JX Luxventure Group Inc 6-K, filed Jan 15, 2025
JX Luxventure Group Inc. (JXG)
About this 6-K
JX Luxventure Group Inc filed this 6-K on January 15, 2025.
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 January 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 January 13, 2025, Jin Xuan (Hainan) Holding Co., Ltd. (“JX Hainan”), a subsidiary of JX Luxventure Group Inc. (the “Company”), entered into and executed a 2025 Strategic Annual Cooperation Agreement (the “Agreement”) with Hainan Cross-border E-Commerce Association (“HCEA”). Pursuant to the terms of the Agreement, the Company anticipates that HCEA will sell US$20,000,000 worth of cross-borders products within one year. If HCEA meets this sales target pursuant to the terms of the Agreement, both parties will sign an additional supply and sales agreement. If HCEA fails to achieve the sales target, the Agreement will be terminated. An English translation of the Agreement is filed herewith as Exhibit 10.1.
On January 15, 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: January 15, 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 Annual Cooperation Agreement | |
| 99.1 | Press Release |
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Exhibit 10.1
2025 Strategic Annual Cooperation Agreement
Party A: Jinxuan (Hainan) Holding Group Co., Ltd.
Party B: Hainan Cross-Border E-Commerce Association
After friendly negotiations, Party A and Party B, based on the principles of equality, mutual benefit, and complementary advantages, have established a strategic cooperative relationship. Both parties agree to integrate their respective resources and establish a long-term strategic partnership for mutual development. To this end, both parties have reached the following strategic cooperation framework agreement (hereinafter referred to as the “Framework Agreement”):
1. Purpose of Cooperation
| 1. | Both parties will establish a close, long-term, and harmonious strategic partnership, leveraging their respective strengths to cooperate in areas such as cross-border supply chains for duty-free products, achieving complementary advantages and mutual development. |
| 2. | The basic principles of this agreement are voluntary equality, mutual benefit, mutual promotion, common development, adherence to business confidentiality, and joint market development. |
| 3. | Both parties will fully utilize their respective advantages to enhance competitiveness and jointly explore the market. |
| 4. | This agreement is an annual framework agreement that establishes the basic principles of cooperation between the two parties. It serves as a guiding document for future long-term cooperation and the basis for signing related contracts. |
2. Scope of Cooperation
| 1. | This annual framework agreement includes, but is not limited to, in-depth market development, customer relationship maintenance, and technical service cooperation in areas such as cross-border supply chains for duty-free products. |
| 2. | Party A possesses a mature cross-border trade business system and is responsible for supplying goods, while Party B is responsible for multi-channel sales. |
| 3. | From the date of signing this agreement, Party B is expected to achieve sales of USD 20 million worth of products within one year (subject to the actual revenue confirmed by Party A). If Party B completes the sales target ahead of schedule, both parties will sign an additional supply and sales agreement. If Party B fails to achieve the sales target, this agreement will be terminated. |
3. Content of Cooperation
| 1. | For different supply and procurement projects, both parties will sign relevant project contracts based on the specific circumstances of each project. Party A will provide Party B with detailed quotation lists, supply timelines, and logistics clearance services based on Party B’s procurement needs. |
| 2. | Both parties may also choose to share resources and jointly develop new projects based on their actual resource situations. For projects developed through resource sharing, a strategic cooperation agreement will be signed as a supplement. |
4. Duration of Cooperation
| 1. | Both parties are committed to establishing a long-term strategic cooperative relationship. If either party believes that the other party’s actions have infringed upon their legitimate rights and interests or for any other appropriate reason, and if both parties agree that cooperation is no longer necessary or possible, the agreement may be terminated by mutual consent without any legal liability or consequences. After the termination of the agreement, both parties shall immediately cease any external publicity conducted in the name of the other party. |
| 2. | If one party wishes to terminate this agreement, they must notify the other party 30 days in advance for consultation. |
| 3. | When both parties agree to terminate this framework agreement, they shall continue to fulfill the project procurement and/or sales agreements signed during the cooperation period until the completion of such agreements or until both parties agree to terminate the project cooperation. |
5. Confidentiality Principle
Both parties shall maintain confidentiality regarding the business, technical information, and trade secrets of the other party that they become aware of or possess during the course of cooperation. Such information shall not be disclosed to any third party without the written consent of the other party. If either party violates this confidentiality clause and causes damage to the other party, the breaching party shall bear the corresponding economic and legal liabilities.
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6. Force Majeure
In the event of force majeure (such as natural disasters, wars, and significant social changes) that prevents normal business operations, or if the entry of a Douyin brand prevents the sale of purchased products and hinders the performance of this agreement, the affected party may temporarily suspend the execution of this agreement without being considered in breach of contract. The responsibilities of both parties shall be postponed accordingly. The affected party shall promptly provide proof of the force majeure event to the other party. Failure to provide such proof shall be deemed as if the force majeure event did not occur. If the force majeure event is permanently irreparable or its effects cannot be eliminated, the other party has the right to terminate the agreement. If the agreement is terminated due to such circumstances, neither party shall be considered in breach of contract.
7. Supplementary Provisions
| 1. | This agreement serves as the foundation for the strategic cooperation between the two parties. If both parties reach new agreements or sign specific contracts regarding the cooperation project in the future, or if the terms of the specific contracts conflict with the terms of this agreement, the terms of the subsequently signed agreements or specific contracts shall prevail. |
| 2. | Any changes, termination, or other matters not covered in this agreement shall be subject to mutual consultation between the two parties, and a supplementary agreement shall be signed accordingly. |
| 3. | Any disputes related to this agreement shall be resolved through friendly negotiations between the two parties. If no agreement can be reached, the dispute shall be under the jurisdiction of the People’s Court where Party A is located. |
| 4. | This agreement is made in two copies, with each party holding one copy. The agreement shall take effect upon being signed and sealed by both parties and shall have the same legal effect. |
| Party A: (Seal) | Party B: (Seal) |
| Signing Date: January 13. 2025 | Signing Date: January 13. 2025 |
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Exhibit 99.1
JX Luxventure Signs Blockbuster USD20,000,0000 Strategic Annual Cooperation Agreement
HAIKOU, China, January 15, 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 January 13, 2025, Jinxuan (Hainan) Holding Group Co., Ltd. (“JX Hainan”), a subsidiary of the Company, entered into and executed a 2025 Strategic Annual Cooperation Agreement (the “Agreement”) with Hainan Cross-border E-Commerce Association (“HCEA”). We anticipate that this Agreement will start a long-term strategic partnership collaboration between the parties, and that HCEA will meet its target of selling US$20,000,000 worth of cross-borders products within one year, as stated in the Agreement.
Ms. Sun “Ice” Lei, Chief Executive Officer of the Company, commented: “Hainan Free Trade Port has created remarkable opportunities for the cross-border e-commerce industry. We believe that this $20 million procurement order marks just the beginning for the Company to implement such an opportunity. Through technological innovation, resource integration, and compliance support, we will empower more small and medium-sized enterprises to access global markets, achieve sustainable growth, and bring new energy to the global trade ecosystem.”
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 release may contain certain “forward-looking statements” relating to the business of JX Luxventure Group Inc., 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 Group Inc.
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