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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