JX Luxventure Ltd. Files Amendment No. 5 to Annual Report on Form 20-F

TL;DR

<b>JX Luxventure Ltd. has filed an amendment to its 2022 annual report, providing updated information and confirming its listing on the NASDAQ.</b>

AI Summary

JX Luxventure Ltd (JXG) filed a Amended Foreign Annual Report (20-F/A) with the SEC on February 26, 2024. JX Luxventure Ltd. filed an Amendment No. 5 to its Form 20-F for the fiscal year ended December 31, 2022. The company's principal executive offices are located in Haikou City, Hainan Province, People's Republic of China. Common stock with a par value of $0.0001 is registered and traded under the symbol JXJT on the NASDAQ Capital Market. As of December 31, 2022, the company had 6,063,192 outstanding shares of common stock. The filing indicates the company is not a well-known seasoned issuer.

Why It Matters

For investors and stakeholders tracking JX Luxventure Ltd, this filing contains several important signals. This amendment updates the company's official filing with the SEC, ensuring transparency and compliance with reporting requirements. The confirmation of its NASDAQ listing and outstanding share count is crucial for investors tracking the company's performance and market presence.

Risk Assessment

Risk Level: low — JX Luxventure Ltd shows low risk based on this filing. The filing is an amendment to a previous annual report and does not introduce new financial data or significant operational changes, indicating a low level of immediate risk.

Analyst Insight

Investors should review the amendment for any updated disclosures or changes in corporate information that may affect their investment thesis.

Key Numbers

• 2022-12-31 — Fiscal Year End (Period covered by the annual report)
• 2024-02-26 — Filing Date (Date the amendment was filed)
• 6,063,192 — Outstanding Shares (As of December 31, 2022)
• JXJT — Trading Symbol (For common stock on NASDAQ)

Key Players & Entities

• JX Luxventure Ltd. (company) — Registrant
• NASDAQ Capital Market (company) — Exchange where common stock is registered
• Sun Lei (person) — Chief Executive Officer
• 0001213900-24-016941 (other) — Accession Number
• 2024-02-26 (date) — Filing Date
• 2022-12-31 (date) — Fiscal Year End
• JXJT (other) — Trading Symbol
• 6,063,192 (dollar_amount) — Outstanding shares of common stock as of December 31, 2022

FAQ

Industry Context

JX Luxventure Ltd. operates within the wholesale apparel, piece goods, and notions sector, as indicated by its SIC code.

Regulatory Implications

The company is subject to the reporting requirements of the Securities Exchange Act of 1934, as evidenced by its Form 20-F filing.

What Investors Should Do

1. Review the full Form 20-F/A filing for any specific disclosures or updates.
2. Monitor JX Luxventure Ltd.'s stock performance on the NASDAQ under the ticker JXJT.
3. Verify the company's compliance with SEC reporting standards.

Key Dates

• 2022-12-31: Fiscal Year End — Period covered by the annual report
• 2024-02-26: Filing Date — Date of Amendment No. 5 filing

Year-Over-Year Comparison

This filing is an amendment (Amendment No. 5) to the company's previous Form 20-F, indicating updates or corrections to the initial report.

Key Financial Figures

• $0.0001 — ange On Which Registered Common Stock, $0.0001 par value JXJT NASDAQ Capital Market

Filing Documents

• ea0200674-20fa5_jxluxven.htm (20-F/A) — 2553KB
• ea0200674a5ex12-1_jxluxven.htm (EX-12.1) — 12KB
• ea0200674a5ex13-1_jxluxven.htm (EX-13.1) — 5KB
• ea0200674a5ex15-1_jxluxven.htm (EX-15.1) — 4KB
• ea0200674a5ex15-2_jxluxven.htm (EX-15.2) — 4KB
• image_001.jpg (GRAPHIC) — 34KB
• image_002.jpg (GRAPHIC) — 2KB
• image_003.jpg (GRAPHIC) — 2KB
• image_004.jpg (GRAPHIC) — 2KB
• image_005.jpg (GRAPHIC) — 2KB
• image_006.jpg (GRAPHIC) — 3KB
• image_007.jpg (GRAPHIC) — 2KB
• image_008.jpg (GRAPHIC) — 238KB
• fin_001.jpg (GRAPHIC) — 26KB
• fin_002.jpg (GRAPHIC) — 11KB
• fin_003.jpg (GRAPHIC) — 11KB
• fin_004.jpg (GRAPHIC) — 22KB
• ex15-1_001.jpg (GRAPHIC) — 18KB
• ex15-2_001.jpg (GRAPHIC) — 11KB
• ex15-2_002.jpg (GRAPHIC) — 7KB
• 0001213900-24-016941.txt (&nbsp;) — 12213KB
• lll-20221231.xsd (EX-101.SCH) — 202KB
• lll-20221231_cal.xml (EX-101.CAL) — 36KB
• lll-20221231_def.xml (EX-101.DEF) — 479KB
• lll-20221231_lab.xml (EX-101.LAB) — 965KB
• lll-20221231_pre.xml (EX-101.PRE) — 518KB
• ea0200674-20fa5_jxluxven_htm.xml (XML) — 1709KB

Item 18

Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Not Applicable Explanatory Note – This Amendment No. 5 to JX Luxventure Limited (the "Company") annual report on Form 20-F filed May 12, 2023, as amended by Amendment No. 1 filed May 15, 2023 solely to include the XBRL (the "Original Report"), Amendment No. 2, filed August 31, 2023, and Amendment No. 3, filed October 31, 2023, and Amendment No. 4, filed January 17, 2024, respectively, are being filed by the Company in order to address certain additional comments made by the Securities and Exchange Commission regarding the Original Report. Unless otherwise stated herein, all disclosures referenced in this Amendment No. 5, and together with the Original Report (the "Annual Report") as being made "as of the date of this annual report" or similar language are speaking as of the date of the Original Report. Amended Annual Report on Form 20-F Year Ended December 31, 2022 TABLE OF CONTENTS Page PART I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1 A. Directors and Senior Management 1 B. Advisors 1 C. Auditors 1 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1 A. Offer Statistics 1 B. Method and Expected Timetable 1 ITEM 3. KEY INFORMATION 1 A.

Selected Financial Data

Selected Financial Data 5 B. Capitalization and Indebtedness 6 C. Reasons for the Offer and

Use of Proceeds

Use of Proceeds 6 D.

Risk Factors

Risk Factors 6 ITEM 4. INFORMATION ON THE COMPANY 42 A. History and Development of the Company 42 B. Business Overview 46 C. Organizational Structure 69 D. Property, Plants and Equipment 69 ITEM 4A. UNRESOLVED STAFF COMMENTS 69 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 69 A. Operating Results 71 B. Liquidity and Capital Resources 76 C. Research and Development, Patents and Licenses, Etc. 79 D. Trend Information 79 E. Off Balance Sheet Arrangements 79 F. Tabular Disclosure of Contractual Obligations 79 G. Safe Harbor 90 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 91 A. Directors and Senior Management 91 B. Compensation 92 C. Board Practices 94 D. Employees 95 E. Share Ownership 95 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 96 A. Major Shareholders 96 B. Related Party Transactions 96 C. Interests of Experts and Counsel 97 i ITEM 8. FINANCIAL INFORMATION 97 A. Consolidated 97 B. Significant Changes 98 ITEM 9. THE OFFER AND LISTING 98 A. Offer and Listing Details 98 B. Plan of Distribution 99 C. Markets 99 D. Selling Shareholders 99 E.

Dilution

Dilution 99 F. Expenses of the Issue 99 ITEM 10. ADDITIONAL INFORMATION 99 A. Share Capital 99 B. Memorandum and Articles of Association 99 C. Material Contracts 104 D. Exchange Controls 104 E. Taxation 106 F. Dividends and Paying Agents 111 G. by Experts 111 H. Documents on Display 112 I. Subsidiary Information 112 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 112 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 113 A. Debt Securities 113 B. Warrants and Rights 113 C. Other Securities 113 D. American Depositary Shares 113 PART II ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 114 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 114 ITEM 15. CONTROLS AND PROCEDURES 114 A. Disclosure

Controls and Procedures

Controls and Procedures 114 B. Management's Annual Report on Internal Control Over Financial Reporting 114 C. Attestation Report of the Registered Public Accounting Firm 115 D. Changes in Internal Controls over Financial Reporting 115 ii ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 115 ITEM 16B. CODE OF ETHICS 115 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 115 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 116 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 116 ITEM 16F. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT 116 ITEM 16G. CORPORATE GOVERNANCE 116 ITEM 16H. MINE SAFETY DISCLOSURE 116 ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 116 PART III ITEM 17. FINANCIAL 117 iii INTRODUCTORY NOTES Use of Certain Defined Terms Except as otherwise indicated by the context and for the purposes of this annual report only, references in this report to: "JX Luxventure," "we," "us," "our" and the "Company" are to JX Luxventure Limited, a company organized in the Republic of the Marshall Islands; "KBS International," refers to KBS International Holding Inc., a Nevada corporation, which was dissolved in August 2014; "Hongri PRC," refers to Hongri (Fujian) Sports Goods Co., Ltd., a direct wholly-owned subsidiary of Hongri International, which was our indirect wholly-owned subsidiary organized in the PRC until October 19, 2022; "Hongri International" are to Hongri International Holdings Limited, a company organized in the BVI, was our wholly-owned subsidiary until October 19, 2022; "BVI" are to the British Virgin Islands; "Hong Kong" are to the Hong Kong Special Administrative Region of the People's Republic of China; "PRC" and "China" are to the People's Republic of China, including Hong Kong and Macau, and excluding, for the purposes of this Annual Report only, Taiwan; "SEC" are to the Securities and

financial statements beginning on page F-1 of this Annual Report for more information

financial statements beginning on page F-1 of this Annual Report for more information . The PRC government may continue to strengthen its capital controls which would subject dividends distribution from our PRC subsidiaries to the Company to heightened scrutiny. The PRC government imposes controls on the convertibility of Renminbi ("RMB" or "Renminbi," the official currency of the PRC) into foreign currencies and, in certain cases, the remittance of currency out of China. The PRC government also imposes control on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions, can be made in foreign currencies without prior approval from the State Administration of Foreign Exchange ("SAFE") in the PRC, as long as certain procedural requirements are met. Approval from appropriate government authorities is required if RMB is converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may, at its discretion, impose restrictions on access to foreign currencies for current account transactions and, if this occurs in the future, we may not be able to pay dividends in foreign currencies (i.e., U.S. dollars) to our shareholders and we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. Therefore, we may experience difficulties in completing the processes necessary to obtain and remit foreign currency for the payment of any dividends. For more details, see " Risk Factors—Risks Related to Doing Business in China –We may rely on dividends paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limita

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View this 20-F/A filing on SEC EDGAR