Current Report Filing (8-k)
May 13 2021 - 8:39AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act 1934
Date
of Report (Date of earliest event reported): May 12, 2021
ADDENTAX
GROUP CORP.
(Exact
name of registrant as specified in charter)
Nevada
(State
or other jurisdiction of incorporation)
333-206097
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35-2521028
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Kingkey
100, Block A, Room 4805, Luohu District,
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Shenzhen
City, China 518000
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N/A
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(Address
of principal executive offices)
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(Zip
Code)
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock
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ATXG
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OTC
Markets
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Registrant’s
telephone number, including area code: (86) 755 82330 336
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any
of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§
230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR§ 240.12b-2).
Emerging
growth company [X]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
On
May 12, 2021, the Board of Directors (the “Board”) of Addentax Group Corp. (the “Company”) appointed Mr. Jiangping
(Gary) Xiao (“Mr. Xiao”) as an independent director effective on the date of the Company’s completion of its public
offering or the listing of its ordinary shares on a national securities exchange, whichever is the later (the “Effective Date”).
On
May 13, 2021, Mr. Li Weilin (“Mr. Li”) resigned as an independent director, the compensation committee member, the audit
Committee member and the chairperson of the nominating and corporate governance committee of Addentax Group Corp.. Mr. Li’s resignation
was effective immediately.
The
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.
Mr.
Xiao will serve as the chairman of the nominating and corporate governance committee, a compensation committee member, and an audit committee
member.
The
biography for Mr. Xiao is set forth below:
Mr. Jiangping (Gary) Xiao,
age 40, has been the vice president of finance and accounting at Hilco IP Merchant Banking since July 2019. Since December 2020,
Mr. 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: WNW). 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, 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.. Mr.
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.
Mr.
Xiao has entered into an independent director agreement with the Company, pursuant to which Mr. Xiao will receive annual cash compensation
of $15,000 payable quarterly in advance on the first business day of each calendar quarter. The first compensation payment after the
Effective Date will comprise a pro-rata amount from the Effective Date through to the end of the relevant calendar quarter and thereafter
quarterly payments in advance of each calendar quarter.
Mr.
Xiao has no family relationships with any of the executive officers or directors of the Company. Save except for independent director
agreement as stated above, there is no other employment agreement between the Company and Mr. Xiao, nor are there any arrangements or
plans in which the Company will provide compensation, bonus, pension, retirement, or similar benefits to Mr. Xiao. There have been no
transactions to which the Company was or is to be a party, in which Mr. Xiao had, or will have, a direct or indirect material interest.
Item
9.01. Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Addentax
Group Corp.
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By:
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/s/
Hong Zhida
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Name:
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Hong
Zhida
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Dated:
May 13, 2021
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Title:
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Chief
Executive Officer
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