UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F/A

(Amendment No. 1)

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report:

Commission file number: 001-35715

JX Luxventure limited

(Exact Name of Registrant as Specified in Its Charter)

Not Applicable

(Translation of Registrant’s Name Into English)

Republic of the Marshall Islands

(Jurisdiction of Incorporation or Organization)

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)

Ms. Sun Lei, Chief Executive Officer

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

Tel: + (86) 595 8889 6198

Fax: (86) 595 8850 5328

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange On Which Registered
Common Stock, $0.0001 par value		JXJT		NASDAQ Capital Market

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report (December 31, 2022): 6,063,192.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files) Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☐

Accelerated Filer

☐

Non-Accelerated Filer

☒

Emerging Growth Company

☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐

International Financial Reporting Standards as issued by the

International Accounting Standards Board ☒

Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Not Applicable

Explanatory Note

This Amendment No. 1 to the annual report on Form 20-F of JX Luxventure Limited (the “Company,” “we,” “our,” or “us”) amends the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2022 (the “Original 20-F”), which was filed with the U.S. Securities and Exchange Commission on May 12, 2023. The Company is filing this Amendment No. 1 solely to furnish the Interactive Data File disclosure as Exhibit 101 in accordance with Rule 405 of Regulation S-T, which was not included in the Original 20-F. Exhibit 101 includes information about the Company in eXtensible Business Reporting Language (XBRL).

This Amendment No. 1 consists solely of the cover page, this explanatory note, the signature page, and Exhibit 101. The remainder of the Original 20-F is unchanged and has therefore been omitted. No changes have occurred since the filing of the Original 20-F. Accordingly, this Amendment No. 1 should be read in conjunction with the Original 20-F.

PART III

ITEM 19. EXHIBITS

101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.

SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign Amendment No. 1 to the annual report on Form 20-F on its behalf.

Date: May 15, 2023	JX Luxventure Limited

	/s/ Sun Lei
	Sun Lei
	Interim Chief Financial Officer

JX Luxventure Limited

Consolidated Financial Statements

For the years ended December 31, 2022, 2021, and 2020

(Stated in US dollars)

CONTENTS

		PAGES
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		F-2

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS		F-6

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION		F-7

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY		F-8

CONSOLIDATED STATEMENTS OF CASH FLOWS		F-9

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS		F-10 - F-47

F-1

Report of Independent Registered Public Accounting Firm

To the shareholders and board of directors of JX Luxventure Limited.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of JX Luxventure Limited (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of operation and comprehensive loss, stockholders’ equity, and cash flows, for each of the two years in the period ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial positions of the Company as of December 31, 2022 and 2021, and the results of its operation and its cash flows for each of the two years in the period ended December 31, 2022, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

F-2

Revenue Recognition

As described in Note 7 and Note 8 to the financial statements, the company shifted to tourism industry through acquisition of Flower Crown and disposition of menswear business. Compared with last year, revenue from Tourism industry increased by 53% from 51.8 million to 79.1 million this year. For it’s tourism business, the Company determines itself as principal and recognizes revenue for the gross proceeds received from customers.

Significant judgment is exercised by the Company in determining itself as principal and recognize revenue for the gross proceeds received from customers, includes the following:

●

The Company controls the ticket before transferring of the ticket (the right) to the customer (the online platform), because the Company need to secure the seat from the airline by making a full payment to the airline before obtaining a contract with a customer.

●

The Company has the ability to direct the use of the ticket and obtains the remaining benefits or taking the loss from the ticket by reselling the ticket or using the ticket itself.

●

The Company’s responsibility is to make sure passengers can take the flight as their wishes.

●

The Company also has inventory risk because the Company makes full payment to the airlines to secure the right before obtaining a contract with the customer to purchase the ticket.

●

Other than the air ticket itself, the Company also provide financing or guarantee function to the customer, which are not provided by the airline.

Given these factors and due to the volume of transactions, the related audit effort in evaluating management’s judgments in determining itself as principal and recognize revenue for the gross proceeds received from customers were extensive and required a high degree of auditor judgment.

Our principal audit procedures related to the Company’s revenue recognition included the following:

●

We tested the timing of the Company making a full payment of airline tickets recorded in system to determine if the company purchased the ticket before transferring the ticket (the flight) to the customer.

●

We evaluated management’s significant accounting policies related to these tickets selling for reasonableness.

●

We tested a sample of flight information in sales report and compared to publicly available information to determine the authenticity of the transaction.

●

We tested the mathematical accuracy of management’s calculations of revenue and the associated timing of revenue recognized in the financial statements.

/s/ Onestop Assurance PAC

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

Singapore

May 12, 2023

PCAOB ID number: 6732

F-3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To:	The Board of Directors and Stockholders of
	KBS Fashion Group Limited

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of KBS Fashion Group Limited (the Company) as of December 31, 2020 and 2019, and the related consolidated statements of comprehensive loss, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2020, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

F-4

Impairment Assessment of Trade Receivables

As described in Notes 4 and 26, the Company extends unsecured credit to its customers. The Company recognizes a loss allowance on outstanding trade receivables based on lifetime ECLs at each reporting date. The assessment of loss allowance requires significant judgement. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. The audit engagement team performed extended procedures, which includes, among others, obtaining an understanding of the management’s assessment process, evaluating the relevant inputs and factors used during the process, and testing the reasonableness of the loss allowance.

Impairment Assessment of Non-Financial Assets

As described in Notes 4 and 6, the Company is required to test certain non-financial assets for impairment based on recoverability. The recoverable amount is determined based on the cash-generating-unit (CGU) to which the asset belongs. For each reporting period, management reviews the recoverable amount using discounted cash flows and determine if impairment is required. The assessment of the impairment requires significant judgement. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. The audit engagement team performed extended procedures, which includes, among others, obtaining an understanding of the management’s assessment process, evaluating the reasonableness of the relevant inputs and factors used in calculating the projections, and testing the accuracy of the assessment output.

/s/ WWC, P.C.

WWC, P.C.

Certified Public Accountants

We have served as the Company’s auditor from 2016 to 2021.

San Mateo, California

May 17, 2021

F-5

JX Luxventure limited

Consolidated Statements of Comprehensive Loss

For the years ended December 31, 2022, 2021, 2020

(Stated in U.S. Dollars)

			Year ended December 31,
	Notes		2022			2021			2020
Revenue		8		79,874,727			54,040,948			1,335,374
Cost of sales		9		(78,410,244	)		(53,193,237	)		(1,168,808	)
Gross profit				1,464,483			847,711			166,566

Other income		10		16,636			34,793			3,122
Other losses		11		(98,650	)		(17,325	)		-
Distribution and selling expenses		12		(721,388	)		(1,353,843	)		-
Administrative expenses		13		(56,043,741	)		(6,858,210	)		(1,164,981	)
(Loss)/profit from operations				(55,382,660	)		(7,346,874	)		(995,293	)

Finance costs		14		-			-			-

(Loss)/profit before tax				(55,382,660	)		(7,346,874	)		(995,293	)

Income tax income/(expense)		15		(621	)		(5,495	)		-
Loss before discontinued operations		16		(55,383,281	)		(7,352,369	)		(995,293	)
Discontinued operation:
Discontinued operation loss				(8,915,414	)		(29,863,114	)		(4,672,124	)
Loss on disposal of discontinued operation				(9,193,736	)		-			-
Loss for the year				(73,492,431	)		(37,215,483	)		(5,667,417	)
Other comprehensive loss
- currency translation differences				(402,573	)		1,438,756			3,641,747
Total comprehensive loss for the year				(73,895,004	)		(35,776,727	)		(2,025,670	)

Loss per share of common stock attributable to the Company
- Basic		19		(43.7	)		(82.3	)		(20.9	)
- Diluted		19		(43.7	)		(82.3	)		(20.9	)
Weighted average shares outstanding:
- Basic		19		1,681,547			452,345			271,253
- Diluted		19		1,681,547			452,345			271,253

The accompanying notes are an integral part of these consolidated financial statements.

F-6

JX Luxventure limited

Consolidated Statements of Financial Position

As at December 31, 2022, and 2021

(Stated in U.S. Dollars)

			As of December 31,
	Notes		2022			2021
Non-current assets
Property, plant and equipment-net		20		2,789,704			3,798,612
Investment property-net		20		-			7,364,527
Prepayments and premiums under operating leases		21		-			2,324,695
Land use rights		24		-			380,091
Long-term receivable		22		7,000,000			-
				9,789,704			13,867,925
Current assets
Inventories		25		444,551			1,163,896
Trade receivables		26		-			7,736,851
Other receivables and prepayments		26		5,501,106			2,328,122
Prepayments and premiums under operating leases		21		-			82,714
Cash and cash equivalents		27		520,916			12,914,914
				6,466,573			24,226,497
Total assets				16,256,277			38,094,422

Current liabilities
Short term bank loans		30		-			1,180,656
Trade and other payables		28		1,319,076			5,355,123
Due to related parties		29		2,611,097			467,568
Contract liabilities				-			218,734
Income tax payable				212			-
				3,930,385			7,222,081

Total liabilities				3,930,385			7,222,081

Equity
Share capital		32		6,063			590
Series A equity interest with preferential rights				1,240,000			1,240,000
Series C equity interest with preferential rights				1,500,000			1,500,000
Series D equity interest with preferential rights				3,120,000			3,120,000
Share premium		32		77,959,554			24,719,794
Other reserve		33		6,269,108			184,272
Statutory surplus reserve		33		-			6,084,836
Retained profits / (accumulated deficit)		33		(77,451,517	)		(3,959,086	)
Foreign currency translation reserve		33		(317,316	)		(2,018,065	)
				12,325,892			30,872,341
Total liabilities and equity				16,256,277			38,094,422

The accompanying notes are an integral part of these consolidated financial statements.

F-7

JX Luxventure limited

Consolidated Statements of Changes in Equity

For the years ended December 31, 2022, 2021, 2020

(Stated in U.S. Dollars)

	Share capital		Preferred A equity interest		Preferred C equity interest		Preferred D equity interest		Share premium		Other reserve		Statutory surplus reserve		Retained earnings			Foreign currency translation reserve			Total equity
	Note 32		Note 32		Note 32		Note 32		Note 32		Note 33		Note 33		Note 33			Note 33
Balance at December 31, 2019		259		-		-		-		9,199,779		184,272		6,084,836		46,073,808			(7,098,568	)		54,444,386
Shares issued for stock based compensation		56		-		-		-		1,332,698		-		-		-			-			1,332,754
Shares issued for acquisition of subsidiary		26		-		-		-		780,166		-		-		-			-			780,192
Loss for the year		-		-		-		-		-		-		-		(5,667,417	)		-			(5,667,417	)
Other comprehensive loss for the year		-		-		-		-		-		-		-		-			3,641,747			3,641,747
Balance at December 31, 2020		341		-		-		-		11,312,643		184,272		6,084,836		40,406,391			(3,456,821	)		54,531,662
Shares issued for stock based compensation		130		-		-		-		4,407,724		-		-		-			-			4,407,854
Shares issued for shareholders’ loan		67		-		-		-		809,485		-		-		-			-

SEC Form 20-F/A filed by JX Luxventure Limited (Amendment)