{"url_path":"/sec/jxg/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 MAJOR SHAREHOLDERS AND RELATED PARTY","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":980,"has_tables":true,"body_markdown":"**ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY\nTRANSACTIONS**\n\n \n\n**A. Major Shareholders**\n\n \n\nPlease refer to Item 6 “Directors, Senior\nManagement and Employees—E. Share Ownership.”\n\n \n\n**B. Related Party Transactions**\n\n \n\nOn May 22, 2022, the Board granted 1,667 shares\nof Common Stock to Sun Lei pursuant to the employment agreement between the Company and Sun Lei dated June 22, 2021 (the “2021 Employment\nAgreement”). The Shares bear the restrictive legend, as issued without registration under the Securities Act of 1933, as amended\n(the “Securities Act”), in reliance upon an exemption under Section 4(a)(2) of the Securities Act.\n\n \n\nOn June 22, 2022, the Board authorized a share repurchase program of\nup to US$5,000,000 of the Company’s common stock from time to time during a 12-month period by Mr. Lei, our Chief Executive Officer\nof Company (the “Share Repurchase Program”). The Repurchase Program provided that Mrs. Lei will not sell the shares in the\npublic market for at least two years. Purchase to the Repurchase Program, on March 28, 2023, she acquired in private negotiated transactions\n2,533 shares of Common Stock, at the total purchase price of $1,780,000; 1,240,000 shares of Series A Convertible Preferred Stock, convertible\ninto 2,067 shares of Common Stock at the total purchase price of $1,240,000; and 80,000 shares of Series D Convertible Preferred Stock,\nconvertible into 1,733 shares of Common Stock at the purchase price of $2,080,000.\n\n \n\nOn August 23, 2024, the Company issued to Huidan Li, the Co-Chairman\nof the Board, the 2024 Original Note, in the principal amount of $3,000,000 in consideration of the continuous advances of funds to the\nCompany On August 26, 2024, Mr. Li sold, transferred, and assigned the 2024 Original Note and, collectively, all of his rights, title\nand interest in, to and under the 2024 Original Note to eight Assignees, pursuant to the Assignment Agreement among the Company, Mr. Li\nas Assignor and the Assignees, and the Company issued to the Assignees promissory notes on the terms of the 2024 Original Note. Pursuant\nto the 2024 Exchange Agreement among the Company and the Assignees, on September 26, 2024, the Assignees canceled the total outstanding\nprincipal amount due under the promissory notes issued by the Company to the Assignees in exchange for the issuance of an aggregate of\n1,000,000 shares (each Holder was issued 125,000 shares) of Series E Convertible Preferred Stock.\n\n \n\nOn February 17, 2025, the Company issued a new\npromissory note (the “2025 Original Note”) to Mr. Li in the principal amount of $3,500,000, in consideration of funds advanced\nby Mr. Li to the Company. On April 21, 2025, Mr. Li transferred and assigned to six (6) investors (the “Assignees”) an aggregate\nof $1,380,000, representing a portion of the principal amount under the 2025 Original Note (the “Total Assigned Debt”), with\neach Assignee to be assigned a portion of the Total Assigned Debt equal to $230,000 (the “Assignment”), in consideration of\nthe purchase price of $230,000 from each Assignee. Upon Mr. Li’s assignment of the Total Assigned Debt to Assignees, the Company\nissued to Mr. Li a new promissory note in principal amount of $2,120,000, representing the total remaining outstanding amount due to Mr.\nLi under the 2025 Original Note, on the terms of the 2025 Original Note. The Company also issued promissory notes to each Assignee in\nthe principal amount of $230,000 (the “Investor Note”), recognizing each Assignee as the legal holder of the Assignment and\nthe noteholder of the Investor Note. The terms of the Investor Note are the same as the terms of the 2025 Original Note issued by the\nCompany to Mr. Li. On March 6, 2026, the Company and Mr. Li entered into the Debt Exchange Agreement, pursuant to which on March 26, 2026,\nthe Company issued to Mr. Li 650,307 shares of Common Stock, at the price of $3.23 per share, in exchange for the cancellation of $2,120,000\noutstanding amount under the promissory note, dated April 21, 2025.\n\n \n\nOn July 14, 2025, the Company issued 33,337 shares\nof Common Stock to Ms. Lei in exchange for cancellation of $510,000, representing a portion of the total outstanding amount due owed by\nthe Company to Ms. Lei.\n\n \n\nOn September 3, 2025, the Company and Sun\nLei entered into a new debt exchange agreement (the “Debt Exchange Agreement”), pursuant to which 0n September 25, 2025, at\nthe closing of the Debt Exchange Agreement, Company issued to her an aggregate of 2,352,941 shares of Common Stock at the purchase price\nof $0.85 per share in exchange for her cancellation of $2,000,000, representing a portion of the total outstanding amount of her loans\nto the Company.\n\n \n\n96\n\n \n\n \n\nOn December 16, 2025, the Company and Sun Lei\nentered into the Debt Exchange Agreement, pursuant to which the Company on January 2, 2026, at the closing of the Debt Exchange Agreement,\nthe Company issued to Ms. Lei an aggregate of 300,000 shares of Common Stock in exchange of her cancellation of $1,470,000, representing\na portion of the total outstanding amount of her loans to the Company.\n\n \n\nOn March 26, 2026, the Company and Ms. Lei entered\ninto a debt exchange agreement, pursuant to which on April 10, 2026, the Company issued to Ms. Lei 2,100,000 shares of Common Stock, at\nthe price of $2.986 per share, in exchange for her cancellation of $6,270,600, representing a portion of the total outstanding amount\ndue by the Company to Ms. Lei.\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. The whole Board previously approved and authorized\nthe issuance of the Bonus Shares.\n\n \n\n**C. Interests of Experts and Counsel**\n\n \n\nNot applicable."}