SecProbe.io

CORRESP
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    Mark Crone

    Managing Partner

    mcrone@cronelawgroup.com

    Eleanor Osmanoff

    Partner

    eosmanoff@cronelawgroup.com

VIA EDGAR

October 31, 2023

THE UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

Office of Trade and Services

Division of Corporation Finance

Washington, D.C. 20549

    Attn:
    Amy Geddes, Lyn Shenk, Rucha Pandit and Donald Field

    Re:

    Re: JX Luxventure Ltd

    Form 20-F for Fiscal Year Ended December 31,
    2022

    Filed May 12, 2023

    File No. 001-35715

Ladies and Gentlemen:

On
behalf of our client, JX Luxventure Limited (the “Company”), we are responding to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) contained in the letter dated October 16, 2023 (the “Comment
Letter”), relating to the above-referenced annual report on Form 20-F for the year ended December 31, 2022, as amended by Amendment
No. 1, dated May 15, 2023 and Amendment No. 2, dated August 31, 2023 (collectively, the “Annual Report”). Concurrently with
the submission of this letter, the Company is filing Amendment No. 3 to the Annual Report (“Amendment No. 3”).

Set
forth below are the Company’s responses to the Staff’s comments. The Staff’s comments are repeated below in bold and
are followed by the Company’s responses. All references in this response letter to the Annual Report include the references
to Amendment No. 3 to the Annual Report. Page references in the text of this response letter correspond
to the page numbers of Amendment No. 3.

Amendment No. 2 to Form 20-F for Fiscal
Year Ended December 31, 2022

Item 3. Key Information, page 1

1. We note your response
to comment 2 and reissue in part. Please revise your disclosure to clearly acknowledge that Chinese regulatory authorities could disallow
the holding company structure, which would likely result in a material change in your operations and/or a material change in the value
of your securities, including that it could cause the value of your securities to significantly decline or become worthless.

Response: In response
to this Staff’s comment, the Company revised its disclosure on page 1 of Item 3, acknowledging that Chinese regulatory authorities
could disallow the Company’s holding structure, which would likely result in a material change in the Company’s operations
and/or a material change in the value of its securities, including that it could cause the value of its securities to significantly decline
or become worthless. The Company also added a risk factor to the summary of risk factors disclosing the risks related to our corporate
structure and included cross-references to the risk factors under the heading “Risks Related to Our Corporate Structure.”

United States Securities and Exchange Commission

October 31, 2023

Page 2

2. We note your response
to comment 4 and reissue in part. Please revise your cash flows disclosure here to provide cross-references to the consolidated financial
statements. Additionally, please also include the entirety of your Item 3 disclosure regarding transfers of cash throughout your organization
in Item 5. Operating and Financial Review and Prospects.

Response: In response
to this Staff’s comment, the Company revised the disclosure regarding cash flows, providing cross-references to the consolidated
financial statement and included these disclosures contained in Item 3 regarding transfers of cash throughout the Company’s organization
in Item 5 Operating and Financial Review and Prospects.

3. We note your
response to comment 5 and reissue. Please amend your disclosure here and in the summary risk factors and risk factors sections to clearly
state that, to the extent cash or assets in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds or assets may not
be available to fund operations or for other use outside of the PRC/Hong Kong due to interventions in or the imposition of restrictions
and limitations on the ability of you and your subsidiaries by the PRC government to transfer cash or assets. Please also include this
disclosure in Item 5. Operating and Financial Review and Prospects.

Response: In response
to this Staff’s comment, the Company revised its disclosures in Item 3, in the summary risk factors and risk factors to clearly
state that to the extent cash or assets in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds or assets may not
be available to fund operations or for other use outside of the PRC/Hong Kong due to interventions in or the imposition of restrictions
and limitations on the ability of you and your subsidiaries by the PRC government to transfer cash or assets. The Company also added this
disclosure in Item 5. Operating and Financial Review and Prospects.

4. We note your response
to comment 7 and reissue. Please revise to provide a summary of risk factors and disclose the risks that your corporate structure and
being based in or having the majority of the company’s operations in China poses to investors. In particular, describe the significant
regulatory, liquidity, and enforcement risks with specific cross-references (title and page) to the more detailed discussion of these
risks in the annual report. For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties
regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the risk
that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings conducted
overseas or foreign investment in China-based issuers, which could result in a material change in your operations and/or the value of
your securities. Acknowledge any risks that any actions by the Chinese government to exert more oversight and control over offerings that
are conducted overseas or foreign investment in China-based issuers could significantly limit or completely hinder your ability to offer
or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

Response: In response
to this Staff’s comment, the Company has added a summary of risk factors disclosing the risks of the Company’s corporate structure
and being based in or having the majority of the company’s operations in China poses to investors. The Company also added to the
summary of risk factors the risks arising from the legal system in China, including (i) risks and uncertainties regarding the enforcement
of laws and that rules and regulations in China can change quickly with little advance notice; (ii) risk that the Chinese government may
intervene or influence the Company’s operations at any time, or may exert more control over offerings conducted overseas or foreign
investment in China-based issuers; (iii) risks that any actions by the Chinese government to exert more oversight and control over offerings
that are conducted overseas or foreign investment in China-based issuers could significantly limit or completely hinder our ability to
offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.

United States Securities and Exchange Commission

October 31, 2023

Page 3

5. We note your response
to comment 8 and reissue in part. In this regard, we note your representation that you “have obtained all material licenses and permits.”
The disclosure here should not be qualified by materiality. Please make appropriate revisions to your disclosure. Additionally, to the
extent you did not rely on an opinion of counsel regarding your conclusions in this section (PRC Government Permissions and Approvals),
state that is the case and explain why such an opinion was not obtained.

Response: In response
to this Staff’s comment, the Company revised its disclosure, eliminating the previous qualification language and stating that upon
consultation with its PRC legal counsel, the Company believes that it obtained all licenses and permits.

A. Operating Results

Comparison of Fiscal Years Ended December 31, 2022, 2021, and
2020

Administrative expenses, page 73

6. We note your response
to comment 10. Based on your revised disclosure, it appears stock was issued in lieu of cash due to your desire to conserve cash. Based
on the financial information provided for the six-month period ended June 30, 2023 as compared to the six-month period ended June 30,
2022 furnished on Form 6-K filed August 16, 2023, we note no similar level of cash compensation. Please tell us specifically to what this
compensation relates, how the valuation was determined, and why there is no similar cash expense in the latest interim period.

Response: In response
to the Staff’s comment, please see below the following explanation. Administrative expenses increased by $49.19 million or 717.2%
to $56.04 million in 2022, up from $6.86 million in 2021. This substantial increase was primarily attributed to a rise in equity-based
employee compensation, which totaled $53.3 million in 2022 versus $4.4 million in 2021. Specifically,
the company issued 54.73 million shares of common stock to employees, officers and directors in 2022 as equity compensation.  The
number of shares granted was based on the individuals’ value and necessity to Company’s operations, as well as share price trends. Due
to challenging macroeconomic conditions in 2022, raising capital was very difficult amidst the significant downturn in global financial
markets. The Company provided such equity-based compensation to its directors and employees working in the technology consulting solution
business. By providing equity compensation instead of cash, Company aimed to conserve operating cash as it built on its technology consulting
solution. Initially, we expected building out the solution to take two years. However, the employees exceeded the Company’s expectations,
delivering the solution in one year instead of two years. Their equity-based compensation comprised of annual salary and bonus for the
accelerated delivery.

In determining the specific
compensation to employees serving as bonuses, the directors took into consideration the value of the services performed by the employees,
the performance of the stock price during the past 12-month, anticipated China economic conditions, and anticipated performance of the
China based stock listed in the U.S. Upon completing the technology consulting project, those employees terminated their employment with
the Company and for that reason, did not receive equity compensation during 2023. Additionally, the Company did not issue any awards to
its directors as compensation under the equity incentive plan during the first 6 months ended June 30, 2022, and for that reason no such
compensation was reflected in our 6-month report ending June 30, 2022.

Item 5. Financial Review and Prospects

Critical Accounting Policies

Revenue Recognition

Revenue from selling of airline-ticket, page 79

7. We note your response
to comment 11 and the added disclosure with regard to the selling of airline tickets. Please tell us in your response the portion of revenue
earned from airline tickets during fiscal 2022 that resulted from specific requests by airline ticket agencies, the portion of revenue
earned by you for tickets purchased based on your judgment of potential trends, not in response to any specific request, and revenue recorded
from sales of tourism packages. As a related matter, please tell us the consideration given to disclosing this information in the notes
to your financial statements as further disaggregation of revenue. Refer to the guidance in paragraphs B87-89 of IFRS 15.

Response:  In
response to this Staff’s comment, please find the following explanation from the Company. During the fiscal year ended December
31, 2022, the portions of revenue earned by the Company from specific requests by airline ticket agencies and revenue of tourism packages
were $79,084,489 and $7,853, respectively. The portion of the Company’s revenue for airline tickets purchased based on our judgment
of potential trends was recorded as inventory of $25,512 as of December 31, 2022, which was sold out during 2023. Considering the similar
nature of the three revenue types and immaterial amount of the two types of business, the Company simply combined them as one segment.

United States Securities and Exchange Commission

October 31, 2023

Page 4

8. Please tell us in your
response whether you decide when and how to resell all the tickets, or whether your contracts, once accepted by airline ticket agencies,
contain specific passenger information and sales instructions.

Response: In response
to this Staff’s comment, the Company provided the following explanation: We are an air ticket supplier to operators of online ticket
platforms, our business customers. We initially receive from our business customers information that show only the flight number and date,
without passenger information. When our price is accepted by our business customer, meaning that we won the bid, our business customers
provide us with the passenger information and request us to issue the airline ticket.

9. We note that one airline
ticket agency, Customer A, accounted for 93% of your revenue. Please tell us in your response the specific cost of sales related to Customer
A.

Response: The specific costs of sales related
to Customer A for our airline ticket services comprise of the cost of airline tickets brought from airlines (including air-ticket amendment
fee) after discount, netting-off returns of tickets to the airline companies.

10. Please tell us in your
response how your return and/or replacement guarantees differ from that of the actual airlines providing the travel service. Include in
your response, for each period an income statement is presented, your provision for losses related to these guarantees and actual losses
recognized.

Response: In response
to this Staff’s comment, please see the following explanation from the Company: The Company’s return and replacement policy
differs from the actual airlines providing the travel services in that, in accordance with our contracts with our the business customers,
the Company guarantees the return and/or replacement of tickets to its business customers, notwithstanding that the airline companies
may refuse changes to exchange and/or return the tickets. In that regard, we take a risk of loss associated with the airline tickets purchased
by us. For the fiscal years ended 2022 and 2021, the Company recognized $965,169 and $916,678, respectively, as losses related to these
guarantees. We did not make provision for the loss because the return or replacement usually happened less than 15 days after revenue
recognized and unexpectable.

11. We note your response
to comment 11. Based on your response and disclosure, it appears you have two models of sales for airline tickets: (A) those in which
end consumers first place orders for tickets with the travel agencies and (B) those in which you buy tickets in advance of end consumers
placing orders for tickets.

With regard to “A,”
you state that travel agencies “receive demands from” end consumers and then solicit bids to meet that demand from suppliers
such as you. Please tell us whether the bid solicitation is at a fixed price set by the travel agency (e.g., is a supplier willing to
sell us, the travel agency, X ticket for $Y price) or at an unstated price by the travel agency (e.g., we, the travel agency, need X ticket
and we will buy it from the best bidder’s price). If the latter, please tell us how the travel agencies price such tickets for end
consumers ahead of purchase absent priced ticket inventory (because it has to be put out for bid). Please also clarify for us what the
term “receives the demands” means.

Please tell us whether
your tr