Item 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On May 10, 2021, Ms. Cui Shan resigned as an independent director and the
chairperson of the Audit Committee of Addentax Group Corp.
On May 10, 2021, the Board of Directors (the "Board") of Addentax Group Corp.
(the "Company") appointed Mr. Alex P. Hamilton ("Mr. Hamilton") as an
independent director effective on the date of the Company's completion of its
public offering and the listing of its ordinary shares on a national securities
exchange, whichever is the later (the "Effective Date").
The Board has determined that Mr. Hamilton 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. Hamilton will serve as the chairman of the audit committee and the "audit
committee financial expert" as defined by in Item 407(d)(5) of Regulation S-K
promulgated under the Securities Exchange Act of 1934, as amended.
The biography for Mr. Hamilton is set forth below:
Mr. Alex P. Hamilton, age 47, has been the Chief Financial Officer of CBD
Biotech Inc. since November 2018, and has also served as Director of CBD Biotech
Inc. since April 2019. In April 2016, Mr. Hamilton founded Hamilton Laundry, and
has served as its chief executive officer since then. Mr. Hamilton also founded
Hamilton Strategy in November 2014, and has served as its chief executive
officer since. From November 2013 to November 2014, Mr. Hamilton was the
president of Kei Advisors. Mr. Hamilton was also the Co-Founder of Donald
Capital LLC, and has served as its president since May 2019. Mr. Hamilton has
been serving as an independent director and the chairman of the audit committee
of Wunong Net Technology Company Limited (Nasdaq: WNW) since December 2020. Mr.
Hamilton obtained his B.A. in Economics from Brandeis University in 1994.
Mr. Hamilton has entered into an independent director agreement with the
Company, pursuant to which Mr. Hamilton 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. Hamilton 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.
Hamilton, nor are there any arrangements or plans in which the Company will
provide compensation, bonus, pension, retirement, or similar benefits to Mr.
Hamilton. There have been no transactions to which the Company was or is to be a
party, in which Mr. Hamilton had, or will have, a direct or indirect material
interest.
Item 9.01. Exhibits
Exhibit Number Description
10.1 Independent Director Agreement with Mr. Alex P. Hamilton dated
May 10, 2021.
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