Management Change/Compensation - Form 8-K

Item 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

On April 26, 2024, Ms. Yu Jiaxin ("Ms. Yu") resigned as an independent director and the chairperson of the Compensation Committee, an audit Committee member and a nominating and corporate governance committee member of Addentax Group Corp. (the "Company"). Ms. Yu's resignation was effective immediately. There was no disagreement between Ms. Yu and the Company on any matter relating to the Company's operations, policies or practices, which resulted in their resignation.

On the same day, the Board of Directors (the "Board") of the Company appointed Mr. Li Weilin ("Mr. Li") as an independent director.

The Board has determined that Mr. Li 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. Li will serve as the chairperson of the Compensation Committee, an audit Committee member and a nominating and corporate governance committee member of the Company.

The biography for Mr. Liis set forth below:

Mr. Li Weilin, age 42, 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, the compensation committee member, the 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.

Mr. Li has entered into an independent director agreement with the Company, pursuant to which Mr. Li will receive annual cash compensation of $15,000.00 payable quarterly in advance on the first business day of each calendar quarter. The independent director agreement, which is filed herewith as Exhibit 10.1, should be reviewed in its entirety for additional information.

Mr. Li 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. Li, nor are there any arrangements or plans in which the Company will provide compensation, bonus, pension, retirement, or similar benefits to Mr. Li. There have been no transactions to which the Company was or is to be a party, in which Mr. Li had, or will have, a direct or indirect material interest.