6-K
JX Luxventure Group Inc. (JXG)
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 July 2025
(Report No. 2)
Commission File Number 001-35715
JX Luxventure Group Inc.
(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 ☐
On July 27, 2025, Jin Xuan (Hainan) Holding Co., Ltd. (“JX Hainan”), a wholly-owned subsidiary of JX Luxventure Group Inc. (the “Company”), entered into a 2025 Strategic Cooperation Framework Agreement (the “Agreement”) with Qingxiang (Hainan) Cross-Border E-Commerce Co., Ltd. (“HCBEC”). Pursuant to the Agreement, HCBEC will commit to purchasing of not less than $15,000,000 in cross-border products supplied by JX Hainan, encompassing duty-free skincare, health supplements, and lifestyle goods. An English translation of the Agreement is filed herewith as Exhibit 10.1.
On July 29, 2025, the Company issued a press release with respect to the Agreement, 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: July 29, 2025 | JX Luxventure Group Inc. | |
|---|---|---|
| By: | /s/ Sun Lei | |
| Sun Lei Chief Executive Officer |
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EXHIBIT INDEX
| Exhibit Number | Description |
|---|---|
| 10.1 | 2025 Strategic Cooperation Framework Agreement |
| 99.1 | Press Release |
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Exhibit 10.1
2025 Strategic Cooperation Framework Agreement
Party A: Jin Xuan (Hainan) Holding Group Co., Ltd.
Party B: Qingxiang (Hainan) Cross-Border E-Commerce Co., Ltd.
After friendly negotiations and in accordance with the principles of equality, mutual benefit, and complementary advantages, Party A and Party B hereby establish a cooperative relationship. Both parties agree to integrate their respective resources and establish a long-term strategic partnership for mutual development. The terms of this cooperation framework agreement (hereinafter referred to as the “Agreement”) are as follows:
I. Purpose of Cooperation
| 1. | Both parties shall establish a close, long-term, and harmonious cooperative relationship, leveraging their respective strengths to<br>collaborate in the following areas: |
|---|---|
| o | Cross-border duty-free supply chain for skincare products, health supplements, and other daily necessities under Party A’sdesignated brands. |
| --- | --- |
| o | Other duty-free/bonded product sectors designated by Party A.<br><br>The goal is to achieve complementary advantages and mutual development. |
| --- | --- |
| 2. | The fundamental principles of this Agreement are voluntariness, equality, mutual benefit, shared growth, confidentiality, and joint<br>market development. |
| --- | --- |
| 3. | Both parties shall maximize their strengths to enhance competitiveness and jointly explore market opportunities. |
| --- | --- |
| 4. | This Agreement serves as an annual framework, outlining the basic principles of cooperation. It shall act as a guiding document for<br>long-term collaboration and the foundation for future contracts. |
| --- | --- |
| 5. | The term “Party A” in this Agreement includes its branches, subsidiaries, and affiliated companies (e.g., “Jinxuan<br>(Shenzhen) International Trade Co., Ltd.”), collectively referred to as “Party A.” |
| --- | --- |
II. Scope of Cooperation
| 1. | This Agreement covers, but is not limited to, in-depth market development, customer relationship maintenance, and technical service<br>cooperation in the cross-border duty-free supply chain and related fields. |
|---|---|
| 2. | Party A possesses a mature cross-border trade system and shall be responsible for product supply, while Party B shall handle multi-channel<br>sales. |
| --- | --- |
| 3. | Within one year of signing this Agreement, Party B is expected to achieve sales of USD 15 million (subject to Party<br>A’s confirmed actual revenue). If Party B exceeds the target ahead of schedule, both parties shall negotiate additional supply agreements.<br>If Party B fails to meet the target, this Agreement shall be terminated. |
| --- | --- |
III. Cooperation Details
| 1. | For specific procurement projects, both parties shall enter into corresponding contracts and appendices. Party A shall provide detailed<br>price lists, delivery schedules, and logistics/customs clearance services based on Party B’s procurement needs. |
|---|---|
| 2. | Both parties may also collaborate on new projects by sharing resources. Such joint projects shall require supplementary strategic<br>cooperation agreements. |
| --- | --- |
IV. Term of Cooperation
| 1. | Both parties commit to a long-term cooperative relationship. Either party may propose termination if it deems the other party’s<br>actions harmful to its rights or for any other valid reason. Termination shall require mutual consent, and neither party shall bear legal<br>liability. Upon termination, both parties shall cease all promotional activities using the other party’s name. |
|---|---|
| 2. | Either party intending to terminate this Agreement must provide 30 days’ prior notice and negotiate with the other party. |
| --- | --- |
| 3. | Upon termination of this Agreement, both parties shall continue fulfilling any active procurement/sales agreements until completion<br>or mutual termination. |
| --- | --- |
V. Confidentiality
Both parties shall maintain strict confidentiality regarding any business, technical, or proprietary information disclosed during cooperation. Unauthorized disclosure to third parties is prohibited. Breach of confidentiality shall result in liability for damages.
VI. Force Majeure
If either party is hindered by force majeure events (e.g., natural disasters, war, or significant societal changes), it may suspend performance without liability. The affected party must provide proof of force majeure; failure to do so voids the claim. If the force majeure event is irreversible, the other party may terminate the Agreement without penalty.
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VII. Miscellaneous
| 1. | This Agreement forms the basis for strategic cooperation. Any subsequent agreements or specific contracts shall supersede conflicting<br>terms herein. |
|---|---|
| 2. | Amendments, termination, or unresolved matters shall be addressed through supplementary agreements. |
| --- | --- |
| 3. | Disputes shall first be resolved through friendly negotiation; unresolved disputes shall be submitted to the jurisdiction of the People’s<br>Court in Party A’s location. |
| --- | --- |
| 4. | This Agreement is executed in duplicate, with one copy for each party. It becomes effective upon signing and has equal legal force. |
| --- | --- |
(End of Text)
Party A (Seal):
Party B (Seal):
Date: July 27, 2025
Date: July 27, 2025
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Exhibit 99.1
JX Luxventure Announces the Transformative $15,000,000Cooperation Agreement
HAIKOU, China, July 29, 2025 /PRNewswire/ JX Luxventure Group Inc. (Nasdaq: JXG) (the “Company”), a technology company engages in integrated tourism services, including tourism, duty-free cross-border goods, and comprehensive e-commerce technology solutions, today announced that, on July 27, 2025, Jin Xuan (Hainan) Holding Group Co., Ltd. (“JX Hainan”), a subsidiary of the Company, entered into a 2025 Strategic Cooperation Framework Agreement (the “Agreement”) with Qingxiang (Hainan) Cross-Border E-Commerce Co., Ltd. (“HCBEC”).
Under the Agreement, HCBEC commits to purchasing of not less than $15,000,000 in cross-border products supplied by JX Hainan, encompassing duty-free skincare, health supplements, and lifestyle goods. This partnership leverages Hainan’s Free Trade Port policies to strengthen supply chain efficiency and market expansion.
Ms. Sun “Ice” Lei, Chief Executive Officer of JX Luxventure Group, commented: “This strategic cooperation with HCBEC underscores our leadership in cross-border e-commerce and duty-free supply chain solutions and marks a key milestone in our mission to bridge global brands with China’s booming duty-free market. With Hainan’s progressive trade policies driving demand, we are well-positioned to capitalize on this procurement commitment. Our integrated logistics, compliance expertise, and technology platform will ensure seamless execution, delivering value to both partners and consumers. .”
About JX Luxventure Group Inc.
Headquartered in Haikou, China, JX Luxventure Group Inc. is a technology company engages in integrated tourism services, including tourism, duty-free cross-border goods, and comprehensive e-commerce technology solutions. To learn more about the Company, please visit its corporate website at https://www.jxluxventure.com/en/.
Safe Harbor Statement
This press releasemay contain certain “forward-looking statements” relating to the business of JX Luxventure Group Inc., and its subsidiarycompanies. All statements, other than statements of historical fact included herein, are “forward-looking statements” in naturewithin the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, often identified by theuse of forward-looking terminology such as “believes,” “expects” or similar expressions, involve known and unknownrisks 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 unduereliance on these forward-looking statements, which speak only as of the date of this press release. The Company’s actual resultscould differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including thosediscussed 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 qualifiedin their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update theseforward-looking statements.