Jx Luxventure Limited Announces Closing Of $3,900,000 Series D Convertible Preferred Stock

JX Luxventure Limited (NASDAQ: LLL) (the "Company"), a company engaged in casual menswear, cross-border merchandise, airfare and tourism business announced today that the Company has closed a private placement offering (the "Offering") of its newly-designated Series D Convertible Preferred Stock, par value $0.0001 per share ("Series D Convertible Preferred Stock"), in which the Company issued 100,000 shares of Series D Convertible Preferred Stock (the "Shares") for the total gross proceeds of $3,900,000. The Shares were issued to an accredited investor not affiliated with the Company, in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D promulgated thereunder, pursuant to the terms of the Certificate of Designation, Preferences and Rights of Series D Convertible Preferred Stock (the "Certificate of Designation") and the subscription agreement between the investor and the Company, dated as of November 1, 2021. As stated in the Certificate of Designation, shares of Series D Convertible Preferred Stock vote together with holders of shares of common stock, par value $0.0001 per share (the "Common Stock") of the Company on an as-if-converted basis; have no special dividend right, ranks equal to the Common Stock with respect to rights upon liquidation and are convertible into shares of Common Stock on a 1 do 13 basis at any time following the issuance. However, the conversion is limited to the extent that no conversion may occur if the number of shares of Common Stock to be issued pursuant to such conversion, when aggregated with all other shares of Common Stock owned by the holder of such shares at such time, would result in the holder beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares of Common Stock.