ADDENTAX GROUP CORP. 8-K

What Happened

• Addentax Group Corp. (ATXG) filed an 8-K reporting that on May 15, 2026 it entered a Share Exchange Agreement under which its Hong Kong subsidiary, Yingxi Industrial Chain Investment Co., Ltd., will acquire 41.67% of Riches Family Office Limited (the Target) from Riches FO Holdings Limited. In exchange, the Company will issue 33,500 shares of its common stock to Mr. Wu Rui, the Company’s COO and sole shareholder of Riches FO Holdings. The parties relied on a May 13, 2026 valuation report by Valtech Valuation Advisory Limited, which valued the Target’s principal operating asset, Riches Elite Technology (Shenzhen) Co., Ltd.

Key Details

• Transaction date: Share Exchange Agreement executed May 15, 2026.
• Consideration: 33,500 newly issued common shares (par value $0.001) issued to Mr. Wu Rui.
• Ownership change: Yingxi to acquire 41.67% of the Target’s issued and outstanding equity interests.
• Approvals and conditions: Audit committee and board approved the transaction; closing is subject to Nasdaq notification of additional shares and other customary closing conditions. The deal is a related‑party transaction.

Why It Matters

• The deal brings a substantial minority interest (41.67%) in the Target — whose operating asset is a Shenzhen technology company — under the Company’s subsidiary, which could affect Addentax’s future operating footprint and financial results once closed.
• Issuing 33,500 new shares creates dilution for existing shareholders (the total dilutive effect depends on current outstanding shares).
• Because this is a related‑party transaction involving the COO and required Nasdaq notice and closing conditions, investors should monitor filings for completion, any additional financial disclosures, and the valuation or earnings impact of the Target’s operating subsidiary.