Alex P. Hamilton

About Alex P. Hamilton

Alex P. Hamilton, 53, has served as an Independent Director of Addentax Group Corp. since May 10, 2021. He holds a B.A. in Economics from Brandeis University (1994) and is designated as the Board’s “audit committee financial expert.” His capital markets and investment banking background underpins his committee chair responsibilities and governance expertise .

Past Roles

External Roles

• Current: Managing Director of investment banking at Craft Capital Management LLC .
• Prior public company board: Wunong Net Technology (WNW), Independent Director and Audit Chair (Dec 2020–Jul 2021) .

Board Governance

• Independence: Board affirmed Hamilton is independent under Nasdaq Rule 5605(a)(2) .
• Committee assignments: Audit Committee Chair and Financial Expert; member of Compensation and Nominating & Corporate Governance Committees .
• Meeting attendance:
  • Board: FY2024—1 meeting; all directors attended virtually .
  • Audit Committee: FY2024—5 meetings; all members present/participated .
  • Compensation Committee: FY2024—no meetings held .
  • Nominating & Corporate Governance Committee: FY2024—1 virtual meeting; full attendance .
• Annual Meeting attendance: All five directors attended June 28, 2024 annual meeting virtually .
• Executive sessions: Independent directors held regular executive sessions at most scheduled Board/committee meetings in FY2023 .

Board and committee meeting cadence

Shareholder advisory votes (context)

• Say-on-Pay (Mar 31, 2025): Approved (For 2,018,686; Against 13,611; Abstain 247; 783,157 broker non-votes) .
• Say-on-Pay frequency: Three years selected (Three Years 1,672,598; One Year 14,166; Two Years 805; Abstain 344,975; 783,157 broker non-votes) .

Fixed Compensation

Director compensation (cash retainer; no fees disclosed for chair/meetings)

Performance Compensation

• Equity and options: None granted; no outstanding awards; no option exercises for directors .
• Equity Incentive Plan: 2024 Plan approved; 1,345,000 shares reserved; directors eligible, but “to date” no grants have been made .

Plan safeguards

• Change-in-control: Plan provides immediate vesting of unvested portions unless otherwise specified; awards may be continued/assumed; potential cash-out per highest deal price less exercise price .
• Clawback: Company-wide clawback policy adopted Oct 25, 2023 covering incentive compensation tied to financial reporting measures; recovery for three prior fiscal years upon restatement .
• Hedging policy: Prohibits hedging/monetization transactions for officers/directors and designated insiders .

Other Directorships & Interlocks

Expertise & Qualifications

• Audit/financial oversight: Designated Audit Committee Financial Expert; chairs Audit Committee .
• Capital markets experience: Managing director (investment banking), prior investment banking and advisory leadership roles .
• Education: B.A. Economics, Brandeis University (1994) .
• Prior public company governance: WNW audit chair .

Equity Ownership

Beneficial ownership (as of record dates)

Notes:

• No vested/unvested equity; no outstanding awards; no exercises disclosed .
• Anti-hedging policy in place; pledging guidelines not separately disclosed; plan references anti-hedging/pledging policy integration .

Governance Assessment

Positives

• Independence and expertise: Hamilton is an independent director and Audit Committee Financial Expert; chairs Audit Committee, contributing to financial reporting integrity .
• Audit Committee activity: Robust cadence in FY2024 (5 meetings) with full participation; formal charter aligned with Nasdaq standards .
• Safeguards: Company has an anti-hedging policy and a clawback policy consistent with Section 10D, strengthening pay-for-performance accountability .
• Shareholder support: Recent Say-on-Pay approval and triennial frequency indicate stable shareholder sentiment toward compensation practices .

Watch items / RED FLAGS

• Ownership alignment: No reported share ownership for Hamilton; director pay entirely cash with no equity grants to date—limited “skin-in-the-game” alignment .
• Compensation Committee inactivity: No Compensation Committee meetings in FY2024 could signal limited oversight cadence over executive/director pay despite ongoing governance needs .
• Section 16 timeliness: Initial Form 3 filings for several insiders, including Hamilton, were reported late due to administrative oversight (FY2023 disclosure) .
• Related-party environment (company-level): Multiple related-party balances and transactions involving executives/affiliates (e.g., loans, guarantees, rent-free arrangements); while none involve Hamilton, the overall RPT environment raises governance risk that requires strong independent oversight .

Potential Conflicts or Related-Party Exposure

• Investment banking roles: Hamilton’s ongoing investment banking position (Craft Capital) and prior roles (Donald Capital) could present potential perceived conflicts if ATXG were to engage these firms; no related-party transactions are disclosed involving Hamilton .
• No loans or payments: No transactions disclosed with entities controlled by Hamilton; RPTs listed involve other executives/affiliates .

Director Compensation Detail (reference table)

Policies Relevant to Investor Confidence

• Anti-hedging: Prohibits hedging/monetization transactions for insiders .
• Clawback: Restatement-based recovery for incentive compensation; applies to current/former executive officers and other designated senior employees .
• Equity Incentive Plan: Approved in 2024; 1,345,000 shares reserved; directors eligible; change-in-control acceleration; no grants to date .

Summary Implications

• Hamilton’s independent status, audit expertise, and active committee leadership are positives for board effectiveness. However, the lack of share ownership and absence of performance-tied director equity reduce alignment with long-term shareholder returns. The Compensation Committee’s inactivity in FY2024 warrants attention, particularly given the company’s broader related-party context that benefits from vigilant independent oversight .