Addentax Group Corp.

Item 1.01 Entry into a Material Definitive Agreement. On July 27, 2026, Addentax Group Corp. (the “Company”) entered into a Loan Conversion Agreement (the “Loan Conversion Agreement”) with SEAH CHIA YEE (the “Lender”). Pursuant to the Loan Conversion Agreement, the Company agreed to convert the outstanding principal amount of a loan made by the Lender to the Company in the amount of US$699,885, together with US$3,500 of accrued and unpaid interest, into 146,539 shares of the Company’s common stock (the “Conversion Shares”) at a conversion price of US$4.80 per share. Upon the issuance of the Conversion Shares in accordance with the terms of the Loan Conversion Agreement, the loan and all accrued interest thereon will be deemed fully satisfied, discharged and cancelled, and the Lender will have no further rights or claims against the Company under the loan. The Loan Conversion Agreement contains customary representations and warranties of the Company and the Lender. The closing of the transaction contemplated thereby is subject to the continued effectiveness of the required corporate approvals, the submission of a Listing of Additional Shares notification to The Nasdaq Stock Market in accordance with applicable Nasdaq rules, and the absence of any law or order prohibiting the consummation of the transaction contemplated by the Loan Conversion Agreement. The foregoing description of the Loan Conversion Agreement does not purport to be complete and is qualified in its entirety by reference to the Loan Conversion 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 Conversion 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. SEAH CHIA YEE is not a “U.S. person” (as defined in Regulation S) and the issuance of the Conversion Shares will be made in an offshore transaction. The Conversion Shares will bear restrictive legends as required under the Securities Act.