Material Agreement, Private Placement (Form 8-K)

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.