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 x Form 40-F o
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): o
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): o
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 10, 2022, JX Luxventure Limited (the “Company”) entered into and executed a binding memorandum of understanding (the “MOU”) with Shenzhen Zhongjiyingfeng Investment Co., Ltd. (the “Purchaser”) with respect to a contemplated sale by the Company to the Purchaser of 100% ownership in Hongri International Holding Limited (“Hongri”), a subsidiary through which the Company operates its menswear business, in consideration for $10,000,000 (the “Sale and Purchase Transaction”). The consummation of the Sale and Purchase Transaction is contingent upon the parties entering into a stock purchase agreement or other agreement in a form customary for transactions of this type (the “Definitive Agreement”) within 30 calendar days from the date hereof (unless an extension is granted by the Company in writing) and other closing conditions. The Definitive Agreement, if entered by the Company and the Purchaser, shall extinguish and supersede this MOU. The entering and execution of the MOU by the Company was approved by the board of directors of the Company and holders of a majority of the outstanding capital stock of the Company on October 5, 2022.
The foregoing description of the MOU does not purport to be complete and is qualified in its entirety by reference to the full text of such document, a copy of which is attached to this report on Form 6-K as Exhibit 10.1 and incorporated herein by reference. On October 10, 2022, the Company issued a press release with respect to the entering and execution of the MOU, which is furnished herewith as Exhibit 99.1.
Effective as of today, October 10, 2022, the Company’s common stock has begun trading on the Nasdaq Capital Market under the Company’s new trading symbol, JXJT. The change of the Company’s trading symbol was approved and authorized by the board of directors of the Company and holders of a majority of the outstanding capital stock of the Company on October 5, 2022. The Company announced the change of its trading symbol in the press release furnished herewith as Exhibit 99.2.
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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 10, 2022 | JX Luxventure Limited | |
| By: | /s/ Sun Lei | |
| Sun Lei | ||
| Chief Executive Officer | ||
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EXHIBIT INDEX
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Exhibit 10.1
Binding Memorandum of Understanding
October 10, 2022
This Summary of Terms and Provisions sets forth certain principal terms of a proposed transaction relating to the purchase of all outstanding capital stock of Hongri International Holding Limited (“Hongri”) by Shenzhen Zhongjiyingfeng Investment Co., Ltd. (“Purchaser”) from JX Luxventure Limited (“Seller” or the “Company”). This Memorandum of Understanding (the “MOU”) is intended to constitute a binding agreement between the parties hereto, and the parties hereto will be bound to each other in any respect to the terms hereof.
| Purchase Price | Purchaser will pay to the Company a total sum of USD 10,000,000 in consideration for acquiring 100% ownership in Hongri International Holding Limited’s capital stock. |
| Structure | The parties hereto intend that the proposed transaction be affected by way of a stock purchase agreement or other agreement in a form customary for transactions of this type (the “Definitive Agreement”). If a Definitive Agreement is reached, it shall extinguish and supersede this MOU. |
| Time for Closing | Promptly after the execution of this MOU, the parties hereto will negotiate in good faith the Definitive Agreement and any ancillary documentation. The parties hereto intend to enter into the Definitive Agreement as soon as practicable, and no later than 30 calendar days from the date hereof, unless an extension is granted by the Seller in writing, with the understanding that if a Definitive Agreement is not entered into within 30 days of the date hereof, the Seller may terminate this MOU. |
| Conditions to Closing | ● Completion and satisfaction of due diligence of the parties hereto.
● Obtaining of all requisite third-party consents, creditor and lien holder consents and other necessary consents.
● Company shareholders’ approval of the transaction having been obtained.
● The Company having obtained all necessary resolutions from its board of directors, approving and authorizing the Company to enter into and execute the Definitive Agreement. |
| Access and Cooperation | The parties hereto shall cooperate with each other with regard to any filings, approvals or consents required to affect the proposed transaction. The parties hereto shall provide each other with reasonable access to their respective books and records and cooperate with each party’s ongoing due diligence efforts. All nonpublic information thus obtained by any party will be treated as confidential and if the proposed transaction is not consummated. all documents or copies thereof obtained by any of the parties will be destroyed. |
| Term | This MOU shall have a term of 6 months, provided, that the Company may terminate this MOU at any time if it receives an offer to purchase Hongri that the Company’s board of directors determines is superior to the Purchaser’s offer to purchase and would be in the best interests of the Company’s shareholders. |
| Confidentiality | Neither Party shall disclose the content of this MOU without prior authority of the non-disclosing party. |
| Transaction Expenses | Each party hereto shall be responsible for their own transaction expenses. |
| Governing Law | This MOU shall be governed by and construed in accordance with the laws of the state of Delaware. |
| Shenzhen Zhongjiyingfeng Investment Co., Ltd. | ||
| By: | /s/ Fang Kai | |
| Fang Kai | ||
| JX Luxventure Limited | ||
| By: | /s/ Sun Lei |
|
| Sun Lei | ||
Exhibit 99.1
JX Luxventure Limited Signs the Binding Memorandum of Understanding to Sell Its Menswear Business
JX Luxventure Limited (Nasdaq: JXJT) (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, today announced that it has signed a binding memorandum of understanding (the “MOU”) with Shenzhen Zhongjiyingfeng Investment Co., Ltd. (“Purchaser”), pursuant to which the Purchaser will acquire from the Company 100% ownership in Hongri International Holding Limited (“Hongri”), a wholly-owned subsidiary of the Company through which the Company operates its menswear business segment, in consideration for US$10,000,000 (the “Sale and Purchase Transaction”). Pursuant to the MOU, the parties intend within 30 calendar days from the date hereof to enter into a stock purchase agreement or other agreement in a form customary for transactions of this type (the “Definitive Agreement”), which shall extinguish and supersede this MOU, and to negotiate in good faith the Definitive Agreement and any ancillary documentation.
The sale of Hongri and the divestment of the menswear business pursuant to the Definitive Agreement will allow the Company to focus more resources on its other segments and areas of the business, including travel, cross-border merchandise business and eCommerce business where the Company is uniquely positioned to maximize its growth and drive positive impact. As the Company’s menswear business has never fully recovered from the impact of Covid and incurred significant loss during the past two years, it has chosen to strategically divest its menswear business and will reinvest the proceed in its more profitable continuing business.
“The global economy has shifted and is experiencing unprecedented changes that call for a renewed focus on sustainable growth and profits. The Company appreciate the tremendous effort made by our special committee for the sale of the menswear business segment led by the Chairman, Mr. Huidan Li.,” Ms. Sun “Ice” Lei, Chief Executive Officer of the Company said: “We are delighted to enter into this MOU with the Purchaser. This strategic move enables us to build on our momentum on improving margins and concentrate our travel, duty-free cross-border merchandise and eCommerce business. Once the Sale and Purchase Transaction is closed, we are confident that our three continuing business segments will soon return the overall profitability to our shareholders.”
About JX Luxventure Limited
Headquartered in Haikou, China, JX Luxventure Limited is a company delivering comprehensive products solutions to global elite families serviced by our business customers with business segments covering menswear, cross-border merchandise and tourism. 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.
Exhibit 99.2
JX Luxventure Limited Announces Change of its Trading Symbol
Haikou, CHINA, October 10, 2022 — JX Luxventure Limited (NASDAQ: JXJT) (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, today announced that it changed its trading symbol from “LLL” to “JXJT” and that at the opening of the market today, the Company’s common stock began trading on the Nasdaq Capital Market under the Company’s new trading symbol, JXJT.
About JX Luxventure Limited
Headquartered in Haikou, China, JX Luxventure Limited is a company delivering comprehensive products solutions to global elite families serviced by our business customers with business segments covering menswear, cross-border merchandise and tourism. 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.