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