6-K

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 October 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.

On September 30, 2021, all members of the Board of directors of KBS Fashion Group Limited, now known as JX Luxventure Limited (the “Company”), and holders of a majority of the issued and outstanding voting stock of the Company, acting by written consent in lieu of a meeting, in accordance with the applicable provisions of Marshall Island Business Corporations Act and the Company’s Bylaws, approved the following actions: (i) to change the corporate name of the Company from “KBS Fashion Group Limited” to ”JX Luxventure Limited” (the “Name Change”) and (ii) to file the Articles of Amendment (the “Amendment”) to the Company’s Amended and Restated Articles of Incorporation, as amended, to effect the Name Change. On October 4, 2021, upon filing of the Amendment with the Registrar or Deputy Registrar of Corporations in the Marshall Islands, the Amendment became effective. A copy of the Amendment is filed as Exhibit 3.1 to this Report.

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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: October 6, 2021	JX Luxventure Limited
	By:	/s/ Sun Lei
		Sun Lei Chief Executive Officer

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EXHIBIT INDEX

Exhibit Number	Description
3.1	Articles of Amendment to the Amended and Restated Articles of Incorporation

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EX-3.1

Exhibit 3.1

ARTICLES OF AMENDMENT OF KBS FASHION GROUP LIMITED Reg. No. 52900

	REPUBLIC OF THE MARSHALL ISLANDS REGISTRAR OF CORPORATIONS DUPLICATE COPY
	The original of this Document was filed in
NON RESIDENT	accordance with Section 5 of the
	Business Corporations Act on
	October 4, 2021
	/s/ Peggy Yeung
	Peggy Yeung
	Deputy Registrar

ARTICLES OF AMENDMENT OF
ARTICLES OF INCORPORATION OF

KBS FASHION GROUP LIMITED

UNDER SECTION 90 OF THE
BUSINESS CORPORATIONS ACT

The undersigned, Sun Lei, Chief Executive Officer of KBS FASHION GROUP LIMITED, a corporation incorporated under the laws of the Republic of the Marshall Islands, for the purpose of amending the Articles of Incorporation of said Corporation pursuant to section 90 of the Business Corporations Act, hereby certifies that:

1. The name of the Corporation is: KBS FASHION GROUP LIMITED.

2. The Articles of Incorporation were filed with the Registrar of Corporations as of January 26, 2012. The Articles of Incorporation were amended by Articles of Amendment filed on March 22, 2012 and were subsequently amended and restated on October 30, 2012, and were further amended on the October 31, 2014, February 3, 2017 and June 21, 2021 (the “Restated Articles”).

3. Article I of the Restated Articles is hereby deleted and replaced in its entirety with the following:

“The name of the Corporation is JX Luxventure Limited.”

4. The amendment to the Restated Articles was authorized and approved by the board of directors of the Corporation and approved and adopted by holders of a majority of the issued and outstanding voting stock of the Corporation, acting by written consent in lieu of a meeting, in accordance with section 67(1) of the Business Corporations Act.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment on this 30 day of September, 2021.

/s/ Sun Lei

Authorized Person

Sun Lei

Chief Executive Officer