ADDENTAX GROUP CORP
For the period ended Mar 10, 2025. Filed Mar 10, 2025.
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Mar 10, 2025 · Filed Mar 10, 2025
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**UNITED STATES
SECURITIES AND EXCHANGE COMMISSION****
**Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
**PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.)
| Filed by the Registrant | ☒ |
|---|---|
| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
ADDENTAX GROUP CORP.****
****(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
**Kingkey 100, Block A, Room 4805
Luohu District, Shenzhen City, China 518000
+(86) 755 86961 405
**Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Stockholders to Be Held on March 31, 2025
The Notice of Annual Meeting, Proxy Statement
and Annual Report on Form 10-K are available at:
https://www.virtualmeetingportal.com/addentax/FY2024
**NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 31, 2025
To the Stockholders of Addentax Group Corp.:
NOTICE IS HEREBY GIVEN that an Annual Meeting of Stockholders (“Annual Meeting”) of Addentax Group Corp., a Nevada corporation (the “Company”), will be held virtually on March 31, 2025 at 9:00 A.M. (Eastern Time). The Annual Meeting is being held for the following purposes:
| 1. | To elect five (5) members of the Company’s board of directors (the “Board”), each to serve until the next annual meeting of the Company’s stockholders and until each of their respective successors are elected and qualified or until each of their earlier resignation or removal (“Proposal No. 1”); |
| 2. | To consider and vote on a proposal to ratify the Board’s selection of Pan-China Singapore PAC as the Company’s independent registered public accountants for the fiscal year ending March 31, 2025 (“Proposal No. 2”); |
| 3. | To consider and act upon a non-binding advisory resolution on the compensation of the Company’s named executive officers (“Proposal No. 3”); |
| 4. | To consider and act upon a non-binding advisory resolution on the frequency of the stockholders’ advisory resolution on the compensation of the Company’s named executive officers (“Proposal No. 4”); and |
| 5. | To consider and act upon such other business as may properly come before the Annual Meeting or any adjournment thereof. |
The foregoing items of business are more fully described in the Proxy Statement that is attached and made a part of this Notice. Only stockholders of record of shares of common stock, par value $0.001 per share (the “Common Stock”) at the close of business on March 5, 2025 (the “Record Date”) will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof.
Our Board of Directors recommends that you vote “FOR” each of the proposals.
All stockholders who are record or beneficial owners of shares of Common Stock on the Record Date are cordially invited to attend the Annual Meeting in person. Your vote is important regardless of the number of shares of Common Stock that you own. Only record or beneficial owners of the Common Stock as of the Record Date may attend the Annual Meeting in person. When you arrive at the Annual Meeting, you must present photo identification, such as a driver’s license. Beneficial owners also must provide evidence of stockholdings as of the Record Date, such as a recent brokerage account or bank statement.
Whether or not you expect to attend the Annual Meeting, please complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope in order to ensure representation of your shares of Common Stock. It will help in our preparations for the Annual Meeting if you would check the box on the form of proxy if you plan on attending the Annual Meeting. Your proxy is revocable in accordance with the procedures set forth in the Proxy Statement. Please be advised that if you are not a record or beneficial owner of shares of Common Stock on the Record Date, you are not entitled to vote and any proxies received from persons who are not record or beneficial owners of shares of Common Stock on the Record Date will be disregarded.
| By Order of the Board of Directors, | |
| March 10, 2025 | /s/ Hong Zhida |
|---|---|
| Hong Zhida | |
| Chairman of the Board, Chief Executive Officer, President, Secretary, and Director |
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE PROMPTLY COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING ENVELOPE. NO POSTAGE NEED BE AFFIXED IF THE PROXY CARD IS MAILED IN THE UNITED STATES.
TABLE OF CONTENTS
| Page | |
|---|---|
| PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS | 1 |
| Information Concerning the Proxy Materials and the Annual Meeting | 1 |
| Voting Procedures and Vote Required | 2 |
| Delivery of Documents to Stockholders Sharing an Address | 3 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 4 |
| ELECTION OF DIRECTORS (Proposal No. 1) | 5 |
| CORPORATE GOVERNANCE | 7 |
| Board of Directors | 7 |
| Director Independence | 7 |
| Board Meetings and Attendance | 7 |
| Annual Meeting Attendance | 7 |
| Stockholder Communications with the Board | 7 |
| Board Committees | 8 |
| Family Relationships | 10 |
| Involvement in Certain Legal Proceedings | 10 |
| Leadership Structure of the Board | 11 |
| Risk Oversight | 11 |
| DIRECTOR COMPENSATION | 12 |
| INFORMATION ABOUT OUR EXECUTIVE OFFICERS | 13 |
| EXECUTIVE OFFICER COMPENSATION | 14 |
| Summary Compensation Table for Fiscal Years 2024 and 2023 | 14 |
| Employment Agreements | 15 |
| Pay vs. Performance | 15 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 16 |
| AUDIT COMMITTEE REPORT | 17 |
| RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS (Proposal No. 2) | 18 |
| Fees Paid to Independent Registered Public Accounting Firm | 18 |
| Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accountant | 18 |
| Vote Required and Recommendation | 18 |
| NON-BINDING ADVISORY RESOLUTION ON COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS (Proposal No. 3) | 19 |
| Summary | 19 |
| Vote Required and Recommendation | 19 |
| NON-BINDING ADVISORY RESOLUTION ON THE FREQUENCY OF THE STOCKHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION (Proposal No.4) | 20 |
| Summary | 20 |
| Vote Required and Recommendation | 20 |
| FUTURE STOCKHOLDER PROPOSALS | 21 |
| EXPENSES AND SOLICITATION | 21 |
| OTHER BUSINESS | 21 |
| INCORPORATION OF DOCUMENTS BY REFERENCE | 22 |
| PROXY CARD | |
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