Asset Transaction, Private Placement (Form 8-K)

Item 2.01 Completion of Acquisition or Disposition of Assets.

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

The Shares were issued in reliance upon the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended. Mr. Wu Rui is not a "U.S. person" (as defined in Regulation S), and the issuance of the Shares was made in an offshore transaction.

The foregoing description of the Share Exchange Agreement and the transactions contemplated thereby 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 the Company's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on May 21, 2026, which is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.