On May 15, 2026, Addentax Group Corp., a Nevada corporation (the "Company"), entered into a Share Exchange Agreement (the "Share Exchange Agreement") with Yingxi Industrial Chain Investment Co., Ltd ("Yingxi"), a wholly owned subsidiary of the Company incorporated under the laws of Hong Kong, Riches Family Office Limited, a company incorporated under the laws of Hong Kong (the "Target"), Riches FO Holdings Limited ("Riches FO"), a company incorporated under the laws of Hong Kong and the sole shareholder of the Target, and Mr. Wu Rui, our Chief Operating Officer and the sole shareholder of Riches FO. Pursuant to the Share Exchange Agreement, Yingxi will acquire 41.67% of the issued and outstanding equity interests of the Target from Riches FO in exchange for the issuance by the Company of 33,500 shares of its common stock, par value $0.001 per share (the "Shares") to Mr. Wu Rui (the "Transaction").

 

The number of Shares to be issued in the Transaction was determined based on arm's-length negotiations among the parties, taking into account, among other things, a valuation report dated May 13, 2026 prepared by Valtech Valuation Advisory Limited, which assessed the fair market value of Riches Elite Technology (Shenzhen) Co., Ltd., the Target's wholly owned operating subsidiary and principal operating asset. The Transaction constitutes a related-party transaction. The audit committee and the board of directors of the Company approved the Transaction on May 15, 2026.

 

The Share Exchange Agreement contains customary representations, warranties and covenants of the parties, as well as closing conditions. The closing of the Transaction is subject to, among other things, the submission of a Listing of Additional Shares notification to Nasdaq and the satisfaction or waiver (to the extent permitted by applicable law) of customary closing conditions.

 

The foregoing description of the Share Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the Share Exchange Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.