Securities Registration Statement (s-1/a)
May 19 2021 - 12:40PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on May 19, 2021
Registration
No. 333-230943
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-1/A
(Amendment
No. 9)
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ADDENTAX
GROUP CORP.
(Exact
name of registrant as specified in its charter)
Nevada
|
|
3990
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35-2521028
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
(Primary
Standard Industrial
Classification
Code Number)
|
|
(I.R.S.
Employer
Identification
Number)
|
Kingkey
100, Block A, Room 4805
Luohu
District, Shenzhen City, China 518000
+(86) 755 8696 1405
(Address, including zip code, and telephone number,
including
area code, of registrant’s principal executive offices)
Business
Filings Incorporated
701
S Carson Street, Suite 200
Carson
City, Nevada 89701
Tel:
(608) 827-5300
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service of process)
Copies
To:
Mitchell
S. Nussbaum, Esq.
Lawrence
Venick, Esq.
Loeb
& Loeb LLP
345
Park Avenue
New
York, NY 10154
Telephone:
(212) 407-4000
|
|
Fang
Liu, Esq.
VCL Law LLP
1945 Old Gallows Road, Suite 630
Vienna, VA 22182
Telephone: (703) 919-7285
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Approximate
date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933 check the following box: [X]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated
filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2
of the Exchange Act.
Large
accelerated filer [ ]
|
Accelerated
filer [ ]
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Non-accelerated
filer [X]
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Smaller
reporting company [X]
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|
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 to Section 7(a)(2)(B) of the Securities Act. [ ]
CALCULATION
OF REGISTRATION FEE
Title of Each Class of Security Being Registered
|
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Amount to be
Registered
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Proposed Maximum
Offering Price
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Proposed Maximum
Aggregate Offering Price (1)
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Amount of Registration
Fee
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|
|
|
|
|
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Common Stock, $0.001 par value (2)
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5,750,000
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5.00
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$
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28,750,000
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$
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3,136.63
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Common Stock, $0.001 par value (3)
|
|
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987,000
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|
|
$
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7.00
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|
$
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6,909,000
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$
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753.77
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Underwriter Warrants
(4) (5)
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—
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—
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—
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—
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Common Stock Underlying
Underwriter Warrants (6)
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575,000
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6.50
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$
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3,737,500
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$
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407.76
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Total
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—
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—
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$
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39,396,500
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$
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4,298.16
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(7)
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(1)
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Estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
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(2)
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Calculated
pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering
price, includes 750,000 shares of Common Stock issuable upon exercise of
a 45-day option granted to the Underwriter to cover over-allotments, if any.
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(3)
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This
Registration Statement also covers the resale under a separate resale prospectus (the “Resale Prospectus”) by
selling stockholders of the Registrant of up to 987,000 shares of common stock previously issued to the selling stockholders
as named in the Resale Prospectus. Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c)
under the Securities Act of 1933, as amended, using the average of the high and low prices of the Registrant’s common
stock reported by the OTCQB Marketplace on May 17, 2021.
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(4)
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No
fee is required pursuant to Rule 457(g) under the Securities Act. Resales of the underwriter warrants on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act are registered hereby.
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(5)
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We
have agreed to issue to the underwriter warrants to purchase the number of common stock
(the “Underwriter Warrants”) in the aggregate equal to 10% of the common
stock sold at closing of the offering, including any shares that may be sold as result
of the Underwriter exercising the over-allotment option. The Underwriter Warrants will
be exercisable from time to time from 6 months after the closing of the offering and
will expire after five years from the effective date of this registration statement,
in whole or in part, but may not be transferred nor may the shares underlying the warrants
be sold until 180 days from the beginning on the date of commencement of sales of the
offering. The exercise price of the Underwriter Warrants is equal to 130% the
public offering price per share in the offering.
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(6)
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Resales
of shares of common stock issuable upon exercise of the underwriter warrants on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act are also registered hereby.
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(7)
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Previously
paid.
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The
registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on
such date as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
This Amendment No. 9 (the
“Amendment No. 9”) to the Registration Statement on Form S-1 (File No. 333-230943) of Addentax Group Corp. is being filed
as an exhibits-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II
of the Registration Statement, the signature page to the Registration Statement and the updated exhibits. The remainder of the Registration
Statement is unchanged and has therefore been omitted.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
ITEM
13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The
following table sets forth the various expenses, all of which will be borne by us, in connection with the sale and distribution
of the securities being registered, other than the underwriter commissions. All amounts shown are estimates except for the Securities
and Exchange Commission registration fee and the FINRA filing fee.
Description
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Amount
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Filing Fee - Securities
and Exchange Commission
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$
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4,298
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FINRA Filing Fee
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6,409
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NASDAQ Application and Listing Fee
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75,000
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Attorney’s fees and expenses
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350,000
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Accountant’s fees and expenses
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125,000
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*
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Transfer agent’s and registrar
fees and expenses
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5,000
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*
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Printing and engraving expenses
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7,500
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*
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Miscellaneous
expenses
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2,500
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*
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Total
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$
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575,708
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*
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*
Estimated expenses.
ITEM
14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
We
are a Nevada corporation and generally governed by the Nevada Private Corporations Code, Title 78 of the Nevada Revised Statutes,
or NRS.
Section
78.138 of the NRS provides that, unless the corporation’s articles of incorporation provide otherwise, a director or officer
will not be individually liable unless it is proven that (i) the director’s or officer’s acts or omissions constituted
a breach of his or her fiduciary duties, and (ii) such breach involved intentional misconduct, fraud, or a knowing violation of
the law. Our articles of incorporation provide the personal liability of our directors is eliminated to the fullest extent permitted
under the NRS.
Section
78.7502 of the NRS permits a company to indemnify its directors and officers against expenses, judgments, fines, and amounts paid
in settlement actually and reasonably incurred in connection with a threatened, pending, or completed action, suit, or proceeding,
if the officer or director (i) is not liable pursuant to NRS 78.138, or (ii) acted in good faith and in a manner the officer or
director reasonably believed to be in or not opposed to the best interests of the corporation and, if a criminal action or proceeding,
had no reasonable cause to believe the conduct of the officer or director was unlawful. Section 78.7502 of the NRS requires a
corporation to indemnify a director or officer that has been successful on the merits or otherwise in defense of any action or
suit. Section 78.7502 of the NRS precludes indemnification by the corporation if the officer or director has been adjudged by
a court of competent jurisdiction, after exhaustion of all appeals, to be liable to the corporation or for amounts paid in settlement
to the corporation, unless and only to the extent that the court determines that in view of all the circumstances, the person
is fairly and reasonably entitled to indemnity for such expenses and requires a corporation to indemnify its officers and directors
if they have been successful on the merits or otherwise in defense of any claim, issue, or matter resulting from their service
as a director or officer.
Section
78.751 of the NRS permits a Nevada company to indemnify its officers and directors against expenses incurred by them in defending
a civil or criminal action, suit, or proceeding as they are incurred and in advance of final disposition thereof, upon determination
by the stockholders, the disinterested board members, or by independent legal counsel. If so provided in the corporation’s
articles of incorporation, bylaws, or other agreement, Section 78.751 of the NRS requires a corporation to advance expenses as
incurred upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined
by a court of competent jurisdiction that such officer or director is not entitled to be indemnified by the company. Section 78.751
of the NRS further permits the company to grant its directors and officers additional rights of indemnification under its articles
of incorporation, bylaws, or other agreement.
Section
78.752 of the NRS provides that a Nevada company may purchase and maintain insurance or make other financial arrangements on behalf
of any person who is or was a director, officer, employee, or agent of the company, or is or was serving at the request of the
company as a director, officer, employee, or agent of another company, partnership, joint venture, trust, or other enterprise,
for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee,
or agent, or arising out of his status as such, whether or not the company has the authority to indemnify him against such liability
and expenses.
Neither
our Bylaws nor our Articles of Incorporation include any specific indemnification provisions for our officers or directors against
liability under the Securities Act. Additionally, insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
ITEM
15. RECENT SALES OF UNREGISTERED SECURITIES.
During
January 2016, the Company sold a total of 18,500 common shares for cash contributions of $555 at $0.03 per share.
During
February 2016, the Company sold a total of 74,000 common shares for cash contributions of $2,220 at $0.03 per share.
During
March 2016, the Company sold a total of 333,000 common shares for cash contributions of $9,862 at $0.03 per share.
On
April 18, 2017, the Company issued a total of 500,000,000 common shares as follows:
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○
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Hengtian
Group Co., Ltd.: (Beneficial Owner: Ma Huizhu) 215,000,000 restricted common shares.
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○
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Hong
Zhida*: 30,000,000 restricted common shares.
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○
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Hui
Lian Group Ltd.: (Beneficial Owner: Ma Huijun) 255,000,000 restricted common shares.
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The
500,000,000 common shares were issued pursuant to a Sale & Purchase Agreement (“S&P”) for the acquisition
of 100% of the shares and assets of Yingxi Industrial Chain Group Co., Ltd., a company incorporated under the laws of the Republic
of Seychelles. The Company agreed to issue five hundred million (500,000,000) shares of common stock to Yingxi Industrial Chain
Group Co., Ltd. to acquire its shares and assets for a cost of US$0.30 per share or a total cost of US$150,000,000.
During August 2020,
the Company sold a total of 747,000 common shares for cash contributions of $3,735,000 at $5.00 per share.
*Hong
Zhida is the President, Secretary and a Director of the Company.
We
claim an exemption from registration pursuant to Section 4(a)(2) and/or Rule 506(b) of Regulation D of the Securities Act, and
the rules and regulations promulgated thereunder in connection with the sales and issuances described above since the foregoing
issuances and sales did not involve a public offering, the recipients were (a) “accredited investors”, and/or
(b) had access to similar documentation and information as would be required in a Registration Statement under the Securities
Act. With respect to the transactions described above, no general solicitation was made either by us or by any person acting on
our behalf. The transactions were privately negotiated, and did not involve any kind of public solicitation. No underwriters or
agents were involved in the foregoing issuances and we paid no underwriting discounts or commissions. The securities sold are
subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate legend stating that such
securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to
an exemption therefrom.
ITEM
16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)
Exhibits.
Pursuant
to Item 601 of Regulation S-K:
A
list of exhibits filed with this registration statement on Form S-1 is set forth on the Exhibit Index and is incorporated herein
by reference.
ITEM
17. UNDERTAKINGS.
The
undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement
to:
(i)
Include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
Reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)
Include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser each prospectus filed by the
registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus
was deemed part of and included in the registration statement; and each prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i),
(vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed
to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided
in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed
to be a new effective date of the registration statement relating to the securities in the registration statement to which that
prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part
of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede
or modify any statement that was made in the registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such effective date
(5)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Act and will be governed by the final adjudication of such issue.
EXHIBIT
INDEX
Exhibit
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Filed or
Furnished
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Incorporated
by Reference
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Number
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Herewith
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Form
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Exhibit
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Date
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File
No.
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1.1**
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Form of Underwriting Agreement
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3.1
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Articles
of Incorporation
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S-1
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3.1
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8/5/2015
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333-206097
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3.2
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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
|
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8-K
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3.1
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7/21/2016
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|
333-206097
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3.3**
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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
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3.4
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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
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8-K
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3.1
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|
3/5/2019
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333-206097
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3.5
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Amended
and Restated Bylaws
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8-K
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3.1
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3/15/2019
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333-206097
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4.1**
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Form of Underwriter Warrant
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5.1**
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Opinion of Loeb & Loeb LLP re: the legality of the securities being registered
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10.1
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Loan
Agreement, dated March 2, 2015
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S-1
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10.1
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8/5/2015
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333-206097
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10.2
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Contract
of the sale goods, dated February 3, 2015
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S-1
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10.2
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8/5/2015
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333-206097
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10.3
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Lease
Agreement, dated December 15, 2014
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S-1
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10.3
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8/5/2015
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333-206097
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10.4
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Verbal
Agreement, dated October 28, 2014
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S-1
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10.4
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8/5/2015
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333-206097
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10.5
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|
Form
of Subscription Agreement
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S-1
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99.1
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8/5/2015
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333-206097
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10.6
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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
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|
|
|
8-K
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10.1
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12/28/2016
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333-206097
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10.7
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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
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|
|
|
8-K
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|
10.1
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3/7/2017
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333-206097
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10.8
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|
Independent Director Agreement with Mr. Alex P. Hamilton
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|
8-K
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|
10.1
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|
5/10/2021
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|
333-206097
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10.9
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Independent
Director Agreement with Ms. Yu Jiaxin
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|
|
8-K
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10.2
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3/11/2019
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333-206097
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10.10
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Independent Director Agreement with Jiangping (Gary) Xiao
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|
|
|
8-K
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10.1
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|
5/13/2021
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333-206097
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14.1
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Code
of Ethics
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10-K/A
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14.1
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|
9/21/2018
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333-206097
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16.1
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|
Letter,
dated October 27, 2015 from Cutler & Co. LLC to the Securities and Exchange Commission.
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8-K
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16.1
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10/27/2015
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333-206097
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16.2
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Letter
from Pritchett Siler & Hardy, PC dated February 22, 2017
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|
8-K
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16.1
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2/22/2017
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333-206097
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23.1**
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Consent of BF Borgers CPA PC
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23.2**
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Consent of Loeb & Loeb LLP (included in Exhibit 5.1)
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24.1**
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Power
of Attorney
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-1 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Luohu District, Shenzhen City, China, on May 19, 2021.
|
ADDENTAX
GROUP CORP.
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/s/
Hong Zhida
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|
Hong
Zhida
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CEO,
President, Secretary and Director
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(Principal
Executive Officer)
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature
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Title
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Date
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/s/
Hong Zhida
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|
CEO,
President, Secretary and Director
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|
May
19, 2021
|
Hong
Zhida
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|
(Principal
Executive Officer)
|
|
|
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/s/
Huang Chao
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|
CFO
and Treasurer
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|
May 19, 2021
|
Huang
Chao
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|
(Principal
Financial and Accounting Officer)
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|
|
|
|
|
|
*
|
|
|
|
May
19, 2021
|
Yu
Jiaxin
|
|
Independent
Director
|
|
|
|
|
|
|
|
*
|
|
|
|
May
19, 2021
|
Hong
Zhiwang
|
|
Director
|
|
|
*/s/
Hong Zhida
|
|
Hong
Zhida
|
|
Attorney-in-Fact
|
|
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