Item 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On May 12, 2021, the Board of Directors (the "Board") of Addentax Group Corp.
(the "Company") appointed Mr. Jiangping (Gary) Xiao ("Mr. Xiao") as an
independent director effective on the date of the Company's completion of its
public offering or the listing of its ordinary shares on a national securities
exchange, whichever is the later (the "Effective Date").
On May 13, 2021, Mr. Li Weilin ("Mr. Li") resigned as an independent director,
the compensation committee member, the audit Committee member and the
chairperson of the nominating and corporate governance committee of Addentax
Group Corp.. Mr. Li's resignation was effective immediately.
The Board has determined that Mr. Xiao satisfies the definition of "independent
director" in accordance with Rule 5605(a)(2) of the Marketplace Rules of The
Nasdaq Stock Market, Inc. and Section 10(A)(m)(3) of the Securities Exchange Act
of 1934, as amended.
Mr. Xiao will serve as the chairman of the nominating and corporate governance
committee, a compensation committee member, and an audit committee member.
The biography for Mr. Xiao is set forth below:
Mr. Jiangping (Gary) Xiao, age 40, has been the vice president of finance and
accounting at Hilco IP Merchant Banking since July 2019. Since December 2020,
Mr. Xiao has been serving as an independent director and the chairman of the
nominating and corporate governance committee of Wunong Net Technology Company
Limited (Nasdaq: WNW). From March 2017 to March 2019, Mr. Xiao served as the
chief financial officer of Professional Diversity Network, Inc.. From June 2013
to April 2016, Mr. Xiao served as the chief financial officer and financial
controller of Petstages Inc.. From August 2008 to May 2013, Mr. Xiao served as
the operation financial controller of the operations management group of The
Jordan Company, a private equity firm. From June 2006 to August 2008, Mr. Xiao
served as a senior finance associate in the financial planning and analysis
department of United Airlines , Inc.. Mr. Xiao obtained a master's degree in
business administration from the Ross School of Business Management at the
University of Michigan in 2006 and a bachelor's degree in accounting from
Tsinghua University in Beijing, China, in 2000.
Mr. Xiao has entered into an independent director agreement with the Company,
pursuant to which Mr. Xiao will receive annual cash compensation of $15,000
payable quarterly in advance on the first business day of each calendar quarter.
The first compensation payment after the Effective Date will comprise a pro-rata
amount from the Effective Date through to the end of the relevant calendar
quarter and thereafter quarterly payments in advance of each calendar quarter.
Mr. Xiao has no family relationships with any of the executive officers or
directors of the Company. Save except for independent director agreement as
stated above, there is no other employment agreement between the Company and Mr.
Xiao, nor are there any arrangements or plans in which the Company will provide
compensation, bonus, pension, retirement, or similar benefits to Mr. Xiao. There
have been no transactions to which the Company was or is to be a party, in which
Mr. Xiao had, or will have, a direct or indirect material interest.
Item 9.01. Exhibits
Exhibit Number Description
10.1 Independent Director Agreement with Mr. Jiangping (Gary) Xiao
dated May 12, 2021.
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