JXG 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 November 2025
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 November 5, 2025, JX Luxventure Group Inc. (the “Company”) announced our unaudited financial results for 6 months ended on June 30, 2025. The Company’s unaudited interim condensed financial statements for the six months ended June 30, 2025 and 2024 are set forth below. On November 5, 2025, the Company issued a press release of the 6 months report furnished herewith as Exhibit 99.1.
| As of | ||||
|---|---|---|---|---|
| June 30, 2025 | December 31, 2024 | |||
| Non-current assets | ||||
| Property, plant and equipment-net | 1,953,137 | 2,128,316 | ||
| Intangible assets | 13,798,258 | 15,933,010 | ||
| Right of use assets | 8,111 | 11,868 | ||
| 15,759,506 | 18,073,194 | |||
| Current assets | ||||
| Trade receivables | 26 | 102 | ||
| Other receivables and prepayments | 15,532,558 | 10,429,962 | ||
| Cash and cash equivalents | 225,489 | 1,184,456 | ||
| 15,758,073 | 11,614,520 | |||
| Total assets | 31,517,579 | 29,687,714 | ||
| Current liabilities | ||||
| Short term bank loan | 1,506,973 | 1,643,993 | ||
| Note payable – related party | 2,120,000 | - | ||
| Trade and other payables | 1,850,572 | 2,612,191 | ||
| Income tax payable | 733,656 | 733,666 | ||
| Due to related parties | 1,330,561 | 3,783,415 | ||
| Advance from customer | 3,873 | - | ||
| Lease liabilities – current portion | 7,577 | 7,477 | ||
| 7,553,212 | 8,780,742 | |||
| Non-current liabilities | ||||
| Lease liabilities – non-current portion | 641 | 4,463 | ||
| Total non-current liabilities | 641 | 4,463 | ||
| Total liabilities | 7,553,853 | 8,785,205 | ||
| Equity | ||||
| Share capital | 524 | 225 | ||
| Series A equity interest with preferential rights | 1,240,000 | 1,240,000 | ||
| Series C equity interest with preferential rights | 1,500,000 | 1,500,000 | ||
| Series D equity interest with preferential rights | 3,120,000 | 3,120,000 | ||
| Series E equity interest with preferential rights | - | 2,152,500 | ||
| Series F equity interest with preferential rights | 1,140,000 | - | ||
| Share premium | 81,352,093 | 78,959,892 | ||
| Other reserve | 6,269,108 | 6,269,108 | ||
| Accumulated deficit | (69,615,782 | ) | (71,333,904 | ) |
| Foreign currency translation reserve | (1,042,177 | ) | (1,005,285 | ) |
| Shareholders’ equity | 23,963,766 | 20,902,536 | ||
| Non-controlling interests | (40 | ) | (27 | ) |
| Total equity | 23,963,726 | 20,902,509 | ||
| Total liabilities and equity | 31,517,579 | 29,687,714 |
All values are in US Dollars.
1
| For the six months ended | ||||
|---|---|---|---|---|
| June<br>30, 2025 | June<br>30, 2024 | |||
| Revenue | 25,178,767 | 28,183,431 | ||
| Cost of sales | (20,702,206 | ) | (23,831,263 | ) |
| Gross profit | 4,476,561 | 4,352,168 | ||
| Other income | 2,291 | 87,626 | ||
| Other losses | (28,460 | ) | (504 | ) |
| Distribution and selling expenses | (1,731,061 | ) | (1,084 | ) |
| Administrative expenses | (981,106 | ) | (1,539,455 | ) |
| Profit from operations | 1,738,225 | 2,898,751 | ||
| Finance costs | (20,115 | ) | (2,133 | ) |
| Profit before tax | 1,718,110 | 2,896,618 | ||
| Income tax expense | - | - | ||
| Profit for the period | 1,718,110 | 2,896,618 | ||
| Non-controlling interest | 12 | - | ||
| Profit attributed to shareholders | 1,718,122 | 2,896,618 | ||
| Other comprehensive loss | ||||
| - currency translation differences | (36,892 | ) | (538,553 | ) |
| Total comprehensive income for the period | 1,681,230 | 2,358,065 | ||
| Profit per share of common stock attributable to the Company | ||||
| - Basic | 0.47 | 1.91 | ||
| - Diluted | 0.33 | 1.82 | ||
| Weighted average shares outstanding: | ||||
| - Basic | 3,663,880 | 1,515,809 | ||
| - Diluted | 5,164,630 | 1,591,559 |
All values are in US Dollars.
2
| For the six months ended | ||||
|---|---|---|---|---|
| June 30, 2025 | June 30, 2024 | |||
| OPERATING ACTIVITIES | ||||
| Profit for the period | 1,718,110 | 2,896,618 | ||
| Adjustments for: | ||||
| Finance cost | 20,115 | 2,133 | ||
| Interest income | (56 | ) | (348 | ) |
| Depreciation of property, plant and equipment & investment property | 130,981 | 735 | ||
| Amortization of intangible assets | 2,148,305 | 511,495 | ||
| Amortization of right of use assets | 18,682 | - | ||
| Loss on disposal of property, plant and equipment | 28,460 | - | ||
| Operating cash flows before movements in working capital | 3,902,183 | 3,410,633 | ||
| (Increase)/Decrease in trade and other receivables | (5,137,245 | ) | 9,018,078 | |
| Decrease in trade and other payables | (773,310 | ) | (1,959,507 | ) |
| Increase/(Decrease) in income tax payable | 11,770 | (3,038 | ) | |
| NET CASH (USED IN)/FROM OPERATING ACTIVITIES | (1,834,188 | ) | 10,466,166 | |
| INVESTING ACTIVITIES | ||||
| Interest received | 56 | 348 | ||
| Proceeds on disposal of property, plant and equipment | 19,028 | - | ||
| Purchase of property, plant and equipment | - | (87,215 | ) | |
| Purchase of intangible assets | - | (11,822,592 | ) | |
| NET CASH FROM/(USED IN) INVESTING ACTIVITIES | 19,084 | (11,909,459 | ) | |
| FINANCING ACTIVITIES | ||||
| Proceeds on new bank loans | 1,516,696 | 623,701 | ||
| Repayment of bank loans | (1,654,578 | ) | - | |
| Interest paid | (20,115 | ) | (2,133 | ) |
| Advance from related party | 1,049,998 | 1,332,034 | ||
| Repayment of lease liability | (18,645 | ) | - | |
| NET CASH FROM FINANCING ACTIVITIES | 873,356 | 1,953,602 | ||
| NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS | (941,748 | ) | 510,309 | |
| Effects of foreign currency translation | (17,219 | ) | (40,569 | ) |
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 1,184,456 | 407,311 | ||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | 225,489 | 877,051 |
All values are in US Dollars.
3
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release |
4
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: November 5, 2025 | JX Luxventure Group<br>Inc. | |
|---|---|---|
| By: | /s/ Sun Lei | |
| Sun Lei | ||
| Chief Executive Officer |
5
Exhibit 99.1
JXG FIRST HALF YEAR FINANICAL REPORT 2025 - Achieved Strong Profit Growth and Continuing Profitable Operations
HAIKOU, China, November 5, 2025 /PRNewswire/ -- JX Luxventure Group Inc. (Nasdaq: JXG) (the “Company”), a technology company that engages in integrated tourism services, including tourism, duty-free cross-border merchandise, and comprehensive e-commerce technology solutions, today announced its financial results for the six months ended June 30, 2025.
Six Months 2025 Highlights
| ● | Gross<br>Profit: The Company recorded a gross profit of $4,476,561 and achieved a gross profit<br>margin of 18%. Compared to the same period in 2024, this represents an increase of $124,393<br>or 3% in gross profit increase from 15%. |
|---|---|
| ● | Continuing<br>Profitable Operations: The Company recorded a net profit of $1,718,110 and has maintained<br>profitable operations for a full year. |
| --- | --- |
| ● | Balance Sheet Strength: Total assets<br>increased 6% to $31.5 million as of June 30, 2025, from $29.7 million on December 31, 2024, while shareholders’ equity rose<br>15% to $24.0 million as of June 30, 2025, from $20.9 million on December 31, 2024, underscoring the Company’s robust financial<br>foundation and disciplined capital management. |
| --- | --- |
Ms. Sun “Ice” Lei, Chief Executive Officer of the Company, commented: “We are pleased with our performance during the first half of 2025, having successfully delivered on our strategic commitment to enhance profitability while sustaining positive net income for a full year. In an environment marked by macroeconomic headwinds, supply-chain volatility, and shifting consumer sentiment across the tourism and duty-free sectors, our team’s disciplined execution drove a $124,393 year-over-year increase in gross profit and expanded our gross margin from 15% to 18%. Equally important, we strengthened our balance sheet—growing total assets by 6% to $31.5 million and lifting shareholders’ equity by 15% to $24.0 million—demonstrating prudent capital allocation and financial resilience. These results reflect the strength of our integrated platform, the durability of our cross-border e-commerce model, and the agility of our technology-driven solutions. Looking ahead, we remain laser-focused on accelerating digital innovation, and selectively pursuing strategic partnerships that will fortify our competitive moat and deliver sustained value to shareholders.”
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.
CONTACT: Jessica Rhodes [email protected]