Addentax Group Corp 8-K, filed Nov 4, 2026
Addentax Group Corp. (ATXG)
About this 8-K
Addentax Group Corp filed this 8-K on November 4, 2026.
Addentax Group Corp. agreed on November 3, 2026 to acquire 100% of Double Cash Finance from Chan Kai Sang through Yingxi, issuing 464,907 common shares par value $0.001 per share under Regulation S. AI summary
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.02: Unregistered sale of equity
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On November 3, 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, Double Cash Finance Limited, a company incorporated under the laws of Hong Kong (the “Target”) and the sole shareholder of the Target, Mr. Chan Kai Sang (the “Seller”). Pursuant to the Share Exchange Agreement, Yingxi will acquire 100% of the equity interests of the Target from the Seller in exchange for the issuance of 464,907 shares of common stock of the Company, par value $0.001 per share (the “Shares”) to the Seller (the “Transaction”). The number of Shares to be issued in the Transaction was determined based on arms’ length negotiations among the parties, taking into account, among other things, a valuation report dated October 13, 2026 prepared by Miles Valuation Advisory Limited, which assessed the fair market value of the Target. The Transaction was approved by the board of directors of the Company on November 2, 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 filing of a Nasdaq Listing of Additional Shares Notification form and the satisfaction or waiver (to the extent permitted by applicable law) of customary closing conditions.
The foregoing description 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.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Items 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Shares will be issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Regulation S promulgated thereunder. The Seller is not a “U.S. person” (as defined in Regulation S) and the issuance of the Shares will be made in an offshore transaction.
The Shares will bear restrictive legends as required under the Securities Act.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | ||
| 10.1 | Share Exchange Agreement dated November 3, 2026, by and among the Company, Yingxi Industrial Chain Investment Co., Ltd., Double Cash Finance Limited and Chan Kai Sang | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Addentax Group Corp. | ||
| Date: November 4, 2026 | By: | /s/ Hong Zhida |
| Hong Zhida | ||
| Chief Executive Officer | ||
Exhibit 10.1
SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of November 3, 2026, is made and entered into by and among:
| (1) | Addentax Group Corp., a Nevada corporation (the “Company”). |
| (2) | Yingxi Industrial Chain Investment Co., Ltd, a company incorporated under the laws of Hong Kong and a wholly-owned subsidiary of the Company (“Yingxi”). |
| (3) | Double Cash Finance Limited, a company incorporated under the laws of Hong Kong (“Double Cash Finance”); and |
| (4) | Mr. Chan Kai Sang, an individual whose address is Flat G7, Block E, Mount Pavilia, No. 663 Clear Water Bay Road, Hong Kong, as the sole shareholder of Double Cash Finance (the “Shareholder”). |
The Company, Yingxi, Double Cash Finance, and the Shareholder are collectively referred to herein as the “Parties”, and each a “Party”.
RECITALS
WHEREAS, as of the date hereof, the Company intends to issue an aggregate of 464,907 shares of common stock of the Company, par value $0.001 per share, to the Shareholder (the “Company Shares”).
WHEREAS, as of the date hereof, the Shareholder owns 19,010,000 shares of Double Cash Finance, with par value of HKD1.00 per share (the “Double Cash Finance Shares”), in aggregate, representing 100% of the issued and outstanding shares of capital stock of Double Cash Finance.
WHEREAS, the Shareholder intends to transfer all the Double Cash Finance Shares held by him to Yingxi in exchange for the Company Shares and for the consideration set forth hereof according to the terms and conditions described in this Agreement (“Share Swap”), after which Double Cash Finance will become a wholly-owned subsidiary of Yingxi.
NOW, THEREFORE, in consideration of the mutual promises, covenants, representations and warranties made herein and of the mutual benefits to be derived here from, the Parties hereto agree as follows:
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1. Exchange of Securities.
| 1.1 | Exchange of Shares. Subject to the terms and conditions hereof, the Shareholder shall transfer all the Double Cash Finance Shares to Yingxi, and as a consideration of which, the Company shall issue the Company Shares to the Shareholder. | |
| 1.2 | Closing. The transfer of the Double Cash Finance Shares and the issuance of Company Shares shall take place via the exchange of documents and signatures, at a time and place mutually agreed by the Parties (the “Closing”), which shall occur no earlier than fifteen (15) calendar days following the filing of a Listing of Additional Shares Notification Form with the Nasdaq Stock Market LLC and promptly after the satisfaction (or waiver, to the extent permitted by applicable law) of all conditions precedent. At the Closing: |
| a) | The Company will deliver to the Shareholder an updated register of holders of the total issued and outstanding shares of common stock of the Company reflecting the issuance of the Company Shares, free and clear of any Liens, to the Shareholder (or such other nominee of the Shareholder as he may direct); | |
| b) | The Shareholder will deliver to Yingxi an updated Double Cash Finance shareholder register (or similar document) reflecting both the transfer of Double Cash Finance Shares to Yingxi and Yingxi as the sole shareholder of the issued and outstanding shares of capital stock of Double Cash Finance. | |
| c) | Yingxi shall take all necessary steps and bear all the stamp duty and costs incurred in connection with the stamping of the Double Cash Finance Shares as required under Hong Kong law. |
2. Representations and Warranties of the Parties.
Each of the Parties represents and warrants to the others as follows:
2.1 Authorization. It has full power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Share Swap. Its execution, delivery and performance of this Agreement and the consummation of the Share Swap, have been duly authorized by all requisite action of such Party. It has duly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of it and is enforceable against it in accordance with the terms hereof.
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2.2 Consents. No Governmental Approvals or other Consents is required to be obtained by it in connection with the execution and delivery of this Agreement and the consummation of the Share Swap, subject to the payment of applicable stamp duty in Hong Kong.
2.3 Free of Liens. The Company Shares, when issued, sold and delivered in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and non-assessable, free and clear of any Liens. The Double Cash Finance Shares, when sold and delivered in accordance with the terms of this Agreement, are fully paid and non-assessable, free and clear of any Liens.
3. Definitions.
3.1 Terms Generally. The words “hereby,” “herein,” “hereof,” “hereunder” and words of similar import refer to this Agreement as a whole and not merely to the specific section, paragraph or clause in which such word appears. All references herein to Articles and Sections shall be deemed references to Articles and Sections of this Agreement unless the context shall otherwise require. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The definitions given for terms in this Section 3 and elsewhere in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Except as otherwise expressly provided herein, all references to “dollars” or “US$” shall be deemed references to the lawful money of the United States of America.
3.2 Certain Terms. Whenever used in this Agreement, the following terms shall have the respective meanings given to them below or in the Sections indicated below:
Agreement: as defined in the Preamble of this Agreement.
Company: as defined in the Preamble of this Agreement.
Company Shares: as defined in the first Recital of this Agreement.
Closing: as defined in Section 1 .2.
Consent: any consent, approval, authorization, waiver, permit, grant, franchise, concession, agreement, license, certificate, exemption, order, registration, declaration, filing, report or notice of, with or to any Person.
Contract: all loan agreements, indentures, letters of credit (including related letter of credit applications and reimbursement obligations), mortgages, security agreements, pledge agreements, deeds of trust, bonds, notes, guarantees, surety obligations, warranties, franchises, permits, powers of attorney, purchase orders, leases, and other agreements, contracts, instruments, obligations, offers, commitments, arrangements and understandings, written or oral.
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Governmental Approval: any Consent of, with or to any Governmental Authority.
Governmental Authority: any nation or government, any state or other political subdivision thereof; any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality of any nation or any political subdivision thereof; any court, tribunal or arbitrator; and any self- regulatory organization.
Double Cash Finance: as defined in the Preamble of this Agreement.
Double Cash Finance Shares: as defined in the second Recital of this Agreement.
Law: all applicable provisions of all (a) constitutions, treaties, statutes, laws, codes, rules, regulations, ordinances or orders of any Governmental Authority, (b) Governmental Approvals and (c) orders, decisions, injunctions, judgments, awards and decrees of or agreements with any Governmental Authority.
Lien: any mortgage, pledge, deed of trust, hypothecation, right of others, claim, security interest, encumbrance, burden, title defect, title retention agreement, lease, sublease, license, occupancy agreement, easement, covenant, condition, encroachment, voting trust agreement, interest, option, right of first offer, negotiation or refusal, proxy, lien, charge or other restrictions or limitations of any nature whatsoever, including but not limited to such Liens as may arise under any Contract.
Person: any natural person, firm, partnership, association, corporation, company, trust, business trust, Governmental Authority or other entity.
Shareholder: as defined in the Preamble of this Agreement.
Share Swap: as defined in the third Recital of this Agreement.
Yingxi: as defined in the Preamble of this Agreement.
4. Miscellaneous.
4.1 Notices. All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered personally, (b) sent by next-day or overnight mail or delivery or (c) sent by facsimile; or, in each case, at the address as may be specified in writing to the other Parties hereto.
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All such notices, requests, demands, waivers and other communications shall be deemed to have been received (i) if by personal delivery on the day after such delivery, (ii) if by next-day or overnight mail or delivery, on the day delivered or (iii) if by facsimile, on the next day following the day on which such facsimile was sent, provided that a copy is also sent by another method described herein.
4.2 Governing Law and Jurisdiction.
(a) THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.
(b) The Parties agree to submit to the exclusive jurisdiction of the courts of the State of New York or the Southern District of New York, as applicable.
4.3 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, successors and permitted assigns.
4.4 Assignment. This Agreement shall not be assignable or otherwise transferable by any Party hereto without the prior written consent of the other Parties hereto, and any purported assignment or other transfer without such consent shall be void and unenforceable. For the avoidance of doubt, the Parties agree that the Shareholder may at his discretion (i) nominate a wholly-owned subsidiary of Double Cash Finance to accept the allotment of the Company Shares or (ii) transfer the Company Shares to his affiliate.
4.5 No Third Party Beneficiaries. Nothing in this Agreement shall confer any rights upon any person or entity other than the Parties hereto and their respective heirs, successors and permitted assigns.
4.6 Amendment; Waivers, etc. No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of the amendment, modification, discharge or waiver is sought. Neither the waiver by any of the Parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the Parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder.
4.7 Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof.
4.8 Severability. If any provision, including any phrase, sentence, clause, section or subsection, of this Agreement is invalid, inoperative or unenforceable for any reason, such circumstances shall not have the effect of rendering such provision in question invalid, inoperative or unenforceable in any other case or circumstance, or of rendering any other provision herein contained invalid, inoperative, or unenforceable to any extent whatsoever.
4.9 Headings. The headings contained in this Agreement are for purposes of convenience only and shall not affect the meaning or interpretation of this Agreement.
4.10 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument.
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IN WITNESS WHEREOF, the Parties have duly executed this Share Exchange Agreement as of the date first above written.
| Addentax Group Corp. | ||
| By: | /s/ Hong Zhida | |
| Name: | Hong Zhida | |
| Title: | CEO | |
| Yingxi Industrial Chain Investment Co., Ltd | ||
| By: | /s/ Hong Zhida | |
| Name: | Hong Zhida | |
| Title: | Director | |
| Double Cash Finance Limited | ||
| By: | /s/ Chan Kai Sang | |
| Name: | Chan Kai Sang | |
| Title: | Director | |
| Mr. Chan Kai Sang | ||
| By: | /s/ Chan Kai Sang | |