{"url_path":"/sec/jxg/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1546383/0001213900-26-057231-index.html","accession_number":"0001213900-26-057231","cik":"0001546383","ticker":"JXG","issuer_name":"JX Luxventure Group Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1546383/0001213900-26-057231-index.html","primary_entity_key":"0001546383","primary_entity_name":"JX Luxventure Group Inc."},"word_count":3154,"has_tables":true,"body_markdown":"**ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**\n\n \n\n**A. Directors and Senior Management**\n\n \n\nThe following table sets forth certain information\nregarding our directors and senior management as of the date of this Annual Report.\n\n \n\n**NAME**\n \n**AGE**\n \n**POSITION**\n\nSun Lei\n \n42\n \nChief Executive Officer, Co-chairwoman and Director\n\nHuidan Li\n \n44\n \nCo-chairman and Director\n\nMu Ruifeng\n \n61\n \nIndependent Director\n\nTiange Yin\n \n26\n \nIndependent Director\n\nJin Yan\n \n55\n \nIndependent Director\n\n \n\n**Ms. Sun Lei.**Ms. Sun, age 42, has been\nour Chief Executive Officer and a director of our Board since December 21, 2020, and our Interim Financial Officer and Co-Chairwoman since\nNovember 7, 2022. She is an expert in management operation and an avid world traveler. She was: i) the CEO of a family-owned conglomerate\nand, during her tenure, fully revamped its operation and expanded its business operation through mergers and acquisitions; ii) formed\na partnership with Richemont International Group in Paris; and iii) founded Jinxuan Luxury Tourism Group in 2016, engaging in the operation\nof global high-end business jets, luxury brand yachts and automobiles. In addition to her rich experience in luxury goods management,\nMs. Sun is also an E-Commerce entrepreneur. Ms. Sun Lei graduated from Emlyon Business School in France with a Bachelor’s degree\nin business administration, a Master’s Degree in economics and a Master’s degree in finance. She also studied at School of\nEconomics and Management of Tsinghua University.\n\n \n\n**Mr. Huidan Li.** Mr. Li, age 44, has been\nour Chairman and a director of our Board since December 21, 2020, and now is a Co-chairman since November 7, 2022. He is the founder of\nBaofu (Beijing) Holding Co., Ltd (“Baofu”). For the past fifteen (15) years, Mr. Li successfully expanded its business into\nreal estate, import and export, fin-tech and medical sectors. Baofu currently operates more than 15 companies. Mr. Li received his MBA\ndegree from University of Hawaii.\n\n \n\n**Mr. Mu Ruifeng.**Mr. Mu, age 62, has been\nthe independent director of our Board since October 25, 2020. He is the founder of Xinruifeng Property Marketing Management Co., Ltd.\nand Xinruifeng Investment Group Co., Ltd. He is currently serving as the general manager and chairman of the board of those two companies.\nIn addition, Mr. Mu also is the vice president of the Overseas Chinese Chamber of Commerce and a Hong Kong, Macao and Taiwanese specially\ninvited member of the Foreign Affairs Committee. Mr. Mu is also an investor in Touch Stone Investment Pty, Ltd., a fund based in Australia\nfocusing on the real estate market since 2015. Mr. Mu has acquired a range of expertise in business based upon his over 30 years in the\nbusiness world. In addition, Mr. Mu was appointed by the board of directors as the Chair of the Audit Committee. Our board of directors\nhas also determined that Mr. Mu is an “audit committee financial expert”.\n\n \n\n90\n\n \n\n \n\n**Mr. Jin Yan.**Mr. Jin, age 56, has been\nthe independent director of our Board since October 25, 2020. He has over 20 years of marketing experience in the entertainment industry.\nHe is also a well-known entertainment agent, having represented superstars such as Andy Lau for almost ten years. Mr. Jin is currently\nthe president of Zhongshi Culture Communication Co., Ltd, which he founded in 2015. Mr. Jin was also appointed as a member of the Audit\nCommittee of the Company.\n\n \n\n**Ms. Tiange Yin**, age 26, was appointed\nto our Board and to the Audit Committee on March 13, 2026, following the Board’s determination that she meets the independence\ncriteria for directors and additional independence criteria prescribed by Nasdaq listing rules and SEC Rule 10A-3 for members of the\nAudit Committee. She has over 5 years of experience in the accounting sector. For the last 5 years, she has been working at Zhi CPA,\nstarting as an associate in 2022 and progressing to a position of senior manager in 2024. She is a graduate of King’s College London.\n\n \n\nOur Board currently consists of five (5) members.\nEach director will serve until the next annual meeting of shareholders of the Company or until removed by other actions, in accordance\nwith the Company’s Bylaws.\n\n \n\nHuidan Li and Sun Lei are spouses. No other family\nrelationship exists between any of the persons named above.\n\n  \n\n**B. Compensation**\n\n \n\nFollowing the SEC’s\napproval of Nasdaq’s proposed clawback listing standards, under Rule 10D-1, which directed companies to adopt and comply with a\nwritten clawback policy, to disclose and file the policy as an exhibit to its annual report, we adopted a clawback policy on November\n30, 2023.\n\n \n\nFor the years ended December 31, 2025 and December\n31, 2024, we did not pay cash as compensation to our directors and executive officers as a group. We do not set aside or accrue any amounts\nfor pension, retirement or other benefits for our directors and senior management. However, we reimburse our directors for out-of-pocket\nexpenses incurred in connection with their services in such capacity.\n\n \n\nFor the year ended December 31, 2025, we provided\nthe following equity compensation to our directors:\n\n \n\nOn January 3, 2026, the Company issued an aggregate\nof 140,000 shares of its common stock (the “Bonus Shares”) to the four members of the Board, including the Co-Chairman, Huidan\nLi, and the three independent directors, Baojun Zhu, Mu Ruifeng and Jin Yan. Each such director received 35,000 shares of Common Stock\nas compensation for such director’s services for the fiscal year ended 2025.  \n\n \n\nFor the years ended December 31, 2024 and December\n2023, we did not grant shares to our directors and officers, including our Chief Executive Officer.\n\n \n\nEquity Incentive Plans\n\n \n\nOn December 24, 2018, the Board of Directors\nof the Company adopted the 2018 Equity Incentive Plan, or the 2018 Plan, for up to 3,333 shares of Common Stock as equity incentives\nto its directors, employees and consultants. \n\n \n\n2022 Equity Incentive Plan\n\n \n\nOn January 11, 2022, we terminated the 2018 equity\nincentive plan and adopted a new equity incentive plan (the “2022 Plan”) that provided for a maximum of 16,667 shares of Common\nStock authorized for issuance. Between February 12, 2022, and October 25, 2022, the Company issued all of the shares of Common Stock available\nfor issuance under the 2022 Plan. \n\n \n\n91\n\n \n\n \n\nThe New 2022 EIP, as amended.\n\n \n\nOn October 26, 2022, the Board terminated the\n2022 Plan and adopted JX Luxventure Limited the New 2022 Equity Incentive Plan (the “New 2022 EIP”), which authorized 66,667\nmaximum shares of Common Stock for issuance. On May 7, 2025, the Company amended the New 2022 EIP by Amendment #1 to, among other things,\n(i) change the name of the plan from “JX Luxventure Limited New 2022 Equity Incentive Plan” to “JX Luxventure Group\nInc. New 2022 Equity Incentive Plan”, to reflect the current name of the Company; (ii) increase the maximum number of shares authorized\nunder the New 2022 EIP to 1,666,667 shares of Common Stock, and (ii) eliminate limitation on the maximum number of shares to be issued\nunder the New 2022 EIP to any individual participant in any one fiscal year of the Company. On August 1, 2025, the Company further amended\nthe New 2022 EIP by Amendment #2, which reduced the maximum number of shares of Common Stock authorized for issuance under the New 2022\nEIP from 1,666,667 to 666,667 shares of Common Stock. Amendment #2 was approved by the unanimous written consent of the Board and by written\nconsent of the holders of 52% of the total issued and outstanding capital stock of the Company.\n\n \n\nThe 2026 Equity Incentive Plan\n\n \n\nOn January 5, 2026, the Board terminated 2022\nEIP, as amended, and approved the adoption of the 2026 Equity Incentive Plan (the “2026 Plan”), effective immediately. The\nholders of approximately 61% of the total issued and outstanding capital stock of the Company approved the terms and provisions of the\n2026 Plan, in accordance with the applicable provisions of the BCA and the Company’s Bylaws.\n\n \n\nThe maximum aggregate number of shares of Common\nStock, issuable under the 2026 Plan shall be four million five hundred thousand (4,500,000) shares, subject to adjustments in the event\nof certain reorganizations, mergers, combinations, recapitalizations, share splits, share dividends, or other similar events which change\nthe number or kind of shares outstanding. \n\n \n\nThe following paragraphs summarize the terms of\nthe 2026 Plan.\n\n \n\n*Purpose.* The purposes of the 2026 Plan\nare to promote the long-term growth and profitability of the Company and its affiliates by stimulating the efforts of employees, directors\nand consultants of the Company and its affiliates who are selected to be participants, aligning the long-term interests of participants\nwith those of shareholders, heightening the desire of participants to continue in working toward and contributing to our success, attracting\nand retaining the best available personnel for positions of substantial responsibility, and generally providing additional incentive for\nthem to promote the success of our business through the grant of awards of or pertaining to our Common Stock. The 2026 Plan permits the\ngrant of ISOs, NSOs, Restricted Shares, Restricted Share Units, Share Appreciation Rights, Performance Units and Performance Shares as\nthe administrator of the 2026 Plan may determine.\n\n \n\n*Administration*. The 2026 Plan is administered\nby our Board. The administrator has the authority to determine the specific terms and conditions of all awards granted under the 2026\nPlan, including, without limitation, the number of shares of common stock subject to each award, the price to be paid for the shares and\nthe applicable vesting criteria. The administrator has the discretion to make all other determinations necessary or advisable for the\nadministration of the 2026 Plan.\n\n \n\n*Eligibility*. NSOs, Restricted Shares, Restricted\nShare Units, Share Appreciation Rights, Performance Units and Performance Shares may be granted to employees, directors or consultants\neither alone or in combination with any other awards. ISOs may be granted only to employees of the Company, and of any parent or subsidiary.\n\n \n\n92\n\n \n\n \n\n*Shares Available for Issuance Under the\n2026 Plan*. Subject to adjustment as described below, (a) the maximum aggregate number of shares that may be issued under the\n2026 Plan is 4,500,000 shares of Common Stock, (b) to the extent consistent with Section 422 of the Internal Revenue Code of\n1986, as amended (the “Code”), Subject to the certain provisions of the 2026 Plan, including but not limited to, the\nreorganizations, combinations, mergers,  to the extent consistent with Section 422 of the Code, the shares may be issued as\nISOs under the 2026 Plan as to be determined by the Administrator; only employees of the Company or any parent or subsidiary shall be eligible for the grant of ISOs; for\nawards denominated in Shares and satisfied in cash. The number and class of shares available under the 2026 Plan are subject to\nadjustment in the event of certain reorganizations, mergers, combinations, recapitalizations, share splits, share dividends, or\nother similar events which change the number or kind of shares outstanding.\n\n \n\n*Transferability.* Unless otherwise provided\nin the 2026 Plan or otherwise determined by the administrator, an award may not be sold, pledged, assigned, hypothecated, transferred,\nor disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of\nthe participant, only by the participant. However, the administrator may, at or after the grant of an award other than an ISO, provide\nthat such award may be transferred by the recipient to a “family member” (as defined in the 2026 Plan); provided, however,\nthat any such transfer is without payment of any consideration whatsoever and that no transfer shall be valid unless first approved by\nthe administrator, acting in its sole discretion, and as required by our Restated Articles. If the administrator makes an award transferable,\nsuch award will contain such additional terms and conditions as the administrator deems appropriate.\n\n \n\n*Termination of, or Amendments to, the 2026\nPlan*. The Board may at any time amend, alter, suspend or terminate the 2026 Plan, provided that the Company will obtain shareholder\napproval of any amendment to the extent necessary and desirable to comply with applicable Laws. No amendment, alteration, suspension or\ntermination of the 2026 Plan will impair the rights of any participant, unless mutually agreed otherwise between the participant and the\nadministrator, which agreement must be in writing and signed by the participant and the Company. Termination of the 2026 Plan will not\naffect the administrator’s ability to exercise the powers granted to it hereunder with respect to awards granted prior to the date\nof such termination. \n\n \n\nThe 2026 Plan will terminate ten years following\nthe date it was adopted by the Board, unless sooner terminated by the Board.   \n\n**Employment Agreements**\n\n \n\nWe currently do not have employment agreements\nwith our executive officers and we have not entered into any fixed compensation arrangements with any of our directors.\n\n \n\nOn July 12, 2022, the Company entered into the 2022 Employment Agreement\nwith Sun Lei for a one (1) year term, which expired on July 11, 2023.    \n\n \n\n**C. Board Practices**\n\n \n\nOur Board currently consists of five members, namely Sun Lei, Huidan\nLi, Mu Ruifeng, Jin Yan, and Tiange Yin.\n\n \n\nThe Board has established the Audit Committee,\nwhich is comprised entirely of independent directors. From time to time, the Board may establish other committees.\n\n \n\n*Audit Committee*\n\n \n\nOur Audit Committee is currently composed of three\nmembers: Mu Ruifeng, Jin Yan, and Tiange Yin. Our Board of Directors determined that each member of the Audit Committee meets the independence\ncriteria prescribed by applicable regulation and the rules of the SEC for audit committee membership. Each Audit Committee member also\nmeets NASDAQ’s financial literacy requirements. Mu Ruifeng serves as Chair of the Audit Committee.\n\n \n\nOur Board has determined that Mr.\nMu Ruifeng is the “audit committee financial expert” as such term is defined in Item 407(d) of Regulation S-K promulgated\nby the SEC and also meets NASDAQ’s financial sophistication requirements. \n\n \n\n93\n\n \n\n \n\nThe Audit Committee oversees our accounting and\nfinancial reporting processes and the audits of the financial statements of our Company. The Audit Committee is responsible for, among\nother things:\n\n \n\n \n●\nthe appointment, compensation, retention and oversight of the work of the independent auditor;\n\n \n\n \n●\nreviewing and pre-approving all auditing services and permissible non-audit services (including the fees and terms thereof) to be performed by the independent auditor;\n\n \n\n \n●\nreviewing and approving all proposed related-party transactions;\n\n  \n\n \n●\ndiscussing the interim and annual financial statements with management and our independent auditors;\n\n \n\n \n●\nreviewing and discussing with management and the independent auditor (a) the adequacy and effectiveness of the Company’s internal controls, (b) the Company’s internal audit procedures, and (c) the adequacy and effectiveness of the Company’s disclosure controls and procedures, and management reports thereon;\n\n \n\n \n●\nreviewing reported violations of the Company’s code of conduct and business ethics; and\n\n \n\n \n●\nreviewing and discussing with management and the independent auditor various topics and events that may have significant financial impact on the Company or that are the subject of discussions between management and the independent auditors.\n\n \n\n**D. Employees**\n\n \n\nAs of December 31, 2025, we employed 95 full-time\nemployees. The following table sets forth the number of our full-time employees by function.\n\n \n\nFunction \nNumber of\nEmployees \n\nManagement and Administration \n 6 \n\nFinance \n 2 \n\nBusiness Development \n 54 \n\nIT R&D \n 33 \n\nTOTAL \n 95 \n\n \n\nWe believe that we have maintained a satisfactory\nworking relationship with our employees, and we have not experienced any significant labor disputes or any difficulty in recruiting staff\nfor company’s operations. None of company’s employees is represented by a labor union.\n\n \n\nOur employees in China participate in a state\npension plan organized by Chinese municipal and provincial governments. In addition, the company is required by Chinese law to cover employees\nin China with various types of social insurance. **See “Item 3. Key Information—D. Risk Factors—Risks Related to\nDoing Business in China— Our failure to fully comply with PRC laws relating to social insurance and housing accumulation fund may\nexpose it to potential administrative penalties**.”\n\n \n\n94\n\n \n\n \n\n**E. Share Ownership**\n\n \n\nThe following table lists,\nas of May 15, 2026, the number of shares of Common stock beneficially owned by (i) each person, entity or group each of our directors;\n(ii) each of our Named Executive Officers and (iii) all executive officers and directors as a group. Information relating to beneficial\nownership of common stock by our principal stockholders and management is based upon information furnished by each person using “beneficial\nownership” concepts under the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if\nthat person directly or indirectly has or shares voting power, which includes the power to vote or direct the voting of the security,\nor investment power, which includes the power to dispose or direct the disposition of the security. The person is also deemed to be a\nbeneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the SEC rules,\nmore than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner\nof securities as to which he or she may not have any pecuniary interest.\n\n \n\nExcept as noted below,\neach person has sole voting and investment power with respect to the shares beneficially owned and each stockholder’s address is\nc/o JX Luxventure, Bin Hai Da Dao No. 270, Lang Qin Wan Guo Ji Du Jia Cun Zong He Lou, Xiu Ying District, Haikou City, Hainan Province\n570100, People’s Republic of China.\n\n \n\nThe percentages below are calculated based on\n9,276,831 shares of Common Stock issued and outstanding as of May 15, 2026.\n\n \n\nName \nOffice, If Any \nTitle of\nClass \nAmount and\nNature of\nBeneficial\nOwnership  \n**Percent of Class(3) ** \n\nOfficers and Directors \n  \n  \n   \n  \n\nSun Lei \nChief Executive Officer, Interim Chief Financial Officer, Co-Chairwoman and Director \nCommon Stock \n 2,595,473(1)(2)  \n 28.0%\n\nHuidan Li \nCo-Chairman \nCommon Stock \n 685,807  \n 7.39 \n\nTiange Yin \nDirector \nCommon Stock \n 0  \n 0 \n\nMu Ruifeng \nDirector \nCommon Stock \n 35,167  \n 0.38%\n\nJin Yan \nDirector \nCommon Stock \n 35,167  \n 0.38%\n\nAll current officers and directors as a group (5 persons named above) \n  \nCommon Stock \n 3,351,614(1)(2)  \n 36%\n\n \n\n*\nLess than 1%\n\n \n\n(1)\nIncludes 350 shares of Common Stock held by Happy Brilliance Limited, a Cayman Islands company in which Sun Lei, our Chief Executive Officer, interim Chief Financial Officer, Co-Chairwoman and Director, has the sole voting and dispositive power.\n\n \n\n(2)\nDoes not include (i) 2,067 shares of Common Stock issuable upon conversion of 1,240,000 shares of Series A Preferred Stock; (ii) 1,250 shares of Common Stock issuable upon conversion of 150,000 shares of Series C Convertible Preferred Stock; and (iii) 1,733 shares of Common Stock issuable upon conversion of 80,000 shares of Series D Preferred Stock. All shares of preferred stock beneficially owned by Ms. Lei vote together with common stock on an as-converted basis.\n\n \n \n\n(3)\nThe percentage is calculated based upon Ms. Lei’s sole voting and dispositive power over 2,600,523 shares of Common stock, including 5,050 shares of Common stock issuable upon conversion of shares of Series A, C and D Preferred Stock.\n\n \n\n95"}