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.

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