UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of October 2022

 

Commission File Number 001-35715

 

JX Luxventure Limited

(Translation of registrant’s name into English)

 

Bin Hai Da Dao No. 270

Lang Qin Wan Guo Ji Du Jia Cun Zong He Lou

Xiu Ying District

Haikou City, Hainan Province 570100

People’s Republic of China

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

 

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

 

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

 

 

 

 

 

On October 3, 2022, Flower Crown (China) Holding Group Co., Ltd. (“JXFC”), a wholly owned subsidiary of JX Luxventure Limited (the “Company”), entered into and executed a Strategic Cooperation Agreement (the “Agreement”) with Hainan Hang Seng Zhongli Commercial Holding Co., Ltd. (“HS Zhongli”), a leading distributor of pet products in China, for the sale, marketing and distribution of JXFC’s pet food products by HS Zhongli. The Agreement provides that the target annual sales amount of JXFC’s pet food products is $20,000,000 and if HS Zhongli achieves this targeted annual sales amount, the Agreement will be automatically renewed for an additional year.

 

An English translation of the Agreement is filed herewith as Exhibit 10.1.

 

On October 3, 2022, the Company issued a press release with respect to the entering and execution of the Agreement between JXPC and HS Zhongli, which is furnished herewith as Exhibit 99.1.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: October 3, 2022 JX Luxventure Limited
     
  By: /s/ Sun Lei
  Sun Lei
Chief Executive Officer  

 

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EXHIBIT INDEX

 

Exhibit
Number
  Description
10.1   Strategic Cooperation Agreement
99.1   Press Release

 

 

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Exhibit 10.1

 

Strategic Cooperation Agreement

 

Party A: Flower Crown (China) Holding Group Co. LTD

 

Party B: Hainan Hang Seng Zhongli Commercial Holding Co. LTD

 

After the friendly negotiation between Party A and Party B (hereinafter referred to as “both parties”), following the principle of equality and mutual benefit, on the basis of complementary advantages, both parties collaborate on integrating the advantageous resources, and plan to establish a long-term and in-depth cooperation. Therefore, both parties hereby reached to a Cooperation Agreement (hereinafter referred to as “This Agreement”) as follows:

 

I. Purpose of Cooperation

 

1. Both parties intend to establish a close, long-term and harmonious cooperative relationship, giving full play to their respective strengths in the supply chain of pet food, pet food live streaming and pet food channel distribution, etc., so as to realize complementary advantages and long-term development.

 

2. The basic principles of This Agreement are mutual voluntariness, equality, win-win, mutual benefit, mutual support and promotion, common development, adherence to trade secrets, and joint market development.

 

3. Both parties shall give full play to their respective advantages, improve competitiveness, and jointly explore the market.

 

4. This Agreement serves as the framework agreement, and will define the basic principles of cooperation between both parties, and shall serve as a guiding document for long-term cooperation between both parties in the future, as well as the basis for both parties to sign relevant contracts.

 

II. Scope of Cooperation

 

1. The scope of cooperation of this Agreement includes but is not limited to market development, customer loyalty program, and technical service cooperation between both parties in supply chain of pet food, pet food live streaming, pet food channel distribution, etc., which shall be subject to the written agreement of both parties.

 

2. As a cross-border trade procurement company, Party A is responsible for the supply of commodities, and Party B is responsible for the multi-channel sales

 

 

 

 

3. During the cooperation time, Party A may choose whether to continue the cooperation with Party B in the following year based on the total sales performance of Party B in the current year. If Party B can complete the total sales target of the current year, This Agreement shall be automatically renewed, and both parties shall discuss and develop the sales target and dividend plan for the next year to be completed by Party B at the end of the current year.

 

Within the first year from the date of signing This Agreement, the sales target of Party B is expected to be $20 million products (subject to the actual income of Party A); if Party B completes the sales target mentioned above in advance within this period, Party A may give a certain amount of bonus to Party B when formulating the sales distribution for the next year based on the actual sales performance of Party B in the current year.

 

III. Both Parties’ Responsibilities

 

1. Both parties shall cooperate to jointly build the “pet food public supply chain platform and distribution” platform, and the office location designated for both parties is: Wanke Longqinwan Resort Complex Building, Binhai Avenue, Xiuying District, Haikou City, Hainan Province

 

2. Party A’s responsibilities are: in-depth development of supply chain management and empowerment, TikTok authorized store empowerment, develop pet food cloud storage and distribution platform

 

3. Party B’s responsibilities are: brand promotion, livestreaming developing target for influencers, short videos development for influencers, influencer recruitment for channel distribution.

 

4. During the period of cooperation, Party A and Party B may, based on the actual development of their own resources, choose to share resources and jointly develop new projects and new cooperation modes. For new projects jointly developed by both parties, a new cooperation agreement shall be signed according to the specific situation of the project to stipulate relevant contents.

 

IV. Term of Cooperation

 

1. Both parties are committed to establishing a long-term and in-depth cooperative relationship. If either party considers that the other party’s behavior infringes upon its legitimate rights and interests, or for any other appropriate reason, the party may terminate This Agreement by consensus when the party deems it unnecessary or impossible to cooperate. In this situation, neither party shall be liable for any legal liabilities and consequences. Upon termination of This Agreement, both parties shall immediately stop the external promotion in the name of the other party.

 

2. If either party intends to terminate this Agreement, the party shall negotiate with the other party at least 30 days in advance.

 

3. If both parties agree to terminate this Agreement, they shall continue to perform the purchase and/or sales agreement of each project that had been signed during the cooperation period until the completion of such purchase and/or sales agreement, or until the termination of such project cooperation upon mutual consent of both parties.

 

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V. Operation Cycle and Profit Distribution Method

 

1. The parties shall define the self live streaming accounts and the cooperation matrix account. 60% of the net profit (tax included) shall belong to Party B and 40% of the net profit shall belong to Party A, except for the operating expenses (including traffic cost, influencers’ salary and bonus, platform share, platform convenience fee and other operating expenses, hereinafter referred to as “operating expenses”). The operating expenses of the self live streaming account and the cooperation matrix account shall be responsible by Party B.

 

2. Party B shall be responsible for the operating expenses for the influencers to develop the self live streaming account and the cooperation matrix account of the other business segment, and the distribution business, agent operation business, distribution business and entrusted sales business for the third party derived from it. However, Party B shall enjoy 60% of the net profit (tax included) as business share, and the remaining profit shall be owned by Party A. In addition, if Party A is requested to provide the site, the cost of the site shall be regarded as the operating expense, and the corresponding part shall be deducted from the share to be distributed to Party B.

 

3. Party B shall issue an invoice to Party A within two days upon receipt of the fees paid by Party A, and both parties shall settle the business of the month at the end of each month. Upon confirmation, Party A shall pay the relevant fees to Party B before the 10th day of the following month.

 

VI. Confidentiality Clause

 

Both parties shall be obliged to keep confidentiality in terms of the business, technical information, and trade secrets of the other party that they gain or hold in the course of business cooperation. The information shall not be disclosed to a third party without the written consent of the other party. If either party breaches the confidentiality clause and leads to losses to the other party, the breaching party shall bear corresponding economic and legal liabilities.

 

VII. Receipt of Notice

 

Communication between the parties shall include but is not limited to the following, and other contact information as notified in a written format by the parties:

 

Party A: Flower Crown (China) Holding Group Co. LTD

Address:

E-mail:

 

Party B: Hainan Hang Seng Zhongli Commercial Holding Co. LTD

Address:

Contact person:

E-mail:

 

The parties to This Agreement may send documents to other parties by express delivery, in-person delivery, or E-mail.

 

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VIII. The Force Majeure

 

In case of force majeure factors (such as natural disasters, war, and social major changes, etc.) take place and prevent the store from normal operation, which prevents any parties to perform This Agreement, the affected party can suspend the execution of This Agreement, and it will not be deemed as default, and the responsibility of both parties also postpone. The affected party shall promptly provide proof of the occurrence of the force majeure to other parties, failing which, it shall be deemed that the force majeure has not occurred. If the force majeure event is permanently irrecoverable or its effects cannot be eliminated, the other party has the right to terminate This Agreement. If This Agreement is thus terminated, neither party shall be in breach of This Agreement.

 

IX. Supplementary Articles

 

1. This Agreement is the basis of the strategic cooperation between both parties. In the condition that both parties subsequently reach new matters or develop specific contracts for cooperation, or if there is any discrepancy between the terms of the specific contracts and the matters set forth in This Agreement, the subsequent agreements, and specific contracts shall prevail.

 

2. The modification, termination, and other matters not covered herein shall be separately entered into by both parties in a supplementary agreement upon mutual agreement.

 

3. Disputes in connection with This Agreement shall be settled by both parties through friendly negotiation. If the negotiation fails, the dispute shall be under the jurisdiction of the People’s Court of the place where Party A is located.

 

4. This Agreement is made in duplicate, with each party holding one copy. This Agreement shall come into force after being sealed by both parties and have the same legal effect.

 

(No text below)

 

Party A (Sealed):

Signed by an authorized representative of the legal person:

Date:

 

Party B (Sealed):

Signed by an authorized representative of the legal person:

Date:

 

 

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Exhibit 99.1

 

JX Luxventure Limited Signs Pet Food Agreement with a Leading Distributor in China for $20,000,000 Annual Sales Amount

 

JX Luxventure Limited (Nasdaq: LLL) (the “Company”), a company delivering comprehensive products solutions to global high-net-worth families serviced by our business customers with business segments covering tourism, duty-free cross-border merchandise, eCommerce and B2B SAAS solutions, and menswear, announced today that on October 3, 2022, Flower Crown (China) Holding Group Co., Ltd. (“JXFC”), a wholly owned subsidiary of the Company, entered into and executed a Strategic Cooperation Framework Agreement (the “Agreement”) with Hainan Hang Seng Zhongli Commercial Holding Co., Ltd. (“HS Zhongli”), a leading distributor of pet products in China, for the sale, marketing and distribution of JXFC’s pet food products by HS Zhongli. The Agreement provides that the target annual sales amount of JXFC’s pet food products is $20,000,000 and if HS Zhongli achieves this targeted annual sales amount, the Agreement will be automatically renewed for an additional year.

 

Ms. Sun “Ice” Lei, Chief Executive Officer of the Company commented: “The signing of this Agreement is significant for us as we enter into the 4th quarter of 2022 in a rapidly evolving macro environment. Following the execution of this Agreement, we have signed over US$160,000,000 contracts since March of 2022, which enables us to achieve strong revenue growth as a result of our business transformation. Pet food products continue to be in recession-resistant demand and this validates the management’s decision to expand into the cross-border pet-food sector, as it provides robust growth and a healthy profit margin. This is the second year of the three-year turn-around strategy, and we are very pleased with the execution thus far. Our non-menswear business is on course to achieve profitability on an adjusted basis in 2022. Looking forward, we are confident we will deliver a brighter and more profitable 2023 result for our shareholders.”

 

About JX Luxventure Limited

 

Headquartered in Haikou, China, JX Luxventure Limited is a company delivering comprehensive products solutions to global high-net-worth families serviced by its business customers with business segments covering tourism, duty-free cross-border merchandise, eCommerce and B2B SAAS solutions, and menswear. To learn more about the Company, please visit its corporate website at en.jxluxventure.com.

 

Safe Harbor Statement

 

This press release may contain certain “forward-looking statements” relating to the business of JX Luxventure Limited, and its subsidiary companies. All statements, other than statements of historical fact included herein, are “forward-looking statements” in nature within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, often identified by the use of forward-looking terminology such as “believes,” “expects” or similar expressions, involve known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company’s actual results could differ materially from those anticipated in these forward-looking statements due to a variety of factors, including those discussed in the Company’s periodic reports filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.