Committee qualifies as a non-employee director as defined in Rule 16b-3 under the Exchange Act. The Compensation Committee operates pursuant to a written charter that is available on the Company’s website at: https://www.addentax.com/government. The 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. Corporate Governance and Nominating Committee The 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: ● 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; and ● overseeing the evaluation of the Company’s management. 59 The Nominating Committee consists of: (i) Xiao Jiangping (Gary), who is the Chairman of the Nominating Committee, (ii) Alex P. Hamilton, 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 operates pursuant to a written charter that is available on the Company’s website at: https://www.addentax.com/government. Board Leadership Structure and Role in Risk Oversight The Board currently consists of five directors. Mr. Hong Zhida holds the positions of chief executive officer and chairman of the board of the Company. 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 stockholders. Mr. 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. 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: 1. honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; 2. 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; 3. compliance with applicable governmental laws, rules and regulations; 4. 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; and 5. 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. 60 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. Recovery of Erroneously Awarded Compensation The Company has adopted a clawback policy in connection with recovery of erroneously awarded compensation. Family Relationships Mr. Hong Zhida, the chief executive officer and director 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. Involvement in Certain Legal Proceedings None. Insider Trading Arrangements and Policies We have a written insider trading policy that applies to our directors, officers, employees and contractors, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. We intend to disclose future amendments to such policy, or any waivers of its requirements, applicable to any principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions or our directors on our website identified above or in a current report on Form 8-K that we would file with the SEC. Our directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of our Common Stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or officer when entering into the plan, without further direction from them. The director or officer may amend a Rule 10b5-1 plan in some circumstances and may terminate a plan at any time. Our directors and executive officers also may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material non-public information subject to compliance with the terms of our insider trading policy. Item 11. 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, 2026 and 2025: Summary Compensation Table Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Non-Qualified Deferred Compensation Earnings ($) All Other Compensation ($) Totals ($) Hong Zhida 2026 $ 133,903 0 10,000 (1) 0 0 0 0 $ 143,903 (Chief Executive Officer) 2025 $ 17,229 0 0 0 0 0 0 $ 17,229 Huang Chao 2026 $ 31,579 0 10,000 (1) 0 0 0 0 $ 41,579 (Chief Financial Officer) 2025 $ 31,579 0 0 0 0 0 0 $ 31,579 Wu Rui (2) 2026 3,645 0 0 0 0 0 0 3,645 (Chief Operating Officer) 2025 0 0 0 0 0 0 0 0 (1) On August 11, 2025, the Company issued and granted shares of Common Stock to certain directors and executive officers pursuant to the 2024 Equity Incentive Plan. Mr. Hong Zhida and Mr. Huang Chao each received 23,095 shares (prior to giving effect to the 1-for-15 reverse stock split effective March 30, 2026). The stock award amounts shown above were calculated based on $0.433 per share, the last reported sale price of the Company’s Common Stock on Nasdaq on August 8, 2025, as disclosed in the Company’s Form S-8 filed on August 11, 2025. (2) Mr. Wu was appointed by the Company on December 12, 2025. Employment Agreements Mr. Hong Zhida is the Company’s Chief Executive Officer, President and Secretary. There is no employment agreement between the Company and Hong Zhida. Mr. Hong’s compensation is $1,436 per month. Mr. Hong may be entitled to options from time to time as authorized and approved by the Compensation Committee or the Board of Directors. On August 11, 2025, the Board approved an increase in Mr. Hong Zhida’s annual salary from $17,229 to $200,000, effective immediately. The salary amount shown for fiscal year 2026 reflects a pro-rated amount based on the prior annual salary through August 10, 2025 and the increased annual salary beginning August 11, 2025. Mr. Huang Chao is the Company’s Chief Financial Officer and Treasurer. On April 15, 2019, the Company entered into an employment agreement with Mr. Chao. Mr. Chao’s compensation is $2,631 per month. Mr. Chao may be entitled to options from time to time as authorized and approved by the Compensation Committee or the Board of Directors. Mr. Wu Rui is the Company’s Chief Operating Officer. On December 12, 2025, the Company entered into an employment agreement with Mr. Wu. Pursuant to the agreement, Mr. Wu is entitled to an annual salary of $12,000, payable on the last day of each calendar year. The agreement contains customary termination, confidentiality, non-solicitation and indemnification provisions. Mr. Wu may be entitled to options from time to time as authorized and approved by the Compensation Committee or the Board of Directors. 61 Stock Option Plan On 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 success. The maximum number of shares of Common Stock issuable under the 2024 Equity Incentive Plan is 89,667 shares of Common Stock (after giving effect to the Company’s 1-for-15 reverse stock split effected on March 30, 2026). Grants of Plan-Based Awards On August 11, 2025, and the Company granted an aggregate of 161,665 shares of Common Stock, or 10,778 shares after giving effect to the 1-for-15 reverse stock split effective March 30, 2026, to certain directors and executive officers pursuant to the 2024 Equity Incentive Plan. The recipients were Hong Zhida, Huang Chao, Hong Zhiwang, Alex P. Hamilton, Li Weilin and Xiao Jiangping (Gary). Before giving effect to the reverse stock split, Hong Zhiwang received 46,190 shares and each of the other recipients received 23,095 shares. These incentive shares vested immediately. The stock-based compensation expense recognized in connection with these shares was $70,001. On March 24, 2026, the Compensation Committee approved equity awards under the Company’s 2024 Equity Incentive Plan to Mr. Hong Zhida, the Company’s Chief Executive Officer, and Mr. Wu Rui, the Company’s Chief Operating Officer. The awards were granted on April 8, 2026 and vested immediately upon grant. Pursuant to the awards, Mr. Wu Rui received 66,667 shares of common stock and Mr. Hong Zhida received 12,222 shares of common stock (in each case after giving effect to the March 30, 2026 reverse stock split). Because the grant date occurred after March 31, 2026, these awards are not reflected in the fiscal 2026 Summary Compensation Table. Outstanding Equity Awards As of March 31, 2026, there were no outstanding equity awards held by our named executive officers. Option Exercises and Stock Vested No options were exercised by our named executive officers during the fiscal year ended March 31, 2026. The stock awards granted on August 11, 2025 vested immediately upon grant. Compensation of Directors Summary Compensation Table Name and Position (1) Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Non-Qualified Deferred Compensation Earnings ($) All Other Compensation ($) Totals ($) Alex P. Hamilton 2026 $ 15,000 0 10,000 0 0 0 0 $ 25,000 (Independent Director) 2025 $ 15,000 0 0 0 0 0 0 $ 15,000 Li Weilin 2026 $ 15,000 0 10,000 0 0 0 0 $ 25,000 (Independent Director) 2025 $ 15,000 0 0 0 0 0 0 $ 15,000 Xiao Jiangping (Gary) 2026 $ 15,000 0 10,000 0 0 0 0 $ 25,000 (Independent Director) 2025 $ 15,000 0 0 0 0 0 0 $ 15,000 (1) Mr. Hong Zhida served as a director during fiscal years ended March 31, 2026 and 2025. Compensation received by Mr. Hong Zhida is reported in the Summary Compensation Table and is therefore not included in the Director Compensation Table. Mr. Li Weilin has entered into an independent director agreement with the company, pursuant to which Mr. Li receives annual cash compensation of $15,000 payable quarterly in advance on the first business day of each calendar quarter. Mr. Alex P. Hamilton has entered into an independent director agreement with the Company, pursuant to which Mr. Hamilton receives annual cash compensation of $15,000 payable quarterly in advance on the first business day of each calendar quarter. Mr. Xiao Jiangping (Gary) has entered into an independent director agreement with the Company, pursuant to which Mr. Xiao receives 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. 62 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table provides information regarding shares outstanding and available for issuance under our existing equity compensation plans as of March 31, 2026. Equity Compensation Plan Information On May 28, 2024, our Board adopted our 2024 Equity Incentive Plan, which was approved by our stockholders at our annual meeting of stockholders held on June 28, 2024. The 2024 Equity Incentive Plan gives us the ability to grant stock options, stock appreciation rights, restricted stock and other stock-based awards to officers, directors, employees and consultants of the Company or any of its subsidiaries, and to non-employee members of our advisory board, our Board or the board of directors of any of our subsidiaries. The shares covered by the 2024 Equity Incentive Plan were originally 1,345,000 shares of Common Stock. After giving effect to the 1-for-15 reverse stock split of our Common Stock that became effective on March 30, 2026, the number of shares reserved for issuance under the 2024 Equity Incentive Plan was adjusted to approximately 89,667 shares of Common Stock, subject to confirmation of the applicable rounding treatment under the plan and applicable law. The following table reflects the shares available for issuance under our 2024 Equity Incentive Plan as of the end of the most recently completed fiscal year: Plan category Number of shares of common stock to be issued upon vesting of outstanding RSUs, options, warrants, and rights (1) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights Number of shares of common stock remaining available for future Issuance (2) Equity compensation plans approved by security holders - N/A 78,889 Equity compensation plans not approved by security holders - N/A - Total - N/A 78,889 (1) As of March 31, 2026, no options, warrants or other rights were outstanding under the Company’s 2024 Equity Incentive Plan. During fiscal 2026, the Company granted fully vested shares of common stock under the plan, which were issued immediately and therefore are not reflected in column (a). (2) As of March 31, 2026, 78,889 shares remained available for future issuance under the 2024 Equity Incentive Plan. On March 24, 2026, the Compensation Committee approved equity awards to certain executive officers under the 2024 Equity Incentive Plan. The grant date of such awards was April 8, 2026. Because the grant date occurred after March 31, 2026, such awards are not reflected in the table above. The following table sets forth, as of June 29, 2026, certain information concerning the beneficial ownership of our Common Stock by (i) each of our named executive officers, (ii) each of our directors, (iii) all of our executive officers and directors as a group, and (iv) each person or entity known by us to beneficially own more than five percent of our Common Stock. The percentages shown below are based on 1,031,435 shares of Common Stock outstanding as of June 29, 2026. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares issuable upon the exercise or conversion of securities exercisable or convertible within 60 days of June 29, 2026 are deemed outstanding for purposes of computing the percentage ownership of the person holding such securities, but are not deemed outstanding for purposes of computing the percentage ownership of any other person. Name and Address (1) Number of Shares Beneficially Owned Percentage Ownership of Shares of Common Stock Directors and Officers Hong Zhida 30,155 2.92 % Hong Zhiwang 6,421 0.62 % Huang Chao 1,711 0.17 % Wu Rui 100,167 9.71 % Alex. P. Hamilton - - Li Weilin 1,540 0.15 % Xiao Jiangping (Gary) 1,540 0.15 All Officers and Directors (seven persons) 141,534 13.72 % Owner of more than 5% of Class Or Shan Shan 137,790 13.36 % (1) 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. 63 Item 13. Certain Relationships, Related Transactions and Director Independence Director Independence The Board of Directors determines the independence of its directors in accordance with the independence requirements of the Nasdaq Listing Rules. In making independence determinations, the Board considers all relevant facts and circumstances, including whether any relationship exists that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board has determined that Alex. P. Hamilton, Li Weilin and Xiao Jiangping (Gary) satisfy the independence requirements of the Nasdaq Listing Rules. Mr. Hong Zhida, the chief executive officer and director 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. Certain Relationships and Related Transactions Name of Related Parties Relationship with the Company Zhida Hong President, CEO, and a director of the Company Hongye Financial Consulting (Shenzhen) Co., Ltd. A company controlled by CEO, Mr. Zhida Hong Bihua Yang A legal representative of XKJ Jinlong Huang Management of HSW Yinping Ding Management of HSW & YS Wu Rui and Riches Affiliated Parties (1) Mr. Wu Rui is the Chief Operating Officer of the Company. The Riches Affiliated Parties are affiliated with Mr. Wu Rui and were involved in the Company’s related-party share exchange transaction. KMFG’s related parties KMFG’s shareholders, directors and related parties (1) For purposes of this section, “Riches Affiliated Parties” refers to Riches FO Holdings Limited, Riches Family Office Limited and Riches Elite Technology (Shenzhen) Co., Ltd. Riches FO Holdings Limited is controlled by Mr. Wu Rui, the Company’s Chief Operating Officer, and was the seller in the Company’s related-party share exchange transaction involving Riches Family Office Limited. Riches Elite Technology (Shenzhen) Co., Ltd. is the operating subsidiary of Riches Family Office Limited. The Company leases Shenzhen XKJ office rent-free from Bihua Yang. Hongye Financial Consulting (Shenzhen) Co., Ltd. provided guarantee to the consideration receivable of transfer of a debt security to a third party. On May 15, 2026, the Company entered into a Share Exchange Agreement with Yingxi Industrial Chain Investment Co., Ltd., Riches Family Office Limited, Riches FO Holdings Limited and Mr. Wu Rui, the Company’s Chief Operating Officer and sole shareholder of Riches FO Holdings Limited. Pursuant to the agreement, Yingxi agreed to acquire 41.67% of the issued and outstanding equity interests of Riches Family Office Limited from Riches FO Holdings Limited in exchange for the issuance by the Company of 33,500 shares of Common Stock to Mr. Wu Rui. The transaction constitutes a related-party transaction and was approved by the Audit Committee and the Board of Directors on May 15, 2026. The Company had the following related party balances at the end of the years: Amount due from related party 2026 2025 Hong Zhida (1) 3,626,417 2,856,262 Bihua Yang (2) 1,369,355 1,426,867 Riches group companies 623,100 - $ 5,618,872 $ 4,283,129 Related party borrowings 2026 2025 Hongye Financial Consulting (Shenzhen) Co., Ltd. $ 101,322 $ 39,174 Jinlong Huang 118,734 122,420 Riches’ affiliated companies 306,946 - Keemo’s related parties 554,478 - $ 1,081,480 $ 161,594 (1) The increase in the balance due from Hong Zhida primarily resulted from short term loan made to Hong Zhida, which is interest free and would be repaid in one year. (2) The decrease of related party debt from Yang Bihua was mainly due to repayment from Yang Bihua. The borrowing balances of related parties are unsecured, non-interest bearing and repayable on demand. Item 14. 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, 2026 and 2025, 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 2026 2025 Audit fees $ 125,000 $ 120,000 Audit-related fees 7,000 - Tax fees - - All other fees - - Total $ 132,000 $ 120,000 Audit fees consist of fees incurred for professional services rendered for the audit of financial statements, for reviews of our interim 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. On March 25, 2026, the Company dismissed Pan-China Singapore PAC as the Company’s independent registered public accounting firm and appointed HML PLT as the Company’s independent registered public accounting firm for the fiscal year ended March 31, 2026. The audit fees for the year ended March 31, 2026 were billed, or are expected to be billed, by HML PLT. The audit fees for the year ended March 31, 2025 were billed by Pan-China Singapore PAC. Our 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. Our 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. 64 PART IV Item 15. Exhibits, Financial Statement Schedules. (a) Financial Statements We have filed the financial statements in Item 8. Financial Statements and Supplementary Data as a part of this Annual Report on Form 10-K. (b) Exhibits The following is a list of all exhibits filed or incorporated by reference as part of this annual report on Form 10-K. Exhibit Filed or Furnished Incorporated by Reference Number Herewith Form Exhibit Date File No. 3.1 Articles of Incorporation S-1 3.1 8/5/2015 333-206097 3.2 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 8-K 3.1 7/21/2016 333-206097 3.3 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 S-1 3.3 4/18/2019 333-230943 3.4 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 8-K 3.1 3/5/2019 333-206097 3.5 Amended and Restated Bylaws 8-K 3.1 3/15/2019 333-206097 3.6 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 8-K 3.1 3/23/2023 001-41478 3.7 Amendment to the Articles of Incorporation, as amended, of Addentax Group Corp. for 1-for-10 Reverse Stock Split 8-K 3.1 6/30/2023 001-41478 3.9 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 8-K 3.2 6/30/2023 001-41478 3.10 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 8-K 3.3 6/30/2023 001-41478 3.11 Certificate of Amendment to the Articles of Incorporation 8-K 3.1 3/26/2026 001-41478 4.1 Description of Securities. X 4.2 Form of Senior Secured Convertible Note 8-K 4.1 1/4/2023 4.3 Form of PIPE Warrant 8-K 10.2 1/4/2023 4.4 Form of Placement Agent Warrant 8-K 10.8 1/4/2023 10.1 Form of Subscription Agreement S-1 99.1 8/5/2015 333-206097 10.2 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 8-K 10.3 12/28/2016 333-206097 10.3 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 8-K 10.4 3/7/2017 333-206097 10.4 Independent Director Agreement with Mr. Alex P. Hamilton 8-K 10.1 5/10/2021 333-206097 10.5 Independent Director Agreement with Mr. Li Weilin 8-K 10.1 4/29/2024 001-41478 10.6 Independent Director Agreement with Xiao Jiangping (Gary) 8-K 10.1 5/13/2021 333-206097 10.7 Securities Purchase Agreement dated January 4, 2023 8-K 10.1 1/4/2023 001-41478 10.8 Form of Amendment No. 1 to Securities Purchase Agreement dated January 10, 2023 8-K 10.1 1/10/2023 001-41478 10.9 Form of Registration Rights Agreement 8-K 10.3 1/4/2023 001-41478 10.10 Form of Security and Pledge Agreement 8-K 10.4 1/4/2023 001-41478 65 10.11 Form of Guaranty Agreement 8-K 10.5 1/4/2023 001-41478 10.12 Form of Voting Agreement 8-K 10.6 1/4/2023 001-41478 10.13 Form of Placement Agency Agreement dated January 4, 2023 8-K 10.7 1/4/2023 001-41478 10.14 Form of Private Placement Agreement dated April 29, 2024 8-K 10.1 4/29/2024 001-41478 10.15 Form of Private Placement Agreement dated April 29, 2024 8-K 10.2 4/29/2024 001-41478 10.16 Form of Securities Purchase Agreement dated January 8, 2025 8-K 10.1 1/13/2025 001-41478 10.17 2024 Equity Incentive Plan 10-K 10.17 6/30/2025 001-41478 10.18 Share Exchange Agreement dated May 15, 2026 by and among the Company, Yingxi Industrial Chain Investment co., Ltd, Riches Family Office Limited, Riches FO Holdings Limited and Mr. Wu Rui 8-K 10.1 05/21/2026 001-41478 10.19 Share Exchange Agreement dated April 22, 2026 by and among the Company, Yingxi Industrial Chain Investment Co., Ltd, Time is Loan Limited and OR Shan Shan 8-K 10.1 04/28/2026 001-41478 10.20 Stock Purchase Agreement dated February 17, 2026 8-K 10.1 2/19/2026 001-41478 10.21 Bond Transfer Agreement dated February 18, 2026 8-K 10.2 2/19/2026 001-41478 14.1 Code of Ethics 10-K/A 14.1 9/21/2018 333-206097 19.1 Insider Trading Policy 10-K 19.1 6/30/2025 001-41478 21.1 Subsidiaries of the Registrant. X 31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). X 31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). X 32.1* 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. X 32.2 * 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. X 97.1 Policy Relating to Recovery of Erroneously Awarded Compensation 8-K 99.1 10/25/2023 001-41478 101.INS Inline XBRL Instance Document + 101.SCH Inline XBRL Taxonomy Extension Schema Document + 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document + 101.DEF Inline XBRL Taxonomy Extension Definitions Linkbase Document + 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document + 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document + 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) X Filed herewith * In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 herewith are deemed to accompany this Form 10-K and will not be deemed filed for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act. Item 16. 10-K Summary As permitted, the registrant has elected not to supply a summary of information required by Form 10-K. 66 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: June 29, 2026 ADDENTAX GROUP CORP. By: /s/ Hong Zhida Name: Hong Zhida Title: 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. Signature Title Date /s/ Hong Zhida CEO, President, Secretary and Director June 29, 2026 Hong Zhida (Principal Executive Officer) /s/ Huang Chao CFO and Treasurer June 29, 2026 Huang Chao (Principal Financial and Accounting Officer) /s/ Hong Zhiwang June 29, 2026 Hong Zhiwang Director /s/ Li Weilin June 29, 2026 Li Weilin Independent Director /s/ Alex P. Hamilton June 29, 2026 Alex P. Hamilton Independent Director /s/ Xiao Jiangping (Gary) June 29, 2026 Xiao Jiangping (Gary) Independent Director 67