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Form S-8 JX Luxventure Ltd

July 13, 2022 6:37 AM EDT

As filed with the Securities and Exchange Commission on July 13, 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 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.

420 Lexington Avenue Suite 2446

New York, NY 10170
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

 

This Registration Statement on Form S-8 of JX Luxventure Limited (the “Company,” the “Registrant,” “we” or “our”), for the purpose of registering 6,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), issuable under the JX Luxventure Equity Incentive Plan (the “2022 Plan”). The 2022 Plan was adopted by the board of directors of the Company on January 11, 2022, in accordance with the Company’s Bylaws and the Marshall Island Business Corporations Act (the “BCA”) and authorized for issuance 10,000,000 shares of Common Stock. On February 11, 2022, the Company registered 4,000,000 shares of Common Stock under the 2022 Plan pursuant to the registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), filed with the Securities and Exchange Commission (the “Commission”) (the “Prior Registration Statement”). As of the date of this Registration Statement, all of the 4,000,000 shares of common stock registered in the Prior Registration Statement were issued by the Company.

 

This Registration Statement relates to the Common Stock, the same class of securities of the Company as to which the Prior Registration Statement relate and is filed pursuant to Instruction E of the General Instructions to Form S-8 regarding registration of additional securities. Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statement, to the extent relating to the registration of shares of Common Stock under the 2022 Plan and, except as otherwise set forth in this Registration Statement, are incorporated by reference herein. This Registration Statement shall become effective upon filing in accordance with Rule 462 under 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 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 prospectus supplements pursuant to Rule 424.

 

1

 

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

 

The Commission allows to incorporate by reference the information the Company filed with the Commission. The information incorporated by reference is considered to be part of this prospectus, and later information filed with the Commission will update and supersede this information. The Company incorporates by reference the documents listed below that have been previously filed with the Commission, except that information furnished under Item 2.02 or Item 7.01 of the Company’s Current Reports on Form 6-K or any other filing indicated that such information is being furnished and not “filed” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is not deemed to be filed and not incorporated by reference herein:

 

  The Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2021, filed with the Commission on May 13, 2022, which contains the Registrant’s audited financial statements for the latest fiscal year for which such statements have been filed;

 

  The Company’s Reports on Form 6-K, furnished to the Commission on May 24, 2022, June 2, 2022, and June 22, 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 reports and other documents subsequently filed by the Company after the date of this Registration Statement under Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered under this Registration Statement have been sold, or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this registration statement and shall be a part of this Registration Statement from the date of filing such documents.

 

II-1

 

 

For purposes of this Registration statement, any document or any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a subsequently filed document or a statement contained herein or in any other subsequently filed document, which also is or is deemed to be incorporated herein by reference modifies or supersedes such document or such statement in such document. 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 8. EXHIBITS.

 

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 2022 Equity Incentive Plan (Incorporated by reference to Exhibit 99.1 to the S-8 Registration Statement filed with the SEC on February 11, 2022)
107*   Filing Fee Table

 

*Filed herewith

 

II-2

 

 

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 13th day of July, 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 of 1933, 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 July 13, 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    

 

 

II-3

 

 

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 |
[email protected]
   
13 July 2022 Our Ref: 2021125/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 6,000,000 shares of the Company’s common stock, par value U$0.0001 per share (the “Shares”), issuable pursuant to the Company’s 2022 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.

 

 

 

 

Partners: Basil Hwang Nigel Binnersley Greg Heaton Anthony Woo Albert Tsui Yolanda Kok

Of Counsel: Nickolas Sam

 

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  

 

 

Page 2 of 2

 

 

Exhibit 23.1

 

A picture containing text, tableware, clipart, plate

Description automatically generated

Onestop Assurance PAC

10 Anson Road

#13-09 International Plaza

Singapore 079903

Tel: 9644 9531

Email:[email protected]

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 (formerly known as “KBS Fashion Group Limited”) of our report dated May 13, 2022, relating to the consolidated financial statements of JX Luxventure Limited (formerly known as “KBS Fashion Group Limited”) as at and for the year ended December 31, 2021, which appear in the Annual Report on Form 20-F of JX Luxventure Limited (formerly known as “KBS Fashion Group Limited”) for the year ended December 31, 2021.

 

/s/ Onestop Assurance PAC

 

OneStop Assurance PAC

Singapore

July 13, 2022

 

 

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)     6,000,000     $ 1.30     $ 7,800,000       $92.70 per $1,000,000     $ 723.06  
                                                 
Total Offering Amounts                       $ 7,800,000       $92.70 per $1,000,000     $ 723.06  
Total Fee Offsets                                          
Net Fee Due                                       $ 723.06  

 

(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 July 8, 2022.
   
(2) Represents the maximum number of shares of common stock of JX Luxventure Limited (the “Company”) available for issuance under JX Luxventure Limited 2022 Equity Incentive Plan (the “2022 Plan”) as of the date of this Registration Statement.  To the extent permitted by Rule 416, this Registration Statement also covers an indeterminate number of additional shares of common stock of the Company that become issuable under the 2022 Plan 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.



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