Form 8-K

8-K — ADDENTAX GROUP CORP.

Accession: 0001493152-26-035651

Filed: 2026-07-31

Period: 2026-07-30

CIK: 0001650101

SIC: 7330 (SERVICES-MAILING, REPRODUCTION, COMMERCIAL ART & PHOTOGRAPHY)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): July 30, 2026

Addentax

Group Corp.

(Exact

name of registrant as specified in its charter)

Nevada

001-41478

35-2521028

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

Kingkey

100, Block A, Room

4805,

Luohu

District, Shenzhen

City, China

518000

(Address

of principal executive offices)

(Zip

Code)

+(86) 755

86961 405

(Registrant’s

telephone number, including area code)

N/A

(Former

Name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instructions A.2. below):

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, par value $0.001 per share

ATXG

Nasdaq

Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry into a Material Definitive Agreement.

July 30, 2026, Addentax Group Corp. (the “Company”) entered into separate private placement agreements (collectively, the

“Private Placement Agreements”) with Mr. Hong Zhihao, Mr. Hong Zhiwang and Mr. Yip Wai Lun (collectively, the “Investors”),

pursuant to which the Company agreed to issue and sell an aggregate of 677,084 shares of its common stock, including (i) 250,000 shares

to Mr. Hong Zhihao, (ii) 218,750 shares to Mr. Hong Zhiwang, and (iii) 208,334 shares to Mr. Yip Wai Lun, at a purchase price of $4.80

per share, for aggregate gross proceeds of approximately $3.25 million (the “Private Placement”). The Company intends to

use the net proceeds from the Private Placement for general corporate purposes, including working capital and potential strategic investments.

Mr.

Hong Zhihao is the brother of Mr. Hong Zhida, the Company’s Chief Executive Officer and Chairman of the Board of Directors of the

Company (the “Board”). Mr. Hong Zhiwang is a director of the Company and the brother of Mr. Hong Zhida. The subscriptions

by Mr. Hong Zhihao and Mr. Hong Zhiwang were reviewed and approved by the Audit Committee of the Board as related party transactions

on July 29, 2026. On the same day, the Board approved the Private Placement, including such related party subscriptions.

The

Private Placement Agreements contain customary representations, warranties and covenants of the Company and the Investors. The closing

of the Private Placement is subject to the satisfaction or waiver of customary closing conditions set forth in the Private Placement

Agreements.

The

shares of common stock to be issued pursuant to the Private Placement Agreements are expected to 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 shares have not been registered under the Securities Act and may not be offered or sold in the United States

absent registration or an applicable exemption from the registration requirements of the Securities Act.

The

foregoing description of the Private Placement Agreements does not purport to be complete and is qualified in its entirety by reference

to the form of the Private Placement Agreement, a copy of which is 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 Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The shares of

common stock to be issued pursuant to the Private Placement Agreements are expected to be issued in reliance upon the exemption from

the registration requirements of the Securities Act provided by Regulation S promulgated thereunder. Each Investor has represented that

he is not a “U.S. person” (as defined in Regulation S), and the issuance of the shares is expected to occur in an offshore

transaction in accordance with Regulation S.

The

shares, when issued, will bear customary restrictive legends under the Securities Act.

Item

9.01 Financial Statements and Exhibits.

Exhibit

No.

10.1

Form of Private Placement Agreement

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: July 31, 2026

By:

/s/ Hong

Zhida

Hong Zhida

Chief Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit 10.1

PRIVATE

PLACEMENT AGREEMENT

THIS

PRIVATE PLACEMENT AGREEMENT (this “Agreement”), dated as of July 30, 2026, is made by and between Addentax Group Corp.,

a Nevada corporation (the “Company”) and the investor set forth on Schedule A (the “Investor”).

WHEREAS,

the Company desires to issue and sell to the Investor, and the Investor desires to purchase from the Company, the amount of shares set

forth opposite the Investor’s name on Schedule A hereto (the “Investor Shares”) of the Company’s

common stock, par value $0.001 per share (the “Common Stock”), in a private placement transaction on the terms set

forth herein (the “Offering”).

NOW,

THEREFORE, in consideration of the mutual promises, agreements, representations, warranties and covenants contained herein, each of the

parties hereto hereby agrees as follows:

Purchase and Sale of the Investor Shares.

(a)

Subject to the terms and conditions of this Agreement, the Company will issue and sell to the Investor, and the Investor will purchase

from the Company, the number of shares of Common Stock set forth in Schedule A opposite such the Investor’s name, at a price

of $4.80 per Investor Share (the “Purchase Price”).

(b)

The Investor shall have the right to arrange for one or more of its Affiliates (each, an “Affiliated Purchaser”) to

purchase any Shares issuable to the Investor pursuant to this Agreement, by written notice to the Company at least two (2) Business Days

prior to the Closing Date (defined below), which notice shall be signed by the Investor and each Affiliated Purchaser, and shall contain

a confirmation by the Affiliated Purchaser of the accuracy with respect to it of the representations set forth in Section 3. In

no event will any such arrangement relieve such Investor from its obligations under this Agreement. The term “Affiliate”

shall have the meaning ascribed to such term in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), in effect on the date hereof. “Business Day” means each Monday, Tuesday, Wednesday, Thursday and

Friday that is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order

to close.

(c)

The closing of the purchase of the Investor Shares to be purchased by the Investor hereunder (the “Closing”) will

occur at 12:00 p.m., New York City time, as soon as practicable following the date on which all conditions to the Closing identified

in Section 6 below have been satisfied or waived (other than such conditions that by their nature cannot be satisfied until the

Closing, but subject to the satisfaction or waiver of such conditions), or on such other date as is mutually agreed upon by the Company

and the Investor (the date of the Closing, the “Closing Date”).

(d)

Delivery to the Investor of the Investor Shares acquired by such Investor pursuant to this Agreement will be made by the Company to the

account of such Investor (or to such other accounts, including the account of an Affiliated Purchaser, as such Investor may designate

in accordance with this Agreement), against payment of the Purchase Price made by wire transfer in immediately available United States

funds payable to the Company pursuant to the wire transfer instructions to be provided by the Company to the Investor in writing. At

the Closing, the Investor Shares shall be issued and held in book-entry form with the Company’s transfer agent and registered in

the name of the Investor, and within one (1) Business Day after the Closing Date, the transfer agent shall issue a Direct Registration

System (DRS) statement evidencing that the shares of Common Stock have been issued and are held in book-entry form. The documents to

be delivered on the Closing Date by or on behalf of the parties hereto will be delivered at the offices of Addentax Group Corp., on the

Closing Date.

(e)

All Investor Shares will be delivered with any and all issue, stamp, transfer, sales and use, or similar taxes or duties payable in connection

with such delivery duly paid by the Company.

Representations and Warranties of the Company. The Company represents and warrants to, and agrees with the Investor, as set forth

below. Except for representations, warranties and agreements that are expressly limited as to their date, each representation, warranty

and agreement is made as of the date hereof and as of the Closing Date (in the case of representations and warranties set forth in Section

2(d), subject to Rep Modifications (as defined below)) after giving effect to the transactions contemplated hereby:

(a)

Organization and Qualification. The Company and each of its Subsidiaries (defined below) has been duly organized and is validly

existing in good standing under the laws of its respective jurisdiction of incorporation, with the requisite power and authority to own

its properties and conduct its business as currently conducted. Each of the Company and its Subsidiaries has been duly qualified as a

foreign corporation or organization for the transaction of business and is in good standing under the laws of each other jurisdiction

in which it owns or leases properties or conducts any business so as to require such qualification, except to the extent that the failure

to be so qualified or be in good standing has not had and would not reasonably be expected to have, individually or in the aggregate,

a Material Adverse Effect. For the purpose of this Agreement, “Material Adverse Effect” means (i) any material adverse

effect on the business, condition (financial or otherwise) or results of operations of the Company or its Subsidiaries, taken as a whole,

or (ii) any material adverse effect on the ability of the Company, subject to the approvals and other authorizations set forth in Section

2(h), to consummate the transactions contemplated by this Agreement; provided, however, that “Material Adverse

Effect” shall not include the impact on such business, condition (financial or otherwise), results of operations or ability

to consummate the transactions contemplated by this Agreement arising out of or attributable to, either alone or in combination with

any other change, effect, circumstance, occurrence, event, condition or fact (“Effects”) (i) Effects that generally

affect the industry in which the Company and its Subsidiaries operate, (ii) general economic conditions, (iii) Effects resulting from

changes affecting financial, banking, securities or commodities markets (including in each of clauses (i), (ii) and (iii) above, any

Effects resulting from an outbreak or escalation of hostilities, acts of war or terrorism, political instability or other national or

international calamity, crisis or emergency, or any governmental or other response to any of the foregoing, in each case whether or not

involving the United States), (iv) Effects arising from changes in laws, rules, regulations or accounting principles, (v) Effects resulting

from the announcement of the transactions contemplated hereby or from taking any action required by the terms and conditions of this

Agreement or any of the other agreements or transactions contemplated hereby, (vi) the historical seasonality of the business of the

Company or any Subsidiary or the failure to meet any projections or forecasts or (vii) any change in the price or trading volume of the

Company’s outstanding securities (it being understood that the facts or occurrences giving rise to or contributing to such change

in stock price or trading volume may be deemed to constitute, or be taken into account in determining whether there has been, or will

be, a Material Adverse Effect) or (viii) effects of COVID-19, epidemics, pandemics, disease outbreaks or compliance with any quarantine,

closure, safety or other law, guideline or recommendation; except if such Effect results from, or is attributable to, any of the matters

described in clauses (i), (ii), (iii), (iv) or (vi) above and disproportionately affects the Company and its Subsidiaries, taken as a

whole, relative to other businesses in the industry in which the Company and its Subsidiaries operate (but taking into account for purposes

of determining whether a Material Adverse Effect has occurred only the disproportionate portion of such adverse effect). For the purposes

of this Agreement, a “Subsidiary” of any person means, with respect to such person, any corporation, partnership,

joint venture or other legal entity of which such person (either alone or through or together with any other subsidiary), owns, directly

or indirectly, more than 50% of the stock or other equity interests, has the power to elect a majority of the board of directors or similar

governing body, or has the power to direct the business and policies.

(b)

Corporate Power and Authority. The Company has the requisite corporate power and authority to enter into, execute and deliver

this Agreement (the “Transaction Agreement”), and to perform its obligations hereunder and thereunder and consummate

the transactions contemplated hereby and thereby, including the issuance of the Investor Shares. The Company has taken all necessary

corporate action required for the due authorization, execution, delivery and performance by it of this Agreement, including the issuance

of the Investor Shares.

(c)

Execution and Delivery; Enforceability. Each Transaction Agreement has been, or prior to its execution and delivery at the Closing

will be, duly and validly executed and delivered by the Company, and each such document constitutes, or will constitute, the valid and

binding obligation of the Company, enforceable against the Company in accordance with its terms subject to (i) bankruptcy, insolvency,

moratorium and other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, and (ii) general

principles of equity (regardless of whether considered in a proceeding at law or in equity).

(d)

Real Property. Except as disclosed to the Investors in writing or as disclosed in the Company SEC Documents prior to the date

hereof, each of the Company and its Subsidiaries holds good title to all real property, leases in real property, facilities or other

interests in real property owned or held by the Company or any of its Subsidiaries (the “Real Property”) owned by the Company

or any of its Subsidiaries (as applicable) (and with respect to any Real Property in the People’s Republic of China, as permitted

under the laws thereof). The Real Property is free and clear of all Liens and is not subject to any rights of way, building use restrictions,

exceptions, variances, reservations, or limitations of any nature except for (a) Liens for current taxes not yet due and (b) zoning laws

and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. Any Real Property

held under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such

exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company

or any of its Subsidiaries.

(e)

Authorized and Issued Capital Stock. The authorized capital stock of the Company and the number of shares issued and outstanding

as of the applicable date are as set forth in the Company SEC Documents. All issued and outstanding shares of the Company’s capital

stock have been duly authorized and validly issued and are fully paid and non-assessable.

(f)

Issuance. The Investor Shares to be issued and sold by the Company to the Investor or any Affiliated Purchasers hereunder, when

such Investor Shares are issued and delivered against payment therefor in accordance with the terms hereof, will be duly and validly

authorized, fully paid and non-assessable, free and clear of all taxes, liens, preemptive rights, rights of first refusal, subscription

and similar rights.

(g)

No Conflict. The execution and delivery by the Company of the Transaction Agreement and compliance by the Company with all of

the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein (including issuance and sale

of Investor Shares to the Investor) (i) will not, in any material respect, conflict with, or result in a breach or violation of, any

of the terms or provisions of, or constitute a default under (with or without notice or lapse of time, or both), or result in the acceleration

of, or the creation of any lien under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument

to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any

of the property or assets of the Company or any of its Subsidiaries is subject, (ii) will not result in any violation of the provisions

of the certificate of incorporation or by-laws or comparable organizational documents of the Company or any of its Subsidiaries, and

(iii) subject to the receipt of the consents and approvals contemplated in Section 2(h), will not result in any violation of,

or any termination or impairment of any rights under, any law, rule or regulation, any license, authorization, injunction, judgment,

order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries

or any of their properties, in each case, that is material to the operations of the Company and its Subsidiaries.

(h)

Consents and Approvals.

PRC Approval. The Company shall have make the necessary filing with and obtain the consent of the relevant PRC governmental agency

or body, as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or,

if such filing is delayed by a court or regulatory agency, in no event later than 90 calendar days after the Closing), for the execution

and delivery by the Company of the Transaction Agreement, the performance by the Company of its obligations hereunder and thereunder

and the consummation of the transactions contemplated hereby and thereby, including the sale, issuance and delivery of the Investor Shares

to the Investor hereunder.

ii.

Save except for this section 2(h)(i), no consent, approval, authorization, order, registration, notice, filing, recording or qualification

of or with any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their properties

is required for the execution and delivery by the Company of the Transaction Agreement, the performance by the Company of its obligations

hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, including the sale, issuance and delivery

of the Investor Shares to the Investor hereunder, except such consents, approvals, authorizations, registrations or qualifications as

may be required by the Nasdaq Stock Market LLC exchange or, if applicable, the filing of a Form D (Notice of Exempt Offering of Securities)

in connection with the sale and issuance of the Investor Shares.

(i)

Company SEC Documents. Since January 1, 2026, the Company has filed or submitted all required reports, schedules, forms, statements

and other documents (including exhibits and all other information incorporated therein) (“Company SEC Documents”)

with the Securities and Exchange Commission (the “Commission”). As of their respective dates, each of the Company

SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities

Act”) and the Exchange Act and the rules and regulations of the Commission promulgated thereunder applicable to such Company

SEC Documents. The Company has filed with the Commission all “material contracts” (as such term is defined in Item 601(b)(10)

of Regulation S-K under the Exchange Act) that are required to be filed as exhibits to the Company SEC Documents and there are no contracts

or other documents that are required under the Exchange Act to be described in the Company SEC Documents that are not so described. No

Company SEC Document filed after January 1, 2024, when filed, or, in the case of any Company SEC Document amended or superseded prior

to the date of this Agreement, then on the date of such amending or superseding filing, contained any untrue statement of a material

fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances

under which they were made, not misleading. Any Company SEC Documents filed with the Commission prior to the Closing Date, when filed,

will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary

to make the statements therein, in light of the circumstances under which they are made, not misleading.

(j)

Financial Statements. The financial statements and the related notes of the Company and its consolidated Subsidiaries included

or incorporated by reference in the Company SEC Documents, comply or will comply, as the case may be, in all material respects with the

applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects the financial

position, results of operations and cash flows of the Company and its Subsidiaries as of the dates indicated and for the periods specified,

subject, in the case of the unaudited financial statements, to absence of disclosure normally made in footnotes and to customary year-end

adjustments which shall not be material; such financial statements have been prepared in conformity with U.S. generally accepted accounting

principles (“GAAP”) applied on a consistent basis throughout the periods covered thereby, and the supporting schedules

included or incorporated by reference in the Company SEC Documents, present fairly the information required to be stated therein in all

material respects; and the other financial information included or incorporated by reference in the Company SEC Documents, has been or

will be derived from the accounting records of the Company and its Subsidiaries and presents fairly or will present fairly the information

shown thereby in all material respects.

(k)

[Intentionally Omitted].

(l)

Absence of Certain Changes. Since January 1, 2026, other than as disclosed in the Company SEC Documents prior to the date hereof,

and except for actions to be taken pursuant to the Transaction Agreement:

(i)

there has not been any change in the capital stock from that set forth in Section 2(e) or in long-term debt of the Company or

any of its Subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on

any class of capital stock;

(ii)

the Company has not incurred any material liability other than in the ordinary course of business; and

(iii)

no event, fact or circumstance has occurred which has had or would reasonably be expected to have, individually or in the aggregate,

a Material Adverse Effect.

(m)

No Violation or Default; Compliance with Laws. Neither the Company nor any of its Subsidiaries is in violation of its charter

or by-laws or similar organizational documents. Except as disclosed in the Company SEC Documents filed prior to the date hereof, neither

the Company nor any of its Subsidiaries is in material default, and no event has occurred that, with notice or lapse of time or both,

would constitute such a material default, in the due performance or observance of any material term, covenant or condition contained

in any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its

Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the

Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is, or has been at any time since January

1, 2026, in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or

regulatory authority that is material to the operations of the Company and its Subsidiaries.

(n)

Legal Proceedings. Except as described in the Company SEC Documents filed prior to the date hereof, there are no (i) actions,

suits or proceedings (“Actions”) pending against the Company or any of its Subsidiaries, or (ii) pending or threatened

investigations or audits by any governmental or regulatory authority, in each case that are that required under the Exchange Act to be

described in the Company SEC Documents or that if determined adversely to the Company or any of its Subsidiaries, would be material to

the operations of the Company and its Subsidiaries taken together as a whole. Except as described in the Company SEC Documents filed

prior to the date hereof, there are no outstanding orders, writs, injunctions, decrees, stipulations, determinations or awards entered

by or with any governmental entity or addressed to or naming as a party the Company or any of its Subsidiaries, and there are no unsatisfied

judgments, penalties or awards against, relating to or affecting the Company or any of its Subsidiaries.

(o)

Employee Benefit Matters.

(i)

The Company has made available to the Investor, to the extent applicable, a true, correct and complete copy of each material welfare,

benefit, retirement, employment, compensation, incentive, stock option, restricted stock, stock appreciation right, phantom equity, deferred

compensation, change in control, severance, vacation, paid time off, fringe-benefit and other similar agreement, plan, policy, program

and other arrangement (and any amendments thereto), whether or not reduced to writing, in effect and covering one or more directors,

officers or employees, former directors, officers or employees and/or the beneficiaries or dependents of any such director, officer or

employee or former director, officer or employee of the Company or any of its Subsidiaries, that is maintained, sponsored, contributed

to, or required to be contributed to by the Company or any of its Subsidiaries, or under which the Company or any of its Subsidiaries

has or may have any liability for premiums or benefits (each, a “Benefit Plan”).

(ii)

Except as disclosed to the Investor prior to the date hereof or specifically disclosed in the Company SEC Documents filed prior to the

date hereof, no Benefit Plan provides benefits or coverage in the nature of health, life or disability insurance following retirement

or other termination of employment or service with the Company, as a director, officer or employee of the Company.

(iii)

Except as disclosed to the Investor prior to the date hereof or specifically disclosed in the Company SEC Documents filed prior to the

date hereof, there have not been, nor are there presently, any benefits or other amounts paid or payable to any current or former director

of the Company or any affiliate thereof.

(iv)

There is no pending or threatened Action relating to a Benefit Plan, and no Benefit Plan has within the three (3) years prior to the

date hereof been the subject of an examination or audit by a governmental entity or is the subject of an application or filing under,

or is a participant in, an amnesty, voluntary compliance, self-correction or similar program sponsored by any governmental entity.

(p)

No Broker’s Fees. Neither the Company nor any of its Subsidiaries is a party to any contract, agreement or understanding

with any person (other than this Agreement) that would give rise to any brokerage commission, finder’s fee or like payment in connection

with the sale of the Investor Shares.

(q)

No Registration Rights. No person has the right to require the Company or any of its Subsidiaries to register any securities for

sale under the Securities Act.

(r)

Charter; Take-Over Statutes. The Board of Directors has each taken (or shall have taken by the Closing) all necessary action to

waive and/or approve the Transaction Agreement and the consummation of the transactions contemplated hereby and thereby and for purposes

of the Company’s certificate of incorporation. No “fair price,” “moratorium,” “control share acquisition,”

“business combination” or other similar anti-takeover statute or regulation (a “Takeover Statute”) is

applicable to the Company, the Common Stock and the sale and issuance of the Investor Shares or the other transactions contemplated by

the Transaction Agreement.

(s)

Transactions with Affiliates. Except as disclosed to the Investor in writing prior to the date hereof or specifically disclosed

in the Company SEC Documents, (i) there are no contracts, agreements, arrangements, understandings (in each case whether written or oral),

liabilities or obligations between the Company or any of its Subsidiaries, on the one hand, and any current or former officer or director

of the Company or any of its Subsidiaries (or any of their respective affiliates or immediate family members), on the other hand, (ii)

neither the Company nor any of its Subsidiaries provides or causes to be provided any assets, services or facilities to any person described

in clause (i) of this Section 2(s), (iii) no person described in clause (i) of this Section 2(s) provides or causes to

be provided any assets, services or facilities to the Company or any of its Subsidiaries, or derives any benefit from any assets, services

or facilities of the Company or any of its Subsidiaries (other than as explicitly contemplated by the terms of such person’s employment

by the Company or any of its Subsidiaries).

(t)

No Material Misstatements. No representation or warranty made by the Company in this Agreement or any other Transaction Agreement

contains an untrue statement of a material fact or omits to state a material fact required to be stated herein or therein or necessary

to make the statements contained herein or therein not misleading.

(u)

No Solicitation. Neither the Company nor any agent acting on its behalf has solicited or will solicit any offers to sell or has

offered to sell or will offer to sell all or any part of the Investor Shares to any Person or Persons so as to bring the sale of such

Investor Shares to the Investor within the registration provisions of the Securities Act or any state securities laws. The term “Person”

(but not “person”) means any individual, firm, corporation, partnership, limited liability company, trust or other entity,

and shall include any successor (by merger or otherwise) of such entity.

Representations and Warranties of the Investor. The Investor represents and warrants to, and agrees with the Company, as set forth

below. Except for representations, warranties and agreements that are expressly limited as to their date, each representation, warranty

and agreement is made as of the date hereof and as of the Closing Date after giving effect to the transactions contemplated hereby:

(a)

Authority. The Investor has the requisite power and authority to enter into, execute and deliver each Transaction Agreement to

which he/she/it will be a party as contemplated by this Agreement and to perform his/her/its obligations hereunder and thereunder and

consummate the transactions contemplated hereby and thereby, including the purchase by the Investor of the Investor Shares. The Investor

has taken all necessary action required for the due authorization, execution, delivery and performance by it of this Agreement, including

the purchase of the Investor Shares by the Investor.

(b)

Execution and Delivery; Enforceability. The Transaction Agreement to which the Investor is a party as contemplated by this Agreement

has been, or prior to its execution and delivery at the Closing will be, duly and validly executed and delivered by the Investor, and

each such document constitutes, or will constitute, the valid and binding obligation of the Investor, enforceable against the Investor

in accordance with its terms subject to

(i)

bankruptcy, insolvency, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors’ rights

generally, and (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity).

(c)

No Registration. The Investor understands that the Investor Shares have not been registered under the Securities Act by reason

of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things,

the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise

made pursuant hereto.

(d)

Investment Intent. The Investor is acquiring the Investor Shares for investment for his/her/its own account, not as a nominee

or agent, and not with the view to, or for resale in connection with, any distribution thereof not in compliance with applicable securities

laws, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same, except

in compliance with applicable securities laws.

(e)

Securities Laws Compliance. The Investor Shares will not be offered for sale, sold or otherwise transferred by the Investor except

pursuant to a registration statement or in a transaction exempt from, or not subject to, registration under the Securities Act and any

applicable state securities laws.

(f)

Sophistication. The Investor has such knowledge and experience in financial and business matters that it is capable of evaluating

the merits and risks of its investment in the Investor Shares being acquired hereunder. The Investor is a “qualified institutional

buyer” within the meaning of Rule 144A under the Securities Act or an “accredited investor” within the meaning of Rule

501 of Regulation D under the Securities Act. The Investor understands and is able to bear any economic risks associated with such investment

(including, without limitation, the necessity of holding the Investor Shares for an indefinite period of time). Without derogating from

or limiting the representations and warranties of the Company, the Investor acknowledges that it has been afforded the opportunity to

ask questions and receive answers concerning the Company and to obtain additional information that it has requested to verify the information

contained herein.

(g)

Legended Securities. The Investor understands and acknowledges that upon the original issuance thereof, and until such time as

the same is no longer required under any applicable requirements of the Securities Act or applicable state securities laws, the Investor

Shares shall bear the following legend (the “Securities Act Legend”):

“THE

SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES

ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE

OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY PURSUANT TO (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (2) AN EXEMPTION

FROM REGISTRATION UNDER THE SECURITIES ACT.”

The

foregoing Securities Act Legend shall be promptly removed from Investor Shares and the Company shall issue, or cause to be issued, to

the Investor such Investor Shares without such legend or any other legend, or, if so requested by the Investor, by electronic delivery

at the applicable balance account at the Depository Trust Company (“DTC”), if one of the following conditions is met:

(a) such Investor Shares are eligible for resale pursuant to Rule 144 of the Securities Act without regard to any volume limitations;

(b) in connection with a sale, assignment or other transfer of such Investor Shares, the Investor provides the Company with an opinion

of counsel, in a generally acceptable form to the Company and its transfer agent, to the effect that such sale, assignment or transfer

of such Investor Shares may be made without registration under the applicable requirements of the Securities Act and that the legend

can be removed from the Investor Shares; or (c) the Investor Shares are registered and sold pursuant to an effective registration statement

for resale under the Securities Act.

Any

fees (with respect to the transfer agent or otherwise) associated with the removal of such legend shall be borne by the Company. At such

time as a Securities Act Legend is no longer required for any Investor Shares, the Company will use its commercially reasonable efforts

to no later than three (3) trading days following the delivery by the Investor to the Company or its transfer agent (with notice to the

Company) of legended Investor Shares (endorsed or with stock powers attached and otherwise in form necessary to effect the reissuance

and/or transfer), deliver or cause to be delivered to the Investor such Investor Shares free from all restrictive and other legends.

The Company may not make any notation on its records or give instructions to the transfer agent that enlarge the restrictions on transfer

set forth in this Section 3(g). Investor Shares subject to legend removal hereunder may be transmitted by the transfer agent to

such Investor by crediting the account of such Investor’s prime broker with DTC as directed by such Investor.

(h)

No Conflict. The execution and delivery by the Investor of the Transaction Agreement to which it is a party and the compliance

by the Investor with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein

(including the purchase of the Investor Shares by the Investor) (i) will not conflict with, or result in a breach or violation of, any

of the terms or provisions of, or constitute a default under (with or without notice or lapse of time, or both), or result, in the acceleration

of, or the creation of any lien under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument

to which the Investor is a party or by which the Investor is bound or to which any of the property or assets of the Investor is subject,

(ii) will not result in any violation of the provisions of the certificate of incorporation or bylaws or comparable organizational documents

of the Investor and (iii) will not result in any material violation of, or any termination or material impairment of any rights under,

any law, rule or regulation, any license, authorization, injunction, judgment, order, decree, rule or regulation of any court or governmental

agency or body having jurisdiction over the Investor or any of its properties, except in any such case described in subclause (i) for

any conflict, breach, violation, default, acceleration or lien which has not and would not reasonably be expected, individually or in

the aggregate, to prohibit, materially delay or materially and adversely impact the Investor’s performance of its obligations under

this Agreement.

(i)

Consents and Approvals. No consent, approval, authorization, order, registration, notice, filing, recording or qualification of

or with any court or governmental agency or body having jurisdiction over the Investor or any of its or his properties is required for

the execution and delivery by the Investor of the Transaction Agreement to which it is a party, performance by the Investor of its obligations

hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, except for any consent, approval,

authorization, order, registration or qualification which, if not made or obtained, has not and would not reasonably be expected, individually

or in the aggregate, to prohibit, materially delay or materially and adversely impact the Investor’s performance of its or his

obligations under this Agreement.

(j)

Information Furnished. Information relating to the Investor furnished to the Company in writing by the Investor expressly for

use in the Shelf Registration Statement, if any, will not contain an untrue statement of a material fact or omit to state a material

fact required to be stated therein or necessary to make the statements therein not misleading.

Covenants of the Company. Without derogating from the obligations of the Company set forth elsewhere in this Agreement, the Company

agrees with the Investor as set forth below.

(a)

Company Expenses. The Company will pay all of its expenses associated with the issuance of the Investor Shares, preparation, negotiation

and execution of all Transaction Agreement and the transactions contemplated hereby and thereby, including, without limitation, filing

fees, fees and expenses of its counsel and accounting fees and expenses, listing expenses, and with clearing the Investor Shares offered

thereby for sale under applicable state securities laws.

(b)

Commercially Reasonable Efforts. The Company shall use its commercially reasonable efforts to take or cause to be taken all actions,

and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable laws

to cooperate with the Investor and to consummate and make effective the transactions contemplated by this Agreement, including:

(i)

preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain

as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from

any third party or governmental entity; and

(ii)

executing, delivering and filing, as applicable, any additional ancillary instruments or agreements reasonably necessary to consummate

the transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement and the transactions contemplated

hereby and thereby.

(c)

Registration Rights Agreement. The investor shall not have any right to require the Company or any of its Subsidiaries to register

any securities for sale under the Securities Act.

(d)

Share Repurchase Notice. The Company will provide notice to the Investor prior to any acquisition, purchase or repurchase of,

or other increase in interest in, the Company’s Common Stock, in each case that would result in an increase or decrease in the

Investor’s percentage ownership from the ownership level immediately following closing of the transactions contemplated by this

Agreement.

Additional Covenants of the Investor. Without derogating from the obligations of the Investor set forth elsewhere in this Agreement,

the Investor agrees with the Company:

(a)

Information. The Investor shall provide the Company with such information as the Company reasonably requests regarding the Investor

for inclusion in the Shelf Registration Statement, if any.

(b)

Cooperation. The Investor shall cooperate with the Company in taking all action necessary to consummate the transactions contemplated

by this Agreement, including executing, delivering and filing, as applicable, any additional ancillary instruments or agreements necessary

to consummate the transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement and the transactions

contemplated hereby and thereby.

Conditions to the Obligations of the Parties.

(a)

The obligations of the Investor hereunder to consummate the transactions contemplated hereby shall be subject to the satisfaction prior

to the Closing Date of each of the following conditions (which may be waived in whole or in part by the Investor in their sole discretion):

(i)

Consents. All governmental and third party, including the Nasdaq Stock Market LLC, notifications, filings, consents, waivers and

approvals required for the consummation of the transactions contemplated by this Agreement shall have been made or received.

(ii)

No Legal Impediment to Issuance. No statute, rule, regulation or order shall have been enacted, adopted or issued by any federal,

state or foreign governmental or regulatory authority, and no judgment, injunction, decree or order of any federal, state or foreign

court shall have been issued that prohibits the issuance of the Investor Shares to the Investor or the consummation of the transactions

contemplated by this Agreement.

(iii)

Good Standing. The Investor shall have received on and as of the Closing Date satisfactory evidence of the good standing of the

Company in the State of Nevada, in writing or any standard form of telecommunication from the appropriate governmental authorities of

such jurisdiction.

(iv)

Representations and Warranties. The representations and warranties of the Company contained in this Agreement shall be true and

correct in all material respects (disregarding, other than in the case of Section 2(d), all qualifications and exceptions contained

therein relating to materiality, Material Adverse Effect or similar qualifications) other than (x) modifications or inaccuracies of the

representations and warranties contained in Section 2(d) that arise from events or circumstances that occur from and after, or

exist following, the date hereof and are outside of the reasonable control of the Company or its Subsidiaries to prevent (“Rep

Modifications”), and (y) representations and warranties contained in Section 2(f), which shall be true and correct in

all respects.

(v)

Covenants. The Company shall have performed and complied in all material respects with all of its respective covenants and agreements

contained in this Agreement and in any other document delivered pursuant to this Agreement (including in any Transaction Agreement) through

the Closing Date.

(vi)

Certificate. The Company shall have furnished to the Investor a certificate, dated the Closing Date, of an officer of the Company,

on behalf of the Company, confirming the matters set forth in subsections (iv) and (v).

(vii)

No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any changes or events that, individually

or in the aggregate would reasonably be expected to result in a Material Adverse Effect.

(viii)

No Market Adverse Event. There shall not have occurred (i) a material adverse change in the financial markets in the United States,

any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change

in national or international political, financial or economic conditions, or (ii) a suspension or material limitation on trading, or

minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any securities exchange or

by any such system or by order of the Commission, the Nasdaq Stock Market or any other governmental authority, or (iii) a material disruption

in commercial banking or securities settlement or clearance services in the United States, or (iv) a declaration of a banking moratorium

by either Federal or New York authorities.

(b)

The obligation of the Company to issue and sell the Investor Shares is subject to the following conditions (which may be waived in whole

or in part by the Company in its sole discretion):

(i)

No Legal Impediment to Issuance. No statute, rule, regulation or order shall have been enacted, adopted or issued by any federal,

state or foreign governmental or regulatory authority, and no judgment, injunction, decree or order of any federal, state or foreign

court shall have been issued that prohibits the issuance of the Investor Shares to the Investor or the consummation of the transactions

contemplated by this Agreement.

(ii)

Representations and Warranties. The representations and warranties of the Investor, each Affiliated Purchaser contained in this

Agreement shall be true and correct in all material respects (disregarding all qualifications and exceptions contained therein relating

to materiality or similar qualifications).

(iii)

Covenants. The Investor shall have performed and complied in all material respects with all of its covenants and agreements contained

in this Agreement and in any other document delivered pursuant to this Agreement (including in any Transaction Agreement) through the

Closing Date.

(iv)

No Market Adverse Event. There shall not have occurred (i) a material adverse change in the financial markets in the United States,

any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change

in national or international political, financial or economic conditions, or (ii) a suspension or material limitation on trading, or

minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any securities exchange or

by any such system or by order of the Commission, the Nasdaq Stock Market or any other governmental authority, or (iii) a material disruption

in commercial banking or securities settlement or clearance services in the United States, or (iv) a declaration of a banking moratorium

by either Federal or New York authorities.

Indemnification and Contribution.

(a)

Whether or not the issuance of the Investor Shares to the Investor or the other transactions contemplated hereby are consummated or this

Agreement is terminated, the Company (in such capacity, the “Indemnifying Party”) shall indemnify and hold harmless

the Investor and each Affiliated Purchaser, their respective Affiliates and their respective officers, directors, members, managers,

partners, employees, agents, advisors and controlling persons (each, an “Indemnified Person”) from and against any

and all losses, claims, damages, liabilities, amounts paid in settlement and reasonable expenses, joint or several (“Losses”),

incurred by such Indemnified Person or to which any such Indemnified Person may become subject arising out of or in connection with any

claim, challenge, litigation, investigation or proceeding (“Proceedings”) arising out of or relating to this Agreement

or the other Transaction Agreement, or the transactions contemplated by any of the foregoing and shall reimburse such Indemnified Persons

for any reasonable legal fees and expenses or other out-of-pocket expenses incurred in connection with investigating, responding to or

defending any of the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they resulted

from gross negligence or willful misconduct on the part of such Indemnified Person. If for any reason the foregoing indemnification is

unavailable to any Indemnified Person (except as set forth in the proviso to the immediately preceding section) or insufficient to hold

it harmless, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Person as a result of such

Losses in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnifying Party on the one hand

and such Indemnified Person on the other hand but also the relative fault of the Indemnifying Party on the one hand and such Indemnified

Person on the other hand as well as any relevant equitable considerations.

(b)

Promptly after receipt by an Indemnified Person of notice of the commencement of any Proceedings with respect to which the Indemnified

Person may be entitled to indemnification hereunder, such Indemnified Person will, if a claim is to be made hereunder against the Indemnifying

Party in respect thereof, notify the Indemnifying Party in writing of the commencement thereof; provided that the omission so

to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have hereunder except to the

extent it has been materially prejudiced by such failure. In case any such Proceedings are brought against any Indemnified Person and

it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participate therein, and,

to the extent that it may elect by written notice delivered to such Indemnified Person, to assume the defense thereof, with counsel reasonably

satisfactory to such Indemnified Person; provided that if the defendants in any such Proceedings include both such Indemnified

Person and the Indemnifying Party and such Indemnified Person shall have concluded that there may be legal defenses available to it that

are different from or additional to those available to the Indemnifying Party, such Indemnified Person shall have the right to select

separate counsel, which selection shall be subject to the reasonable approval of the Indemnifying Party, to assert such legal defenses

and to otherwise participate in the defense of such Proceedings on behalf of such Indemnified Person. Upon receipt of notice from the

Indemnifying Party to such Indemnified Person of its election so to assume the defense of such Proceedings and approval by such Indemnified

Person of counsel, the Indemnifying Party shall not be liable to such Indemnified Person for expenses incurred by such Indemnified Person

thereafter in connection with the defense thereof (other than reasonable costs of investigation) unless (i) such Indemnified Person shall

have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the preceding sentence

(it being understood, however, that the Indemnifying Party shall not be liable for the expenses of more than one firm of counsel, plus

local counsel, in any jurisdiction representing the Indemnified Person), (ii) the Indemnifying Party shall not have employed counsel

reasonably satisfactory to such Indemnified Person to represent such Indemnified Person within a reasonable time after notice of commencement

of the Proceedings or (iii) the Indemnifying Party shall have authorized in writing the employment of counsel for such Indemnified Person.

(c)

The Indemnifying Party shall not be liable for any settlement of any Proceedings effected without its written consent (which consent

shall not be unreasonably withheld, conditioned or delayed). If any settlement of any Proceeding is consummated with the written consent

of the Indemnifying Party or if there is a final judgment for the plaintiff in any such Proceedings, the Indemnifying Party agrees to

indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment in accordance

with, and subject to the limitations of, the provisions of this Section 7. The Indemnifying Party shall not, without the prior

written consent of an Indemnified Person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement

of any pending or threatened Proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless (i)

such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person

from all liability on the claims that are the subject matter of such Proceedings and (ii) such settlement does not include any statement

as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

(d)

Given that an Indemnified Person may be entitled to indemnification (a “Jointly Indemnifiable Claim”) from both the

Company, pursuant to this Agreement, and from any other Person, whether pursuant to applicable law, any indemnification agreement, the

organizational documents of such Person or otherwise (the “Indemnitee-Related Entities”), the Company acknowledges

and agrees that the Company shall be fully and primarily responsible for the payment to the Indemnified Person in respect of indemnification

and advancement of expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of

this Agreement, irrespective of any right of recovery the Indemnified Person may have from the Indemnitee-Related Entities. Under no

circumstance shall the Company be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right

of recovery the Indemnified Person may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of the Indemnified

Person or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to

the Indemnified Person in respect of indemnification or advancement of expenses with respect to any Jointly Indemnifiable Claim, the

Indemnitee-Related Entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the

Indemnified Person against the Company, and the Indemnified Person shall execute all papers reasonably required and shall do all things

that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related

Entities effectively to bring suit to enforce such rights. Each of the Indemnitee-Related Entities shall be third-party beneficiaries

with respect to this Section 7(d), entitled to enforce this Section 7(d) against the Company as though each such Indemnitee-Related

Entity were a party to this Agreement.

Survival of Representations and Warranties. The representations and warranties made in this Agreement will survive the execution

and delivery of this Agreement and the consummation of the transactions contemplated hereby notwithstanding any investigation at any

time made by or on behalf of any party hereto until the date that is one year after the Closing Date and the covenants shall survive

in accordance with their specific terms; provided, however, the representations and warrants contained in Sections 2(b),

(c), (e), (f) and (h) and Sections 3(a),

(b)

and (i) shall survive indefinitely.

Expense Reimbursement. Each party shall be responsible for any fees and expenses incurred by it in connection with the preparation,

negotiation and delivery of this Agreement.

10.

Notices. All notices and other communications in connection with this Agreement will be in writing and will be deemed given (and

will be deemed to have been duly given upon receipt) if delivered personally, sent via electronic transmission or facsimile (with confirmation),

mailed by registered or certified mail (return receipt requested) or delivered by an express courier (with confirmation) to the parties

at the following addresses (or at such other address for a party as will be specified by like notice):

(a)

If to the Company:

Addentax

Group Corp.

Luohu

District, Shenzhen City, China 518000

Attention:

Chief Executive Officer and Chief Financial Officer

Telephone:

+(86) 755 8233 0336

Email:

zdhong@zgyingxi.com and chao.h.steven@zgyingxi.com

(b)

If to the Investor:

the name and address on Schedule A.

11.

Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under this Agreement

may be assigned by any of the parties (whether by operation of law or otherwise) without the prior written consent of the other party.

Except as provided in Section 7 with respect to the Indemnified Persons, this Agreement (including the documents and instruments

referred to in this Agreement) is not intended to and does not confer upon any person other than the parties hereto any rights or remedies

under this Agreement. Any Indemnified Persons shall be entitled to enforce and rely on the provisions listed in the immediately preceding

sentence as if they were a party to this Agreement.

12.

Prior Negotiations; Entire Agreement. This Agreement (including the agreements attached as exhibits to and the documents and instruments

referred to in this Agreement) constitutes the entire agreement of the parties and supersedes all prior agreements, arrangements or understandings,

whether written or oral, between the parties with respect to the subject matter of this Agreement, except that the parties hereto acknowledge

that any confidentiality agreements heretofore executed among the parties will continue in full force and effect.

13.

GOVERNING LAW; VENUE. THIS AGREEMENT WILL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

THE INVESTORS HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF, AND VENUE IN, THE UNITED STATES COURT FOR THE SOUTHERN DISTRICT OF NEW

YORK AND WAIVE ANY OBJECTION BASED ON FORUM NON CONVENIENS. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER

THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY

WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING

TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH

PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,

THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND

HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH SUCH PARTY HAS BEEN INDUCED

TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.

14.

Counterparts. This Agreement may be executed in counterparts, all of which will be considered one and the same Agreement and will

become effective when counterparts have been signed by each of the parties and delivered to the other party (including via facsimile

or other electronic transmission), it being understood that each party need not sign the same counterpart.

15.

Waivers and Amendments. This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and

conditions of this Agreement may be waived, only by a written instrument signed by all the parties or, in the case of a waiver, by the

party waiving compliance. No delay on the part of any party in exercising any right, power or privilege pursuant to this Agreement will

operate as a waiver thereof, nor will any waiver on the part of any party of any right, power or privilege pursuant to this Agreement,

nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise

thereof or the exercise of any other right, power or privilege pursuant to this Agreement. The rights and remedies provided pursuant

to this Agreement are cumulative and are not exclusive of any rights or remedies which any party otherwise may have at law or in equity.

16.

Adjustment to Shares. If, prior to the Closing Date, the Company effects a reclassification, stock split (including a reverse

stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction

with respect to any shares of its capital stock, references to the numbers of such shares and the prices therefore shall be equitably

adjusted to reflect such change and, as adjusted, shall, from and after the date of such event, be subject to further adjustment in accordance

herewith.

17.

Headings. The headings in this Agreement are for reference purposes only and will not in any way affect the meaning or interpretation

of this Agreement.

18.

Publicity. The Company and the Investor shall consult with each other prior to issuing any press releases (and provide each other

a reasonable opportunity to review and comment upon such release prior to its public issuance) or otherwise making public announcements

with respect to the transactions contemplated by this Agreement; provided, however, that in no event shall any such press

release or other public announcement name the Investor without its prior written consent. The Company shall consult with the Investor

prior to making any filings (and provide the Investor a reasonable opportunity to review and comment on such filings) with any third

party or any governmental entity (including any national securities exchange or interdealer quotation service) with respect to the transactions

contemplated by this Agreement, except as may be required by law or by the request of any governmental entity. Subject to the Company’s

foregoing obligations pursuant to this Section 18, nothing contained in this Section 18 shall be interpreted to preclude

the Company from making any filing or disclosing any information in any filing, including with the Commission, that the Company acting

reasonably determines is necessary or advisable; provided, however, that, if such filing names the Investor, the Company

shall obtain the prior approval of the Investor and take into account any comments it may have thereto unless, in the opinion of counsel

to the Company, the filing is legally required to be made as proposed by the Company without making changes to reflect such comments.

[Signature

Page Follows]

WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed, by their respective officers thereunto duly authorized where

applicable, all as of the date first written above.

ADDENTAX

GROUP CORP.

By:

Name:

Hong

Zhida

Title:

Chief

Executive Officer

[Investor Name]

By:

Name:

[Signature

Page to Private Placement Agreement]

Schedule

Name

of Investor

Number

of Shares

Names and Address

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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No definition available.

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- Definition

Address Line 1 such as Attn, Building Name, Street Name

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Address Line 2 such as Street or Suite number

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Address Line 3 such as an Office Park

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Name of the City or Town

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- Definition

ISO 3166-1 alpha-2 country code.

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Code for the postal or zip code

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Indicate if registrant meets the emerging growth company criteria.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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Two-character EDGAR code representing the state or country of incorporation.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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