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Addentax Group Corp. – ‘10-K’ for 3/31/23 – ‘EX-4.1’

On:  Thursday, 6/29/23, at 2:03pm ET   ·   For:  3/31/23   ·   Accession #:  1493152-23-22881   ·   File #:  1-41478

Previous ‘10-K’:  ‘10-K’ on 6/23/22 for 3/31/22   ·   Next & Latest:  ‘10-K/A’ on 10/26/23 for 3/31/23   ·   14 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/29/23  Addentax Group Corp.              10-K        3/31/23   98:7.3M                                   M2 Compliance LLC/FA

Annual Report   —   Form 10-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.54M 
 2: EX-4.1      Instrument Defining the Rights of Security Holders  HTML     32K 
 3: EX-21.1     Subsidiaries List                                   HTML     33K 
 4: EX-23.1     Consent of Expert or Counsel                        HTML     23K 
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     31K 
 6: EX-31.2     Certification -- §302 - SOA'02                      HTML     31K 
 7: EX-32.1     Certification -- §906 - SOA'02                      HTML     27K 
 8: EX-32.2     Certification -- §906 - SOA'02                      HTML     27K 
14: R1          Cover                                               HTML     93K 
15: R2          Consolidated Balance Sheets                         HTML    157K 
16: R3          Consolidated Balance Sheets (Parenthetical)         HTML     35K 
17: R4          Consolidated Statements of Loss and Comprehensive   HTML    111K 
                Loss                                                             
18: R5          Consolidated Statements of Changes in Equity        HTML     60K 
19: R6          Consolidated Statements of Cash Flows               HTML    117K 
20: R7          Organization and Business Acquisitions              HTML     90K 
21: R8          Basis of Presentation                               HTML     28K 
22: R9          Summary of Significant Accounting Policies          HTML     72K 
23: R10         Disposition of Subsidiaries                         HTML     33K 
24: R11         Related Party Transactions                          HTML     55K 
25: R12         Restricted Cash                                     HTML     29K 
26: R13         Debt Securities Held-To-Maturity                    HTML     33K 
27: R14         Inventories                                         HTML     31K 
28: R15         Advances to Suppliers                               HTML     28K 
29: R16         Prepayments and Other Receivables                   HTML     33K 
30: R17         Plant and Equipment                                 HTML     35K 
31: R18         Long-Term Receivables                               HTML     28K 
32: R19         Short-Term Bank Loan                                HTML     33K 
33: R20         Taxation                                            HTML     49K 
34: R21         Consolidated Segment Data                           HTML     76K 
35: R22         Accrued Expenses and Other Payables                 HTML     35K 
36: R23         Financial Instruments                               HTML     42K 
37: R24         Lease Right-Of-Use Asset and Lease Liabilities      HTML     45K 
38: R25         Share Capital and Reserves                          HTML     34K 
39: R26         Other Income (Expenses), Net                        HTML     44K 
40: R27         Risks and Uncertainties                             HTML     67K 
41: R28         Subsequent Events                                   HTML     31K 
42: R29         Summary of Significant Accounting Policies          HTML    107K 
                (Policies)                                                       
43: R30         Organization and Business Acquisitions (Tables)     HTML     87K 
44: R31         Summary of Significant Accounting Policies          HTML     31K 
                (Tables)                                                         
45: R32         Disposition of Subsidiaries (Tables)                HTML     34K 
46: R33         Related Party Transactions (Tables)                 HTML     54K 
47: R34         Debt Securities Held-To-Maturity (Tables)           HTML     34K 
48: R35         Inventories (Tables)                                HTML     32K 
49: R36         Prepayments and Other Receivables (Tables)          HTML     31K 
50: R37         Plant and Equipment (Tables)                        HTML     33K 
51: R38         Taxation (Tables)                                   HTML     34K 
52: R39         Consolidated Segment Data (Tables)                  HTML     77K 
53: R40         Accrued Expenses and Other Payables (Tables)        HTML     34K 
54: R41         Financial Instruments (Tables)                      HTML     31K 
55: R42         Lease Right-Of-Use Asset and Lease Liabilities      HTML     47K 
                (Tables)                                                         
56: R43         Other Income (Expenses), Net (Tables)               HTML     44K 
57: R44         Risks and Uncertainties (Tables)                    HTML     57K 
58: R45         Schedule of Principal Subsidiaries Entities         HTML    102K 
                (Details)                                                        
59: R46         Schedule of Plant and Equipment Useful Lives        HTML     38K 
                (Details)                                                        
60: R47         Summary of Significant Accounting Policies          HTML     42K 
                (Details Narrative)                                              
61: R48         Summary of Financial Position of Entities and Gain  HTML     40K 
                or Loss on Disposal (Details)                                    
62: R49         Schedule of Related Parties Relationship With the   HTML     42K 
                Company (Details)                                                
63: R50         Schedule of Amount Due From Related Party           HTML     35K 
                (Details)                                                        
64: R51         Schedule of Related Parties Transactions (Details)  HTML     43K 
65: R52         Schedule of Debt Securities Held to Maturity        HTML     27K 
                (Details)                                                        
66: R53         Debt Securities Held-To-Maturity (Details           HTML     31K 
                Narrative)                                                       
67: R54         Schedule of Inventories (Details)                   HTML     34K 
68: R55         Schedule of Prepayments and Other Receivables       HTML     35K 
                (Details)                                                        
69: R56         Schedule of Plant and Equipment (Details)           HTML     40K 
70: R57         Plant and Equipment (Details Narrative)             HTML     27K 
71: R58         Long-Term Receivables (Details Narrative)           HTML     27K 
72: R59         Short-Term Bank Loan (Details Narrative)            HTML     51K 
73: R60         Schedule of Effective Income Tax Rate               HTML     38K 
                Reconciliation (Details)                                         
74: R61         Taxation (Details Narrative)                        HTML     56K 
75: R62         Schedule of Segment Reporting for Revenue           HTML     41K 
                (Details)                                                        
76: R63         Schedule of Segment Reporting for Income From       HTML     39K 
                Operation (Details)                                              
77: R64         Schedule of Segment Reporting for Depreciation and  HTML     39K 
                Amortization (Details)                                           
78: R65         Schedule of Segment Reporting for Financial Cost    HTML     40K 
                (Details)                                                        
79: R66         Schedule of Segment Reporting for Assets (Details)  HTML     45K 
80: R67         Schedule of Geographical Information (Details)      HTML     35K 
81: R68         Schedule of Accrued Expenses and Other Payables     HTML     44K 
                (Details)                                                        
82: R69         Schedule of Financial Instruments (Details)         HTML     38K 
83: R70         Financial Instruments (Details Narrative)           HTML     58K 
84: R71         Schedule of Lease Cost (Details)                    HTML     32K 
85: R72         Schedule of Supplemental Information Related to     HTML     36K 
                Leases (Details)                                                 
86: R73         Schedule of Maturity of Operating Lease Liability   HTML     38K 
                (Details)                                                        
87: R74         Lease Right-Of-Use Asset and Lease Liabilities      HTML     35K 
                (Details Narrative)                                              
88: R75         Share Capital and Reserves (Details Narrative)      HTML     62K 
89: R76         Schedule of Other Income Net (Details)              HTML     41K 
90: R77         Schedule of Concentration Risks (Details)           HTML     47K 
91: R78         Schedule of Purchases From Suppliers (Details)      HTML     34K 
92: R79         Risks and Uncertainties (Details Narrative)         HTML     49K 
93: R80         Subsequent Events (Details Narrative)               HTML     39K 
96: XML         IDEA XML File -- Filing Summary                      XML    174K 
94: XML         XBRL Instance -- form10-k_htm                        XML   1.23M 
95: EXCEL       IDEA Workbook of Financial Report Info              XLSX    148K 
10: EX-101.CAL  XBRL Calculations -- atxg-20230331_cal               XML    206K 
11: EX-101.DEF  XBRL Definitions -- atxg-20230331_def                XML    563K 
12: EX-101.LAB  XBRL Labels -- atxg-20230331_lab                     XML    932K 
13: EX-101.PRE  XBRL Presentations -- atxg-20230331_pre              XML    817K 
 9: EX-101.SCH  XBRL Schema -- atxg-20230331                         XSD    181K 
97: JSON        XBRL Instance as JSON Data -- MetaLinks              454±   641K 
98: ZIP         XBRL Zipped Folder -- 0001493152-23-022881-xbrl      Zip    393K 


‘EX-4.1’   —   Instrument Defining the Rights of Security Holders


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 

Exhibit 4.1

 

DESCRIPTION OF CAPITAL STOCK

 

We have authorized capital stock consisting of 250,000,000 shares of common stock, $0.001 par value per share.

 

As of the date of this annual report on Form 10-K, we had 37,395,420 shares of our common stock outstanding.

 

The following description of our capital stock is a summary only and is subject to and qualified in its entirety by reference to the applicable provisions of the Nevada Revised Statutes, and our charter and Bylaws. You should refer to, and read this summary together with, our Articles of Incorporation and Bylaws, each as amended and restated to date, to review all of the terms of our capital stock. Our Articles of Incorporation and amendments thereto are incorporated by reference as exhibits to our annual report.

 

Common Stock

 

Each share of our common stock is entitled to equal dividends and distributions per share with respect to the common stock when, as and if declared by our Board of Directors. No holder of any shares of our common stock has a preemptive right to subscribe for any of our securities, nor are any shares of our common stock subject to redemption or convertible into other securities. Upon liquidation, dissolution or winding-up of the Company, and after payment to our creditors and preferred stockholders, if any, our assets will be divided pro rata on a share-for-share basis among the holders of our common stock. Each share of our common stock is entitled to one vote on all stockholder matters. Shares of our common stock do not possess any cumulative voting rights.

 

The presence of the persons entitled to vote a majority of the outstanding voting shares on a matter before the stockholders constitute the quorum necessary for the consideration of the matter at a stockholders’ meeting.

 

Except as otherwise required by law, the Articles of Incorporation, or any certificate of designations, (i) at all meetings of stockholders for the election of directors, a plurality of votes cast are sufficient to elect such directors; (ii) any other action taken by stockholders are be valid and binding upon the Company if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action, at a meeting at which a quorum is present, except that adoption, amendment or repeal of the Bylaws by stockholders requires the vote of a majority of the shares entitled to vote; and (iii) broker non-votes and abstentions are considered for purposes of establishing a quorum but not considered as votes cast for or against a proposal or director nominee. Each stockholder has one vote for every share of stock having voting rights registered in his or her name, except as otherwise provided in any preferred stock designation setting forth the right of preferred stock stockholders.

 

The common stock does not have cumulative voting rights, which means that the holders of 51% of the common stock voting for election of directors can elect 100% of our directors if they choose to do so.

 

Anti-Takeover Provisions Under The Nevada Revised Statutes

 

Certain provisions of Nevada law, and our Articles of Incorporation and our Bylaws (subject, where applicable as described below, our opting out of certain provisions of Nevada law), contain provisions that could make the following transactions more difficult: acquisition of us by means of a tender offer; acquisition of us by means of a proxy contest or otherwise; or removal of our incumbent officers and directors. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in our best interests, including transactions that might result in a premium over the market price for our shares.

 

These provisions, summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our Board of Directors. We believe that the benefits of increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because negotiation of these proposals could result in an improvement of their terms.

 

 
 

 

Business Combinations

 

Sections 78.411 to 78.444 of the Nevada revised statues (the “NRS”) prohibit a Nevada corporation from engaging in a “combination” with an “interested stockholder” for three years following the date that such person becomes an interested stockholder and place certain restrictions on such combinations even after the expiration of the three-year period. With certain exceptions, an interested stockholder is a person or group that owns 10% or more of the corporation’s outstanding voting power (including stock with respect to which the person has voting rights and any rights to acquire stock pursuant to an option, warrant, agreement, arrangement, or understanding or upon the exercise of conversion or exchange rights) or is an affiliate or associate of the corporation and was the owner of 10% or more of such voting stock at any time within the previous three years.

 

A Nevada corporation may elect not to be governed by Sections 78.411 to 78.444 by a provision in its Articles of Incorporation. We do not have such a provision in our Articles of Incorporation, as amended, pursuant to which we have elected to opt out of Sections 78.411 to 78.444; therefore, these sections apply to us.

 

Control Shares

 

Nevada law also seeks to impede “unfriendly” corporate takeovers by providing in Sections 78.378 to 78.3793 of the NRS that an “acquiring person” shall only obtain voting rights in the “control shares” purchased by such person to the extent approved by the other stockholders at a meeting. With certain exceptions, an acquiring person is one who acquires or offers to acquire a “controlling interest” in the corporation, defined as one-fifth or more of the voting power. Control shares include not only shares acquired or offered to be acquired in connection with the acquisition of a controlling interest, but also all shares acquired by the acquiring person within the preceding 90 days. The statute covers not only the acquiring person but also any persons acting in association with the acquiring person.

 

A Nevada corporation may elect to opt out of the provisions of Sections 78.378 to 78.3793 of the NRS. We do not have a provision in our Articles of Incorporation pursuant to which we have elected to opt out of Sections 78.378 to 78.3793; therefore, these sections apply to us.

 

Removal of Directors

 

Section 78.335 of the NRS provides that 2/3rds of the voting power of the issued and outstanding shares of the Company are required to remove a Director from office. As such, it may be more difficult for stockholders to remove Directors due to the fact the NRS requires greater than majority approval of the stockholders for such removal.

 

 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:6/29/23None on these Dates
For Period end:3/31/23
 List all Filings 


1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/26/23  Addentax Group Corp.              10-K/A      3/31/23   15:372K                                   M2 Compliance LLC/FA


13 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/11/23  Addentax Group Corp.              8-K:1,9     1/10/23   11:243K                                   M2 Compliance LLC/FA
 1/04/23  Addentax Group Corp.              8-K:1,2,3,8 1/04/23   20:2.5M                                   M2 Compliance LLC/FA
 5/13/21  Addentax Group Corp.              8-K:5,9     5/12/21    2:54K                                    M2 Compliance LLC/FA
 5/10/21  Addentax Group Corp.              8-K:5,9     5/10/21    2:55K                                    M2 Compliance LLC/FA
 4/18/19  Addentax Group Corp.              S-1                    3:3.3M                                   M2 Compliance LLC/FA
 3/15/19  Addentax Group Corp.              8-K:5,9     3/13/19    2:102K                                   M2 Compliance LLC/FA
 3/11/19  Addentax Group Corp.              8-K:5,9     3/08/19    7:416K                                   M2 Compliance LLC/FA
 3/05/19  Addentax Group Corp.              8-K:3,5,9   2/27/19    2:136K                                   M2 Compliance LLC/FA
 9/21/18  Addentax Group Corp.              10-K/A      3/31/18   71:3.6M                                   M2 Compliance LLC/FA
 3/07/17  Addentax Group Corp.              8-K:1,5,9   3/06/17    2:97K                                    M2 Compliance LLC/FA
12/28/16  Addentax Group Corp.              8-K:1,5,9  12/26/16    2:110K                                   M2 Compliance LLC/FA
 7/21/16  Addentax Group Corp.              8-K:5       7/20/16    1:81K
 8/05/15  Addentax Group Corp.              S-1                   10:1.2M                                   Global Fin’l Corp./FA
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Filing Submission 0001493152-23-022881   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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