Addentax Group Corp.

Item 1.01 Entry into a Material Definitive Agreement. On 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.