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                              February 14, 2023

       Hong Zhida
       Chief Executive Officer
       ADDENTAX GROUP CORP.
       Kingkey 100, Block A, Room 4805
       Luohu District, Shenzhen City
       China 518000

                                                        Re: ADDENTAX GROUP
CORP.
                                                            Registration
Statement on Form S-1
                                                            Filed January 25,
2023
                                                            File No. 333-269409

       Dear Hong Zhida:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1, filed January 25, 2023

       Cover Page

   1.                                                   We acknowledge your
cover page disclosure that you are a Nevada holding company, that
                                                        shares are not an
equity holding in your Chinese subsidiaries, and that the Chinese
                                                        government could
disallow this structure. In addition, please provide a cross-reference to
                                                        your detailed
discussion of risks facing the company and the offering as a result of this
                                                        structure.
   2.                                                   We note your definition
of    China    and    PRC    excludes Hong Kong. Please clarify in
                                                        your disclosure that
the legal and operational risks associated with operating in China also
                                                        apply to your
operations in Hong Kong. Please also discuss in your registration statement
 Hong Zhida
FirstName LastNameHong Zhida
ADDENTAX     GROUP CORP.
Comapany14,
February  NameADDENTAX
            2023           GROUP CORP.
February
Page 2 14, 2023 Page 2
FirstName LastName
         the applicable laws and regulations in Hong Kong as well as the
related risks and
         consequences. Examples of applicable laws and regulations include, but
are not limited to,
         are:
             Enforceability of civil liabilities in Hong Kong;
             Disclose on the cover page how regulatory actions related to data
security or anti-
              monopoly concerns in Hong Kong have or may impact the company   s
ability to
              conduct its business, accept foreign investment or list on a
U.S./foreign exchange;
              and
             Include risk factor disclosure explaining whether there are
laws/regulations in Hong
              Kong that result in oversight over data security, how this
oversight impacts the
              company   s business and the offering, and to what extent the
company believes that it
              is compliant with the regulations or policies that have been
issued.
3.       Please amend your disclosure here and in the risk factors sections to
state that, to the
         extent cash in the business is in the PRC/Hong Kong or a PRC/Hong Kong
entity, the
         funds may not be available to fund operations or for other use outside
of the PRC/Hong
         Kong due to interventions in or the imposition of restrictions and
limitations on the ability
         of you or your subsidiaries by the PRC government to transfer cash. On
the cover page,
         provide cross-references to these other discussions. Additionally, to
the extent you have
         cash management policies that dictate how funds are transferred
between you, your
         subsidiaries, or investors, summarize the policies on your cover page
and in the prospectus
         summary, and disclose the source of such policies (e.g., whether they
are contractual in
         nature, pursuant to regulations, etc.); alternatively, state on the
cover page and in the
         prospectus summary that you have no such cash management policies that
dictate how
         funds are transferred. Provide a cross-reference on the cover page to
the discussion of this
         issue in the prospectus summary.
Prospectus Summary
PRC Limitation on Overseas Listing and Share Issuance, page 5

4.       We note your disclosure on page 3 of the registration statement and on
page 14 of your
         annual report, filed June 23, 2022, that your PRC businesses have the
required business
         licenses from local authorities and your confirmation that you have
all required
         permissions and approvals in order to conduct your business. Please
confirm in your
         disclosure that your PRC business only requires business licenses from
local authorities,
         otherwise please specifically disclose any other permissions or
approvals required to
         operate your business. In addition, we note that you do not appear to
have relied upon an
         opinion of counsel with respect to your conclusions that you do not
need any
         additional permissions and approvals to operate your business and to
offer securities to
         investors. If true, state as much and explain why such an opinion was
not obtained.
Risk Factors, page 11

5.       We note your risk factor disclosure about the Holding Foreign
Companies Accountable
         Act on page 23 of your annual report filed June 23, 2022. Please
include an updated risk
 Hong Zhida
ADDENTAX GROUP CORP.
February 14, 2023
Page 3
      factor in this registration statement to disclose that on December 29,
2022 the President
      signed into law the Consolidated Appropriations Act of 2022, which
decreases the number
      of    non-inspection years    from three years to two years, and thus,
would reduce the time
      before your securities may be prohibited from trading or delisted.

6.    Please revise your risk factor disclosure, or add new risk factor
disclosure, to address that
      this offering will cause dilution and has the potential to cause price
drops for existing
      holders of your securities. We note that the current risk factors state
that stockholders
      "may" experience dilution, but it is this prospectus that is facilitating
those sales.
General

7.    Please update your disclosures throughout the prospectus regarding the
Holding Foreign
      Companies Accountable Act to reflect the amendment of the act on December
29, 2022,
      to reduce from three years to two years the number of consecutive years
an issuer can be
      identified as a Commission-Identified Issuer before the Commission must
impose an
      initial trading prohibition on the issuer   s securities.
8.    We acknowledge your disclosure on page 27 of the 10-K filed on June 23,
2022 that your
      directors and officers reside outside of the United States and addressing
the challenges of
      bringing actions and enforcing judgments/liabilities against directors or
officers located
      outside the United States. In addition to the existing disclosure, please
identify the
      relevant individuals who are located in Hong Kong or the PRC, as
applicable, and include
      a separate "Enforceability" section, consistent with Item 101(g) of
Regulation S-K.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Nicholas Nalbantian at 202-551-7470 or Dietrich King at
202-551-8071
with any questions.



                                                             Sincerely,
FirstName LastNameHong Zhida
                                                             Division of
Corporation Finance
Comapany NameADDENTAX GROUP CORP.
                                                             Office of Trade &
Services
February 14, 2023 Page 3
cc:       Lawrence Venick
FirstName LastName