Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
17 12월 2021 - 11:37PM
Edgar (US Regulatory)
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 December 2021
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.
Effective December 13, 2021, we reorganized our
corporate subsidiary structure in the PRC under Flower Crown Holding (“FLH”). On December 21, 2020, we closed a Shares Exchange
Agreement with FLH, which operated its China subsidiaries, Jin Xuan Luxury Tourism (Hainan) Digital Technology Co., Ltd. (“JX Hainan
Digital”), Beijing Heyang International Travel Service Co., Ltd. (“Beijing Heyang”) and Flower Crown (Hainan) Cross-Border
E-Commerce Co., Ltd. (“FCEC”) through a variable interest structure (“VIE”). As a result of the FLH’s China
subsidiaries restructuring, we no longer operate those entities through a VIE structure and are now the indirect sole shareholder of JX
Hainan Digital and Beijing Heyang. As part of the restructuring, due to the restriction of foreign ownership by the relevant laws and
regulations of the People’s Republic of China, namely Provisions on Administration of Foreign Invested Telecommunications Enterprise
(外商投资电信企业管理规定),
we divested FCEC under a Shares Transfer Agreement with a third party. FCEC represented less than 5% of our total revenues.
The reorganization was approved by the unanimous
consent of our Board of Directors and the affirmative vote of the holders of approximately 60.4% of our total issued and outstanding capital
stock. We received legal opinion issued by Yuan Tai Law Firm in connection with the reorganization. Following the reorganization, our
corporate structure is now as follows:
On December 17, 2021, we release the press release
furnished herewith as Exhibit 99.1
On December 15, 2021, Yu Chuan Bin resigned from
his position as independent director of the Company.
Effective December 16, 2021, our board of directors
filled the vacancy on our board of directors by appointing Mr. He Long Hai, to serve as members of the board:
Mr. He Long Hai, age 42, has over 20 years
of experience in management. He has served as manager and chief inspector of Xstep China Co., Ltd. from 2002-2010. From 2010-2015, he
served as General Manager for Hang Zhou Zhuan Ji Commerce Co., Ltd, and from 2015 to present, he served as General Manager for Guang Dong
Sun lin Xiu Shen Shen Tai Technology Co., Ltd.
Applying the definition of independence set forth
in Rule 5605(a)(2) of The Nasdaq Stock Market, Inc., we believe that Mr. Mr. He is an “independent director.”
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: December 17, 2021
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JX Luxventure Limited
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By:
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/s/ Sun Lei
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Sun Lei
Chief Executive Officer
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