Current Report Filing (8-k)
March 05 2019 - 6:17AM
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 of 1934
Date
of Report (Date of earliest event reported): February 27, 2019
ADDENTAX
GROUP CORP
(Exact
name of registrant as specified in its charter)
Nevada
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333-206097
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35-2521028
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(state
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
Number)
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Floor
13
th
, Building 1, Block B, Zhihui Square
Nanshan
District, Shenzhen City, China 51800
(address
of principal executive offices) (zip code)
Tel:
+86 755 86961 405
(registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
[ ]
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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 under the Exchange Act (17 CFR 240.14a-12)
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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 [ ]
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
3.03 Material Modification to Rights of Security Holders
On
January 24, 2019, the Board of Directors of Addentax Group Corp., a Nevada corporation (the “Company”), approved a
reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “Common
Stock”), at a ratio of 1-for-20 (the “Reverse Stock Split”). Under Nevada Revised Statutes (“NRS”)
Section 78.207, the Company may decrease its authorized shares of Common Stock and correspondingly decrease its number of issued
and outstanding shares of Common Stock by resolution adopted by the board of directors, without obtaining the approval of the
stockholders. The Reverse Stock Split was effected by the Company filing a Certificate of Change (the “Certificate”)
pursuant to NRS Section 78.209 with the Secretary of State of the State of Nevada on February 27, 2019 (the “Effective Date”).
As
a result of the filing of the Certificate, the number of shares of the Company’s authorized Common Stock was reduced from
1,000,000,000 shares to 50,000,000 shares and the issued and outstanding number of shares of the Company’s Common Stock
was correspondingly decreased to 25,346,004. There was no change to the par value of the Company’s Common Stock.
The
Common Stock is quoted for trading on the OTC Markets Inc. OTCQB Marketplace under the symbol “ATXG.” The change in
the shares will be effective at the open of business on March 5, 2019 under a new symbol “ATXGD”. The “D”
will be removed in 20 business days and the symbol will then change back to “ATXG.”
Split
Adjustment; Treatment of Fractional Shares:
On
the Effective Date, the total number of shares of Common Stock held by each stockholder of the Company will be converted automatically
into the number of shares of Common Stock equal to (i) the number of issued and outstanding shares of Common Stock held by each
such stockholder immediately prior to the Reverse Stock Split, divided by (ii) 20, with such resulting number of shares rounded
up to the nearest whole share. The Company will issue one whole share of the post-Reverse Stock Split Common Stock to any stockholder
who otherwise would have received a fractional share as a result of the Reverse Stock Split. As a result, no fractional shares
will be issued in connection with the Reverse Stock Split and no cash or other consideration will be paid in connection with any
fractional shares that would otherwise have resulted from the Reverse Stock Split.
Certificated
and Non-Certificated Shares:
Stockholders
who are holding their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Reverse
Stock Split will automatically be reflected in their brokerage accounts. Stockholders holding paper certificates may (but are
not required to) send the certificates to the Company’s transfer agent and registrar, TRANSFER ONLINE, INC. at the address
set forth below. Transfer Online, Inc. will issue a new stock certificate reflecting the Reverse Stock Split to each requesting
stockholder.
Transfer
Online, Inc.
512
SE Salmon St.
Portland,
OR 97214
Capitalization:
The
Reverse Stock Split has no effect on the par value of the Common Stock. Immediately after the Reverse Stock Split, each stockholder’s
percentage ownership interest in the Company and proportional voting power will remain unchanged, except for minor changes and
adjustments that will result from the treatment of fractional shares. The rights and privileges of the holders of shares of Common
Stock will be substantially unaffected by the Reverse Stock Split.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
description under Item 3.03 above of the reduction in the number of shares of the Company’s authorized and issued and outstanding
Common Stock is incorporated by reference herein.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant 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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Date:
March 5, 2019
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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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Title:
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Chief
Executive Officer and President
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