JX Luxventure (JXG) Co-Chair converts $2.12M note into stock

Rhea-AI Filing Summary

JX Luxventure Group Inc. director and Co-Chairman Li Huidan completed a debt-for-equity swap. On March 25, 2026, Li received 650,307 shares of common stock at a reported price of $3.23 per share in exchange for canceling a $2,120,000 unsecured promissory note that was due on demand.

After this restructuring transaction, Li directly holds 685,807 shares of JX Luxventure common stock. The filing characterizes the event as an "other" type of acquisition or disposition rather than an open-market trade.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Li Huidan

(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 HAINAN PROVINCE 570100

(City) (State) (Zip)

CHINA

(Country)

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

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Chairman of the board

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/25/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/25/2026		J(1)		650,307	A	$3.23	685,807	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Reporting Person acquired 650,307 shares of the Issuer's common stock in exchange for cancellation of $2,120,000, representing the total outstanding amount due under the unsecured promissory note, due on demand, issued to the Reporting Person by the Issuer on April 21, 2025.

	/s/ Huidan Li	03/26/2026
	** 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 4 (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 4: SEC 1474 (03-26)

FAQ

What insider transaction did JX Luxventure (JXG) report for Li Huidan?

JX Luxventure reported that Co-Chairman Li Huidan received 650,307 common shares. The shares were issued in exchange for canceling a $2,120,000 unsecured promissory note that was due on demand, converting debt owed by the company into equity held by Li.

How many JX Luxventure (JXG) shares did Li Huidan receive and at what price?

Li Huidan received 650,307 shares of JX Luxventure common stock. The Form 4 reports a transaction price of $3.23 per share, reflecting the valuation used for the exchange of the unsecured promissory note into equity.

What debt was canceled in the JX Luxventure (JXG) insider transaction?

The transaction canceled $2,120,000 of debt owed by JX Luxventure. This amount represented the total outstanding balance under an unsecured promissory note that was due on demand and had been issued to Li Huidan on April 21, 2025.

How many JX Luxventure (JXG) shares does Li Huidan hold after the transaction?

Following the debt-for-equity exchange, Li Huidan directly holds 685,807 shares of JX Luxventure common stock. This figure reflects the new position reported in the Form 4 after receiving 650,307 additional shares in the restructuring transaction.

What does transaction code J mean in the JX Luxventure (JXG) Form 4 filing?

Transaction code J in the Form 4 indicates an "other" type of acquisition or disposition. In this JX Luxventure filing, it reflects a restructuring transaction where Li Huidan exchanged a $2,120,000 unsecured promissory note for 650,307 shares of common stock.

Was the JX Luxventure (JXG) insider transaction an open-market buy or sell?

The transaction was not an open-market buy or sell. It is classified as an "other" transaction, specifically a debt-for-equity exchange where a $2,120,000 unsecured promissory note was canceled in return for 650,307 newly issued JX Luxventure common shares.