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 | 35-2521028 | |
| (Commission File Number) | (IRS Employer Identification No.) |
| Kingkey 100, Block A, Room 4805, Luohu District, | ||
| Shenzhen City, China 518000 | N/A | |
| (Address of principal executive offices) | (Zip Code) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | ATXG | OTC Markets |
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:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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
| Exhibit Number | Description | |
| 10.1 | Independent Director Agreement with Mr. Jiangping (Gary) Xiao dated May 12, 2021. |
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.
| Addentax Group Corp. | ||
| By: | /s/ Hong Zhida | |
| Name: | Hong Zhida | |
| Dated: May 13, 2021 | Title: | Chief Executive Officer |
Exhibit 10.1
ADDENTAX GROUP CORP.
Kingkey 100, Block A, Room 4805
Luohu District, Shenzhen City, China 518000
+(86) 755 8696 1405
May 12, 2021
Dear Mr. Jiangping (Gary) Xiao,
Following our recent discussions, I am pleased to confirm my invitation to you to join the board of directors (the “Board”) of Addentax Group Corp. (the “Company”) as an independent director with effect from May 12, 2021. In addition to your acceptance and acknowledgment of this appointment letter, please complete and return the attached Directors’ and Officers’ Questionnaire (the “D&O Questionnaire”).
In completing the D&O Questionnaire, you consent to serve as a director of the Company and you consent to the Company’s use of the information in the D&O Questionnaire in the Company’s filings with the Securities and Exchange Commission, the New York Stock Exchange, the NASDAQ Stock Market LLC, state governments and other regulatory authorities.
You agree to perform your responsibilities as an independent director and/or a member of the committees of the Board in good faith and in accordance with applicable law, the organizational documents of the Company and other policies and procedures applicable to such services. The Company’s Board will appoint you as an independent director effective the date of the Company’s completion of its initial public offering and the listing on its ordinary shares on a national securities exchange, whichever is the later (the “Effective Date”). The continuation of your appointment is contingent on re-election at forthcoming annual stockholders’ meetings.
You will not be employed by the Company and will be free to pursue your other interests. We ask that you to please disclose these interests to our corporate counsel, Loeb & Loeb LLP, so that the Company can identify any conflict of interest arising from our activities that may in the future intersect with yours. We expect that you will be considered to be an independent director and will be identified as such in any registration statement, annual report and/or other documentation. If circumstances change, and you believe that your independence may be in doubt, please discuss this with our corporate counsel. For the purpose of clarity, under the Nasdaq listing rules, an independent director is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company’s board of directors would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.
Confidentiality
In your role as independent director, you will have access to confidential information about the Company and its clients and you agree to apply the highest standards of confidentiality and, except in the proper performance of your services, not to use or disclose to any person confidential information during your appointment or thereafter. In addition, you agree to comply with those provisions of the Company’s Code of Ethics and other policies applicable to independent directors and all applicable laws and regulations relating to independent directors of a public company.
On termination of your appointment, you will deliver to the Company all books, documents, papers and other property of or relating to the business of the Company which are in your possession, custody or power by virtue of your position as an independent director of the Company.
Committees
In connection with your appointment, you and the Board have agreed that you will serve as a member of the Audit Committee, Compensation Committee and Governance and Nominating Committee and chairman of one of the aforementioned committees. Compensation associated with committee service is addressed in the Remuneration section of this appointment letter.
Remuneration
The Company’s independent director compensation program is described generally below. The Board or the applicable committee reserves the right to adjust the remuneration of directors from time to time.
In consideration of your services and in accordance with the Company’s compensation arrangements for independent directors, you will receive annual cash compensation of $15,000 payable quarterly in advance on the first business day of each calendar quarter. Your first cash compensation payment on the Effective Date will likely 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.
Further, in addition to cash compensation, you may be entitled to receive restricted ordinary shares and/or options to purchase to same on such terms and conditions as may be determined at a later date.
Expenses
The Company will reimburse you for reasonable and properly documented expenses incurred in performing your duties provided such expenses are pre-approved by the Company.
Non-Competition
You agree and undertake that you will not, so long as you are a member of the Board and for a period of 12 months following termination of this Agreement for whatever reason, directly or indirectly as owner, partner, stockholder, employee, broker, agent principal, corporate officer, director, licensor or in any other capacity whatsoever, engage in, become financially interested in, be employed by, or have any connection with any business or venture that is engaged in any activities involving services or products which compete, directly or indirectly, with the services or products provided or proposed to be provided by the Company or its subsidiaries or affiliates; provided however that you may own securities of any public corporation which is engaged in such business but in an amount not to exceed at any one time, one percent of any class of stock or securities of such company, so long as you have no active role in the publicly owned company as director, employee, consultant or otherwise.
We look forward to your participation on the Board of Addentax Group Corp.,
| Sincerely, | |
| Zhida Hong | |
| Chief Executive Officer |
I, Jiangping (Gary) Xiao, accept the offer as stated above.
| Signature: | |
| /s/ Jiangping (Gary) Xiao | |
| Date: May 12, 2021 |