S-8

As filed with the Securities and Exchange Commission on November 4, 2022

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

JX LUXVENTURE LIMITED

(Exact name of registrant as specified in its charter)  

Republic of the Marshall Islands	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

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, including zip code)

JX LUXVENTURE NEW 2022 EQUITY INCENTIVE PLAN

(Full title of the plan)

	Copies of Correspondence to:
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 + (86) 595 8889 6198 (Name, address, and telephone number, including area code, of agent for service)	Joe Laxague Eleanor Osmanoff The Crone Law Group, P.C. 500 Fifth Avenue, Suite 938 New York, NY 10010 917-679-5931

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒
		Smaller Reporting Company ☒
		Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

INTRODUCTORY NOTE

On October 26, 2022, the board of directors of JX Luxventure Limited, a Republic of the Marshall Islands corporation (the “Company” or “Registrant”), acting by unanimous consent, in accordance with applicable provisions of the Marshall Island Business Corporations Act (“BCA”) and the Company’s Bylaws, terminated the Company’s existing 2022 equity incentive plan (the “Existing 2022 Plan”) and adopted a new 2022 Equity Incentive Plan (the “JX Luxventure New 2022 Equity Incentive Plan” or “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, 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, the Amended and Restated Articles of Incorporation, as amended (the “Restated Articles”) and its Bylaws. The New 2022 EIP authorizes for issuance of up to forty million (40,000,000) shares of Common Stock 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. This Registration Statement is registering 20,000,000 shares of Common Stock issuable pursuant to the New 2022 EIP and shall become effective upon filing in accordance with Rule 462 under the Securities Act of 1933, as amended (the “Securities Act”).

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information called for by Part I of Form S-8 is omitted from this Registration Statement in accordance with Rule 428 of the Securities Act and the instructions to Form S-8. In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, which have been filed or furnished by the Company with the Commission, are incorporated in this Registration Statement by reference:

● The Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2021, filed with the Commission on May 13, 2022;

● The Company’s Reports on Form 6-K, furnished to the Commission on May 24, 2022, June 2, 2022, June 22, 2022, July 13, 2022, July 26, 2022, September 9, 2022, October 3, 2022, October 11, 2022, October 19, 2022, October 28, 2022, and November 1, 2022;

● The description of the Company’s Common Stock contained in the Form 8-A12B, filed with the Commission on October 24, 2012, and any further amendment or report filed hereafter for the purpose of updating such description.

All documents filed subsequent to the Form 20-F by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment to this Registration Statement which indicates that all of the securities offered hereby have been sold or which deregisters all of the securities covered hereby then remaining unsold, shall also be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents.

Any statement incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The BCA authorizes corporations to limit or eliminate the personal liability of directors and officers to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties.

According to the Restated Articles we must indemnify and hold harmless, to the fullest extent permitted by the BCA as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party to or a witness in or is otherwise involved in any action, suit, claim, inquiry or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, an action by or in the right of the Company) and whether formal or informal, by reason of the fact that he or she is or was a director or officer of the Company or its subsidiary or, while a director or officer of the Company or its subsidiary, is or was serving at the request of the Corporation as a director, officer, employee, trustee or agent of another corporation or of a partnership, joint venture, trust, nonprofit entity or other entity, including service with respect to employee benefit plans, against any and all liabilities and losses suffered, and expenses (including, without limitation, attorneys’ fees) actually and reasonably incurred, by the person in connection with such proceeding.

Notwithstanding the preceding sentence, the Company is required to indemnify or advance expenses to such person in connection with a proceeding commenced by such person (and not by way of defense) only if the commencement of this proceeding by the person (a) was authorized in the specific case by the Board of Directors, or (b) was brought to establish or enforce a right to indemnification under the Restated Articles, the Bylaws, any agreement, or the BCA.

The Company’s obligation to indemnify or to advance expenses to any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced to the extent such person has otherwise actually received payment (under any insurance policy or otherwise) of the amounts otherwise payable by the Company.

The Company has the power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Company or is or was serving at the request of the Company as a director or officer against any liability asserted against such person and incurred by such person in such capacity, whether or not the Company would have the power to indemnify such person against such liability by law or under the provisions of the Restated Articles.

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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

The list of exhibits is set forth under “Exhibit Index” at the end of this Registration Statement and is incorporated herein by reference.

ITEM 9. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) To include any additional or changed material information with respect to the plan of distribution not previously disclosed in this Registration Statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Haikou City, People’s Republic of China, on this 4^th day of November, 2022.

JX LUXVENTURE LIMITED
By	/s/ Sun Lei
	Sun Lei
	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature to this Registration Statement on Form S-8 appears below hereby constitutes and appoints Sun Lei and Keyan Yan, and each or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to sign any registration statement for the same offering covered by this Registration Statement on Form S-8 that is to be effective on filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on November 4, 2022.

SIGNATURE	TITLE
/s/ Sun Lei	Chief Executive Officer and Director
Sun Lei	(Principal Executive Officer)
/s/ Keyan Yan	Interim Chief Financial Officer and Director
Keyan Yan	(Principal Financial and Accounting Officer)
/s/ Li Huidan	Chairman and Director
Li Huidan
/s/ Baojun Zhu	Director
Baojun Zhu
/s/ He Long Hai	Director
He Long Hai
/s/ Mu Ruifeng	Director
Mu Ruifeng
/s/ Jin Yan	Director
Jin Yan

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INDEX TO EXHIBITS

Exhibit	Description
5.1*	Opinion of Hauzen LLP
23.1*	Consent of Onestop Assurance PAC
23.2*	Consent of Hauzen LLP (included in Exhibit 5.1)
24.1*	Power of Attorney (included on the Signature Page to this Registration Statement)
99.1	JX Luxventure Limited New 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 6-K filed with the SEC on November 1, 2022)
107*	Filing Fee Table

* Filed herewith

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EX-5.1

Exhibit 5.1

HAUZEN LLP

浩宸律師行有限法律責任合夥

in Association with

AnJie Law Firm

與北京安杰律師事務所聯營

Suite 3708 Tower Two Lippo Centre

89 Queensway Admiralty Hong Kong

Fax傳真 +852 2150 2901

NICKOLAS SAM

Of Counsel

+852 2150 2982 | nickolassam@hauzen.hk

November 4, 2022 Our Ref: 2022195/HZ/NS

JX Luxventure Limited

c/o- 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

Dear Sirs,

Registration Statement on Form S-8 of JX Luxventure Limited

We have acted as special Marshall Islands counsel to JX Luxventure Limited (the “Company”), a corporation incorporated in the Republic of the Marshall Islands (“Marshall Islands”), in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”), to be filed by the Company with the Securities and Exchange Commission (the “Commission”), pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder, with respect to 20,000,000 shares of the Company’s common stock, par value U$0.0001 per share (the “Shares”), issuable pursuant to the Company’s 2022 New Equity Incentive Plan (the “Plan”). This opinion is being furnished at the Company’s request in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectus forming a part thereof, other than as to the issuance of the Shares.

In rendering the opinion hereinafter expressed, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction as being true reproductions of originals, of all such documents, records, agreements and other instruments, including the Registration Statement, the Plan, the Amended and Restated Articles of Incorporation of the Company, as amended, the Restated By-Laws of the Company, and corporate minutes of the Company as we have deemed necessary and appropriate for the purpose of this opinion. We have assumed that there are no agreements or understandings between or among the Company and any participants in the Plan that would expand, modify or otherwise affect the terms of the Plan or the respective rights or obligations of any participants thereunder. We have further assumed the genuineness of all signatures, the authenticity of all documents, certificates and records submitted to us as originals, the conformity to original documents, certificates and records of all documents, certificates and records submitted to us as copies, and the truthfulness of all statements of fact contained therein.

Page 1 of 2

Based upon the foregoing, and having regard to legal considerations and other information that we deem relevant, we are of the opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor in the circumstances contemplated by the Plan and assuming that the individual issuances, grants or awards under the Plan are duly authorized by all necessary corporate action of the Company and duly issued, granted or awarded and exercised and paid for, for consideration at least equal to the par value thereof, in accordance with the requirements of law and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the offer and sale of the Shares shall have been duly authorized and, when and to the extent that the Shares are issued in accordance with the foregoing, such Shares will be validly issued, fully paid and non-assessable.

We express no opinion herein as to the laws of any state or jurisdiction other than the Business Corporations Act of the Marshall Islands.

This opinion is to and for the benefit solely of the addressee and may not be relied upon by any other person for any purpose.

This opinion is given by Hauzen LLP and no partner or employee assumes any personal responsibility for it nor shall owe any duty of care in respect of it.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to this firm therein. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Yours faithfully

/s/ Hauzen LLP

HAUZEN LLP

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EX-23.1

Exhibit 23.1

  Onestop Assurance PAC
Co. Registration No.: 201823302D
Tel: 9644 9531
10 Anson road #13-09
International plaza
Singapore-079903
Email: contact@onestop-ca.com
Website: www.onestop-ca.com

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of JX Luxventure Limited (“the Company”) of our report dated May 13, 2022, relating to the consolidated financial statements of the Company as at and for the year ended December 31, 2021, which appear in the Annual Report on Form 20-F of the Company for the year ended December 31, 2021.

/s/ Onestop Assurance PAC

Onestop Assurance PAC

We have served as the Company’s auditor since 2022.

Singapore

November 4, 2022

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

JX Luxventure Limited

(Exact Name of Registrant as Specified in its Charter)

Table 1 – Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(2)		Proposed Maximum Offering Price per Share(1)		Maximum Aggregate Offering Price		Fee Rate	Amount of Registration Fee
Equity	Common stock, par value $0.0001 per share	Other (1)		20,000,000	$	0.71	$	14,200,000	$110.20 per $1,000,000	$	1,564.84
Total Offering Amounts							$	14,200,000	$111.20 per $1,000,000	$	1,564.84
Total Fee Offsets											—
Net Fee Due										$	1,564.84

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act, based on the average of the high and low sales prices of the Common Stock quoted on the Nasdaq Capital Market, LLC on November 2, 2022.

(2)

An aggregate of 40,000,000 shares of Common Stock is reserved for issuance pursuant to awards under JX Luxventure Limited New 2022 Equity Incentive Plan (the “New 2022 EIP”) as of the date of this Registration Statement.  20,000,000 shares of Common Stock issuable under the New 2022 EIP are being registered in this Registration Statement on Form S-8 (the “Registration Statement”). To the extent permitted by Rule 416, this Registration Statement also covers an indeterminate number of additional shares of common stock of JX Luxventure Limited (the “Company”) that become issuable under the New 2022 EIP by reason of any stock dividend, stock split, recapitalization or any other similar transaction that results in an increase in the number of outstanding shares of common stock of the Company.