UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
JX Luxventure, Ltd.
(Name of Issuer)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
Y46002203
(CUSIP Number)
Sun Lei
Xin Fengge Building
Yupu Industrial Park
Shishi City, Fujian Province 362700
People’s Republic of China
Tel. (86) 595 8889 6198
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 24, 2022
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. | Names
of Reporting Persons. Sun Lei |
| 2. | Check
the Appropriate Box if a Member of a Group (a) ☐ (b) ☐ |
| 3. | SEC Use Only |
| 4. | Source
of Funds PF |
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
| ☐ | |
| 6. | Citizenship
or Place of Organization Peoples Republic of China |
| Number
of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole
Voting Power 2,393,133 |
| 8. | Shared
Voting Power n/a | |
| 9. | Sole
Dispositive Power 2,393,133 | |
| 10. | Shared
Dispositive Power n/a |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,393,133 (1) |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ |
| 13. | Percent
of Class Represented by Amount in Row (11) 17.61% |
| 14. | Type
of Reporting Person IN |
| (1) | Consists of: (a) 259,130 shares issued under the Share Exchange Agreement dated December 9, 2020; (b) 233,217 shares issued under the Stock Purchase Agreement dated December 9, 2020, 50% of which are held in escrow by an escrow agent to secure Ms. Sun’s obligations under the Stock Purchase Agreement. As long as Ms. Sun complies with her obligations under the Stock Purchase Agreement, a portion of the Purchased Shares will be released every 6 months in four installments, pursuant to a vesting schedule set forth in the Stock Purchase Agreement; (c) 200,000 shares issued as compensation on September 1, 2021; (d) 750,000 shares issuable upon conversion of 150,000 shares of Series C Convertible Preferred Stock; and (e) 1,000,000 shares issued on May 24, 2022 under the Employment Agreement dated June 22, 2021. |
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Explanatory Note
This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D relates to the shares of common stock, $0.0001 par value (the “Common Stock”), of JX Luxventure Limited, a corporation organized under the laws of the Republic of Marshall Islands (the “Issuer”), and amends the initial statement on Schedule 13D filed by the Reporting Persons on October 21, 2021 (the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings herein as are ascribed to such terms in the Initial Statement.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Schedule 13D is hereby amended and restated as follows:
The Reporting Person acquired the shares of Common Stock as follows:
| (a) | 259,130 shares were acquired under the Share Exchange Agreement dated December 9, 2020 in exchange for the Reporting Person’s ordinary share ownership in Flower Crown Holding; |
| (b) | 233,217 shares (the “Purchased Shares”) were acquired under the Stock Purchase Agreement dated December 9, 2020, in exchange for the Reporting Person’s obligation to make payments on behalf of the Issuer for all “Public Company Expenses” as set forth in the Stock Purchase Agreement for the next two years, in the amount of no less than $600,000 and no more than $700,000. Pursuant to the terms of the Stock Purchase Agreement, these shares are held in escrow by an escrow agent to secure Ms. Sun’s obligations under the Stock Purchase Agreement and are being released every 6 months in four installments, pursuant to a vesting schedule set forth in the Stock Purchase Agreement. At the time of this Amendment No. 1, 50% of the Purchased Shares were released from escrow; |
| (c) | 200,000 shares were issued as compensation on September 1, 2021; |
| (d) | 750,000 shares issuable upon conversion of 150,000 shares of Series C Convertible Preferred Stock, which were acquired by the Reporting Person on September 3, 2021, in exchange for a subscription price of $1,500,000; and |
| (e) | 1,000,000 shares were granted pursuant to the employment agreement between the Issuer and the Reporting Person dated June 22, 2021 which stated, in pertinent terms, that if the Issuer reaches its annual revenue of US$50,000,000, as reported in the Issuer’s 2021 annual report on Form 20-F, the Reporting Person will receive 1,000,000 shares of the common stock as equity compensation. |
For all shares acquired for cash, the source of the funds was the Reporting Person’s personal funds.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a) - (c) of the Schedule 13D is hereby amended and restated as follows:
The information set forth in the cover page of this Amendment No. 1 is hereby incorporated by reference into this Item 5.
(a) and (b). The Reporting Persons may be deemed to beneficially own an aggregate of 2,393,133 shares of Common Stock, which includes 750,000 shares of Common Stock issuable upon conversion of 150,000 Series C Convertible Preferred Stock. Such shares of Common Stock currently owned or which may be acquired in the future represent, in the aggregate, approximately 17.61% of the outstanding shares of the Issuer’s Common Stock, as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended.
The percentage of beneficial ownership of the Reporting Person in this Amendment No. 1 is based on 12,839,893 shares of Common Stock outstanding as of May 31, 2022 as provided by the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
Exhibit A is hereby filed herewith.
| Exhibit No. | Description | |
| 1 | Employment Agreement dated June 22, 2021 |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
June 6, 2022
Date
| /s/ Sun Lei | |
| Sun Lei |
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Exhibit 1
This Employment Agreement (the “Agreement”) is made as of this day of June 22, 2021 (the “Effective Date”) by and between KBSF Fashion Group Limited, a corporate based in Marshall Island (“Employee”) and Sun Lei, a citizen of People’s republic of China(“Employer” or “Company”), (each, a “Party” and collectively, the “Parties”). The Parties agree and covenant to be bound by the terms set forth in this Agreement as follows:
| 1. | Employment. Employer shall employ Employee as a Chief Executive Officer. The Employee shall be responsible for all operations of the Company during the term of this employment. |
| 2. | Term. The term of this Agreement is for 1 years. |
| 3. | Compensation. The compensation of the Employee shall be as follows: |
Base Salary: USD 1.00
Based upon the financial result of Company’s 2021 annual report, the Employee shall be entitled to the following:
| Revenue | Number of Shares | |||
| USD10,000,000 | 10,000 | |||
| USD20,000,000 | 100,000 | |||
| USD30,000,000 | 250,000 | |||
| USD40,000,000 | 500,000 | |||
| USD50,000,000 | 1,000,000 | |||
In case of company reaches annual revenue of more than USD60,000,000, the board of directors of the Company shall reach an agreement with the Employee on the number of shares as compensation, and such compensation shall be not less than 1,000,000 shares.
The Employee will be entitled to special bonus as determined by the board from time to time.
| 10. | Confidentiality. |
A. Confidential and Proprietary Information. In the course of employment, Employee will be exposed to confidential and proprietary information of Employer. Confidential and proprietary information shall mean any data or information that is competitively sensitive material and not generally known to the public, including, but not limited to, information relating to development and plans, marketing strategies, finance, operations, systems, proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, data, databases, inventions, know-how, trade secrets, customer lists, customer relationships, customer profiles, supplier lists, supplier relationships, supplier profiles, pricing, sales estimates, business plans and internal performance results relating to the past, present or future business activities, technical information, design, process, procedure, formula, or improvement, which Employer considers confidential and proprietary. Employee acknowledges and agrees that the confidential and proprietary information is valuable property of Employer, developed over a long period of time at substantial expense and that it is worthy of protection.
B. Confidentiality Obligations. Except as otherwise expressly permitted in this Agreement, Employee shall not disclose or use in any manner, directly or indirectly, any confidential and proprietary information either during the term of this Agreement or at any time thereafter, except as required to perform their duties and responsibilities or with Employer’s prior written consent.
C. Rights in Confidential and Proprietary Information. All ideas, concepts, work product, information, written material or other confidential and proprietary information disclosed to Employee by Employer (i) are and shall remain the sole and exclusive property of Employer, and (ii) are disclosed or permitted to be acquired by Employee solely in reliance on Employee’s agreement to maintain them in confidence and not to use or disclose them to any other person except in furtherance of Employer’s business. Except as expressly provided herein, this Agreement does not confer any right, license, ownership or other interest or title in, to or under the confidential and proprietary information to Employee.
D. Irreparable Harm. Employee acknowledges that use or disclosure of any confidential and proprietary information in a manner inconsistent with this Agreement will give rise to irreparable injury for which damages would not be an adequate remedy. Accordingly, in addition to any other legal remedies which may be available at law or in equity, Employer shall be entitled to equitable or injunctive relief against the unauthorized use or disclosure of confidential and proprietary information. Employer shall be entitled to pursue any other legally permissible remedy available as a result of such breach, including but not limited to damages, both direct and consequential. In any action brought by Employer under this Section, Employer shall be entitled to recover its attorney’s fees and costs from Employee.
11. Ownership of Work Product. The Parties agree that all work product, information or other materials created and developed by Employee in connection with the performance of duties and responsibilities under this Agreement and any resulting intellectual property rights are the sole and exclusive property of Employer.
12. Termination. This Agreement may be terminated immediately by Employer for any cause or in the event Employee violates any provision of this Agreement.
Employer may terminate at any time by giving 5 days’ notice in writing to Employee. During the notice period, Employee and Employer agree to continue diligently fulfilling their duties and obligations in good faith with best efforts.
Employee may terminate this Agreement and the employment at any time by giving 5 days’ notice in writing to Employer
At the time of termination, Employee agrees to return all Employer property, including but not limited to computers, cell-phones, and any other electronic devices. Employee shall reimburse Employer for any Employer property lost or damaged in an amount equal to the market price of such property.
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13. Miscellaneous.
A. Authority to Contract. Employee acknowledges and agrees that Employee does not have authority to enter into any binding contracts or commitments for or on behalf of Employer without first obtaining the prior written consent of Employer.
B. Governing Law. The terms of this Agreement shall be governed exclusively by the laws of the Marshall Island (not including its conflicts of law provisions). Any dispute arising from this Agreement shall be resolved through Arbitration. The dispute shall be resolved through binding arbitration conducted in accordance with the rules of the American Arbitration Association.
C. Entire Agreement and Amendment. This Agreement constitutes the entire agreement between the Parties and supersedes all prior understandings of the Parties. No supplement, modification or amendment of this Agreement will be binding unless executed in writing by both of the Parties.
D. Notices. Any notice or other communication given or made to either Party under this Agreement shall be in writing and delivered by hand, sent by overnight courier service or sent by certified or registered mail, return receipt requested, to the address stated above or to another address as that Party may subsequently designate by notice and shall be deemed given on the date of delivery.
E. Waiver. Neither Party shall be deemed to have waived any provision of this Agreement or the exercise of any rights held under this Agreement unless such waiver is made expressly and in writing. Waiver by either Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent or other breach or violation.
F. Further Assurances. At the request of one Party, the other Party shall execute and deliver such other documents and take such other actions as may be reasonably necessary to give effect the terms of this Agreement.
G. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable parts had not been included in this Agreement.
H. No Assignment. The interests of Employee are personal to Employee and cannot be assigned.
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IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date first written above.
| Sun Lei | |
| Date: June 22, 2021 | |
| Keyan Yan, Chairman of the Board of Director of KBSF | |
| Date: June 22, 2021 | |
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