Sun Lei details JX Luxventure (JXG) common and preferred stock stakes

Rhea-AI Filing Summary

JX Luxventure Group Inc. executive Sun Lei, who serves as CEO, Interim CFO and Co-Chair and is a more than 10% owner, filed an initial Form 3 reporting existing equity holdings. The filing lists direct ownership of 495,123 shares of common stock and indirect ownership of 350 common shares held through Happy Brilliance Limited, a Cayman Islands company fully owned and controlled by Sun Lei.

The disclosure also shows direct holdings of Series A, Series C and Series D Convertible Preferred Stock. These preferred shares are each convertible into the company’s common stock, with the filing indicating underlying common stock equivalents of 2,067 shares for the Series A, 1,250 shares for the Series C and 1,733 shares for the Series D. No new transactions, purchases or sales are reported; the form simply records Sun Lei’s existing ownership position at this time.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Sun Lei

(Last) (First) (Middle)

BIN HAI DA DAO NO. 270 LANG QIN WAN GUO

JI DU JIA CUN ZONG HE LOU XIU YING DIST

(Street)

HAIKOU CITY 570100

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
JX Luxventure Group Inc. [ JXG ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO, Interim CFO, Co-Chair

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001 per share	495,123	D
Common Stock, par value $0.0001 per share	350	I	By Happy Brilliance Limited(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(2)	(2)	Common Stock	2,067(2)	(2)	D
Series C Convertible Preferred Stock	(3)	(3)	Common Stock	1,250(3)	(3)	D
Series D Convertible Preferred Stock	(4)	(4)	Common Stock	1,733(4)	(4)	D

Explanation of Responses:

1. These securities are directly held by Happy Brilliance Limited, a Cayman Islands company. Sun Lei (the "Reporting Person") has 100% ownership of Happy Brilliance Limited and the sole voting and dispositive power over the shares held by Happy Brilliance Limited.

2. Each share of Series A Convertible Preferred Stock is convertible into shares of the Issuer's common stock, par value $0.00001 per share ("Common Stock"), on the 1-for-600 basis (reflecting adjustments resulting from 1-for-10; 1-for-4 and 1-for-15 reverse stock splits of Common Stock effected between April 2023 and November 2025) and has no expiration date.

3. Each share of Series C Convertible Preferred Stock is convertible into shares of the Issuer's Common Stock on a 1-for-120 basis (reflecting adjustments resulting from 1-for-10; 1-for-4 and 1-for-15 reverse stock splits of Common Stock effected between April 2023 and November 2025) and has no expiration date.

4. Each share of Series D Convertible Preferred Stock is convertible into shares of the Issuer's Common Stock on a 1-for 46.1627 basis ((reflecting adjustments resulting from 1-for-10; 1-for-4 and 1-for-15 reverse stock splits of Common Stock effected between April 2023 and November 2025) and has no expiration date.

	/s/ Sun Lei	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does Sun Lei’s Form 3 filing for JXG disclose?

The Form 3 discloses Sun Lei’s existing ownership in JX Luxventure Group Inc. It reports direct and indirect holdings of common stock, plus convertible preferred stock series that can be turned into common shares, without showing any recent purchases or sales.

How many JX Luxventure (JXG) common shares does Sun Lei hold directly and indirectly?

Sun Lei directly holds 495,123 shares of JX Luxventure common stock. The filing also shows 350 additional common shares held indirectly through Happy Brilliance Limited, a Cayman Islands company that Sun Lei wholly owns and controls with sole voting and dispositive power.

What preferred stock series does Sun Lei report in JXG?

The filing lists holdings in Series A, Series C and Series D Convertible Preferred Stock. Each series is convertible into common stock, with the Form 3 showing underlying common stock equivalents of 2,067 shares, 1,250 shares and 1,733 shares, respectively, and no expiration dates.

Are there any buy or sell transactions in Sun Lei’s JXG Form 3?

No buy or sell transactions are reported in this Form 3. All entries are characterized as holdings, meaning the document serves as an initial statement of beneficial ownership rather than a record of new market trades or recent equity movements.

How is Happy Brilliance Limited related to Sun Lei’s JXG ownership?

Happy Brilliance Limited holds 350 JX Luxventure common shares indirectly for Sun Lei. The footnotes state Sun Lei owns 100% of this Cayman Islands company and has sole voting and dispositive power over the shares it holds, consolidating control with him.

What do the conversion terms of JXG preferred stock in the Form 3 indicate?

The preferred stock series are convertible into JX Luxventure common stock on fixed ratios. Footnotes describe specific conversion bases for Series A, C and D, adjusted for prior reverse stock splits, and note that these preferred shares have no expiration dates.