| (1) |
This
Registration Statement on Form S-8 (this “Registration Statement”) covers the resale of shares of common stock, par value
$0.001 per share (“Common Stock”), of Addentax Group Corp. (the “Registrant”) that were issued under the
Addentax Group Corp. 2024 Equity Incentive Plan (the “Plan”). Pursuant to Rule 416 under the Securities Act of 1933,
as amended (the “Securities Act”), this Registration Statement shall also cover additional shares of Common Stock which
may become issuable by reason of any stock split, stock dividend, recapitalization, or other similar transaction effected without
consideration which results in the increase in the number of the Registrant’s outstanding shares of Common Stock. |
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| (2) |
Represents
161,665 shares of Common Stocks that were issued under the Plan to the Selling Stockholders (as identified in the Reoffer Prospectus
contained within this Registration Statement) prior to the filing of this Registration Statement. These shares are being offered
for resale by the Selling Stockholders named in the Reoffer Prospectus included in and filed with this Registration Statement. |
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| (3) |
Estimated
for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act, based on
the average of the high and low prices of the shares of Common Stock reported on Nasdaq on August 8, 2025, which was $0.45 per share. |