Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

On February 17, 2026, Addentax Group Corp. (the "Company"), through itself or its designated entity (the "Buyer"), entered into a stock purchase agreement (the "Agreement") to acquire 34,200,000 shares of Common Shares, par value $0.001 per share (the "Shares"), in Keemo Fashion Group Limited's ("Keemo Fashion"), a Nevada corporation, with the Guang Wen Global Limited (the "Seller"). The acquisition will close by May 1, 2026 upon which the Seller shall convey and deliver to the Buyer, and the Buyer shall purchase and accept from the Seller, the Shares. The aggregate purchase price for the acquisition was approximately $5.5 million and the purchase consideration shall be satisfied by utilizing a portion of an existing bond held by the Company. The bond issued pursuant to a note subscription arrangement dated August 24, 2023, with an original principal amount of US$17,500,000, bearing interest at a rate of 2.5% per annum, with a one-year tenor (renewable), and governed by the laws of the State of New York. In connection with the partial bond transfer, the Seller and the Company entered into a bond transfer agreement whereby the Company shall split and transfer a portion, approximately US$5.5 million, of an existing bond to the Seller (or its designated counterparty) as consideration for the acquisition. After the acquisition, the Company shall became an approximately 62.18% holder of the voting rights of the issued and outstanding shares of Keemo Fashion, on a fully-diluted basis, and became the controlling shareholder.

Keemo Fashion Overview

Keemo Fashion Group Limited is a Nevada-incorporated company headquartered in Shenzhen, People's Republic of China. The Company operates two core business segments: (i) an apparel and garment trading business focused on the wholesale distribution of men's and women's apparel to distributors primarily in China, sourcing directly from manufacturers without maintaining its own production facilities; and (ii) a digital publishing business conducted through its wholly owned subsidiary, GW Reader Sdn. Bhd. in Malaysia, which operates a mobile-based online fiction platform utilizing a pay-per-chapter microtransaction model for global readers.

The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the of the stock transfer agreement and bond transfer agreement thereof, which is attached as Exhibits 10.1 and 10.2 hereto and incorporated by reference herein.

This Report on Form 8-K, is hereby incorporated by reference into the Company's Registration Statements on Form S-8 (File Nos. 333-282599 and 333-289481).