JX Luxventure Group Inc 6-K, filed Jun 22, 2022
JX Luxventure Group Inc. (JXG)
About this 6-K
JX Luxventure Group Inc filed this 6-K on June 22, 2022.
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 June 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 June 17, 2022, Jin Xuan Luxury Tourism (Hainan) Digital Technology Co., Ltd. ("JX Hainan"), a subsidiary of JX Luxventure Limited (the “Company”), entered into and executed a Framework Agreement on Strategic Cooperation (the "Agreement") with Hainan Douxing Cultural Media Co., Ltd. (“Hainan Douxing”), one of the major live stream content providers with over 30 A list live streamers and reaches over 30,000,000 followers in China. Pursuant to the Agreement, Hainan Douxing will sell JX Hainan cross-border merchandise, including cosmetics and skincare products, in the amount up to USD30,000,000 on the live-stream E-commerce shows hosted by Hainan Douxing. An English translation of the Agreement is filed herewith as Exhibit 10.1.
On June 22, 2022, the board of director of the Company authorized a share repurchase program of up to US$5,000,000 of the Company’s common stock from time to time during a 12-month period by Sun “Ice” Lei, Chief Executive Officer of Company (the “Share Repurchase Program”). Although Sun Lei will not sell the shares in the public market for at least two years, she intends to establish a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, to comply with the requirements under Rule 10b5-1 with respect to the purchases and potential sales of the Company’s shares in the future.
On June 22, 2022, the Company issued a press release with respect to the Share Repurchase Program and the Agreement. The Press Release 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: June 22, 2022 | JX Luxventure Limited | |
| By: | /s/ Sun Lei | |
| Sun Lei | ||
| Chief Executive Officer | ||
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EXHIBIT INDEX
| Exhibit Number | Description | |
| 10.1 | Framework Agreement on Strategic Cooperation Agreement | |
| 99.1 | Press Release |
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Exhibit 10.1
Framework Agreement on Strategic Cooperation
Party A: JXLuxventure (Hainan) Technology Co., Ltd.
Party B: Hainan Douxing Cultural Media Co. Ltd.
Party A and Party B (hereinafter collectively referred to as “both parties”) plan to build strategic cooperative relations based on the principle of equality, mutual benefit, and complementary advantages through friendly negotiation. Both parties plan to establish a strategic partnership for long-term collaborative development on the basis of mutual benefit and integrating superior resources. Thus, the Framework Agreement on Strategic Cooperation is reached through friendly negotiation (hereinafter referred to as “this Framework Agreement”) by both parties.
I. Cooperation Principle
1. Through the establishment of a close, long-term and friendly strategic cooperation partnership, both parties shall give full play to their respective advantages. To carry out cooperation in cosmetics and skincare products, consumer goods supply chain, cross-border trade and related fields around the world, both parties shall contribute to further increase the overall market share, improve operational efficiency, reduce operating costs, realize resource cooperation, complement each other’s advantages and achieve collaborative development.
2. The basic principles of this Framework Agreement are voluntariness, equality, win-win, mutual benefit and support, collaborative development, adherence to trade secrets and joint market development.
3. Both parties shall give full play to the advantages, improve competitiveness, and jointly explore the market.
4. This Framework Agreement is an agreement that defines 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
This Framework Agreement includes but is not limited to market in-depth development, customer loyalty program, and technical service cooperation between Party A and Party B in cosmetics and skincare products, consumer goods supply chain, cross-border trade and related fields around the world.
III. Cooperation Content
1. Both parties agree to be long-term strategic partners of each other. Party A is a cross-border merchandise supplier company, Party B is a new media operation agency that has domestic industrial advantages. Both parties agree to reach the cooperation approach as follows: Party B shall, under the same condition, grant Party A an exclusive right to supply cross-broader merchendise, and entrust Party A to be responsible for and track the work related to cross-border business procurement. Under the same conditions, Party A shall give priority to collaborating with Party B for Dou Yin cross-border live broadcasting sales. Both parties agree that the estimated annual purchase quantity is as follows: from the effective date of this contract, the purchased quantity in the first year is about USD 30,000,0000.
2. For different procurement projects, Party A and Party B will sign relevant project contracts based on specific project conditions. Party A shall, based on Party B’s procurement requirements, provide Party B with a detailed quotation list, goods supply and delivery time, logistics clearance, and other services. Party B shall guarantee to complete the relevant work based on the quotation as required by Party A, and make sure that the commodities or services, delivery time, and quality of the commodities or services are in accordance with the provisions of the project contract.
3. Party A and Party B may also choose to share resources and jointly develop new projects and new models based on their resources. Projects jointly developed by both parties shall be supplemented by signing a new cooperation agreement according to the specific situation of the project.
IV. Term of Cooperation
1. Both parties are committed to establishing a long-term strategic 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 Framework 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 the termination of this Framework Agreement, both parties shall immediately stop the external publicity in the name of the other party.
2. If either party intends to terminate this Framework Agreement, the party shall negotiate with the other party at least 30 days in advance.
3. If both parties agree to terminate the Framework Agreement, they shall continue to perform all procurement/sales project contracts signed during the cooperation period until the performance of the project contract is completed, or they can terminate the project contracts upon mutual consent of both parties.
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V. Operation Cycle and Profit Distribution Method
1. Party A and the third party company International Global Shopping (Hainan) Cross-border E-commerce Co., LTD signed a relevant supply chain collaboration contract and agreement, this will specify the accounting period and other relevant contents of both parties.
2. Party A entrusts Party B to sell the products. Both parties shall designate the self-broadcast account and the cooperative matrix account and specify the goods that will be sold on Party A’s pallets. Party A shall enjoy 45% of the total net profit of the goods sold as a share except operating expenses (including traffic expenses, anchors’ salary and commission, platform sharing and other operating expenses, hereinafter referred to as “operating expenses”), and the rest shall be owned by Party B. Party B shall bear the operating expenses of the self-broadcast account and the cooperative matrix account.
3. Both parties shall negotiate how to operate that anchors incubate self-broadcast accounts and cooperative matrix accounts of other business segments, as well as derived agency operation business, training business, and entrusted sales business for third parties. Party B shall enjoy 55% of the gross profit as a business share, and the rest shall belong to Party A. If it is required for having a site, Party A shall be responsible for all expenses of site, personnel, and decoration.
4. Party A entrusts Party B to sell its prodcuts, and calculates profits separately according to products batch. If a batch of defective products is unsalable, both parties may negotiate to sell them at a lower price. If party A loses money as a result, Party A shall reduce the proportion based on the actual total marketing profit of this batch of goods. Party B shall, within 120 days upon the arrival of the goods in the designated bonded warehouse, complete the sale of this batch of goods through various channels (including but not limited to Dou Yin live broadcast, JD.com, TMall and other mainstream internet shopping platforms), failing which, Party B shall purchase back all the goods.
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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. Contact Information
Communication between the parties shall include but is not limited to the following, and other contact information as notified in writing by the parties:
Party A: JXLuxventure (Hainan) Technology Co., Ltd
Address: [Redacted]
Contact person: [Redacted]
E-mail: [Redacted]
Party B: Hainan Douxing Cultural Media Co. LTD
Address: [Redacted]
Contact person: [Redacted]
E-mail: [Redacted]
The parties to this Framework Agreement may send documents to other parties by express delivery, in-person delivery, or E-mail.
VIII. The Force Majeure
In case of force majeure factors (such as natural disasters, war, and significant social changes, etc.) negatively affect the store so that the store cannot normally operate, or the official brand enters into Dou Yin which leads to the purchased products cannot be sold, and prevents any party from performing the agreement, the affected party may suspend the execution of this Framework Agreement, which is not a breach and the liability of both parties is extended accordingly. The affected party shall promptly provide proof of the occurrence of force majeure to the other party, 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 Framework Agreement. If this Framework Agreement is thus terminated, neither party shall be in breach of this Framework Agreement
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IX. Supplementary Articles
1. This Framework Agreement is the basis of the strategic cooperation between both parties. In the condition that both parties subsequently reach new matters or enter into specific contracts for cooperation, or if there is any discrepancy between the terms of the specific contracts and the matters set forth in this Framework 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 Framework 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. The Framework Agreement is made in duplicate, with each party holding one copy. The agreement shall come into force after being sealed by both parties and have the same legal effect.
(No text below)
Party A (Seal):
Signed by an authorized representative of the legal person:
Date:
Party B (Seal):
Signed by an authorized representative of the legal person:
Date:
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Exhibit 99.1
JX Luxventure Announces US$5,000,000 Shares Repurchase Program and Signs
US$30,000,000 Sales Agreement
Haikou, CHINA, June 22, 2022— 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 menswear, cross-border merchandise and tourism, announced today that on June 20, 2022, the Company’s Board of Directors (the “Board”) has authorized a share repurchase program of up to US$5,000,000 of the Company’s common stock from time to time during a 12-month period by Sun “Ice” Lei, Chief Executive Officer of Company (the “Share Repurchase Program”). The Board has determined that the Share Repurchase Program is in the best interest of the Company and the Company’s shareholders based on their analysis that the current market capitalization of the Company is significantly lower than its intrinsic value and that this Share Repurchase Program will install shareholder confidence in the Company. The funds for the repurchases under the Share Repurchase Program will be personally provided by Sun “Ice” Lei. The Board will be periodically reviewing the Share Repurchase Program and may authorize adjustment of its terms and size.
The specific timing and amount of the proposed repurchases by Sun “Ice” Lei may be made from time to time on the open market at prevailing market prices, in privately negotiated transactions, in block trades or through other legally permissible means, and will be determined by the market and other conditions, securities law limitations and other applicable rules and regulations. Sun Lei will not sell the shares in the public market for at least two years.
The Company and Sun “Ice” Lei intend to make all repurchases in compliance with applicable regulatory guidelines and to administer the plan in accordance with applicable laws, including Rule 10b-8 of the Securities Exchange Act of 1934, as amended.
On June 17, 2022, Jin Xuan Luxury Tourism (Hainan) Digital Technology Co., Ltd. ("JX Hainan"), a subsidiary of the Company, entered into and executed a Framework Agreement on Strategic Cooperation (the "Agreement") with Hainan Douxing Cultural Media Co., Ltd. (“Hainan Douxing”), one of the major live stream content providers with over 30 A list live streamers and reaches over 30,000,000 followers in China. Pursuant to the Agreement, Hainan Douxing will sell JX Hainan cross-border merchandise, including cosmetics and skincare products, in the amount up to USD30,000,000 on the live-stream E-commerce shows hosted by Hainan Douxing.
Ms. Sun “Ice” Lei, Chief Executive Officer of the Company commented: “We believe that the current trading price of our stock is not a true reflection of our business value. We have confidence in our business and believe the stock price will soon reflect and match our business growth. This Share Repurchase Program confirms this belief and will unlock our shareholder value.
The agreement with Hainan Douxing is the fourth major cross-border merchandise-related contract signed by the Company’s subsidiaries since late March of 2022. We expect that four major contracts signed this year will increase the revenue of our cross-border merchandise business segment significantly in 2022.”
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 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 as a result of a variety of factors, including those discussed in the Company’s periodic reports that are 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.
SOURCE JX Luxventure Limited
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