Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
November 01 2022 - 3:31PM
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 November 2022
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.
On October 26, 2022, the board of directors (the
“Board”) of JX Luxventure Limited, a Republic of the Marshall Islands corporation (the “Company”), acting by unanimous
consent, in accordance with applicable provisions of the Marshall Island Business Corporations Act (“BCA”) and the Company’s
Bylaws, authorized the termination of the Company’s existing 2022 equity incentive plan (the “Existing 2022 Plan”) and
adopted a new 2022 Equity Incentive Plan (the “New 2022 EIP”), replacing the Existing 2022 Plan, effective immediately. On
the same date, October 26, 2022, the holders of 15,528,520 shares of common stock, $0.0001 par value per share (the “Common Stock”)
of the Company, representing approximately 75% of the total issued and outstanding capital stock of the Company entitled to vote therein,
acting by written consent, approved and authorized the terms and provisions of the New 2022 EIP, in accordance with the applicable provisions
of the BCA and the Company’s Bylaws.
The maximum aggregate
number of shares of Common Stock, issuable under the New 2022 EIP shall be forty million (40,000,000) shares, subject to adjustments in
the event of certain reorganizations, mergers, combinations, recapitalizations, share splits, share dividends, or other similar events
which change the number or kind of shares outstanding.
Pursuant to the terms
of the New 2022 EIP, the Board shall serve as the “Administrator” as defined in the New 2022 EIP and shall have the authority
and responsibilities to grant, from time to time, equity awards in the form of incentive share options, non-statutory options, restricted
shares, restricted share units, share appreciation rights, performance units and performance shares (collectively, the “Awards”)
to directors, officers, key employees, and consultants of the Company or any affiliates of the Company, provided that the incentive share
options may be granted only to employees of the Company or its subsidiaries. The Administrator shall have the discretion to make all other
determinations necessary or advisable for the administration of the New 2022 EIP, including, without limitation, the number of shares
of Common Stock subject to each Award, the price to be paid for the shares and the applicable vesting criteria.
The foregoing description
is subject to, and qualified in its entirety by the New 2022 EIP, filed as Exhibit 10.1 hereto and incorporated herein by reference.
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 1, 2022 |
JX Luxventure Limited |
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By: |
/s/ Sun Lei |
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Sun Lei
Chief Executive Officer |
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