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Unit 2, 23/F, New World Tower I, 18 Queens Road, Central Hong Kong, SAR, China

(Address of Principal Executive Offices)

 

Registrant's telephone number, including area code:  011-852-3588 - 1780

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):   ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):   ☐

 

 

As previously disclosed, Dragon Jade International Limited (the "Company") entered into certain Share Sale and Purchase Agreement on August 24, 2018 (the "First Purchase Agreement") with Greater China Wine Distributor Ltd. ("Greater China") pursuant to which the Company agreed to acquire 80% of the issued and outstanding share capital of Greater China's subsidiary, China Management Services Limited ("CMSL"), for HK$2 million in cash and 100,000 restricted ordinary shares (the "Acquisition").

Upon completion of due diligence by the Company, the Company and Greater China agreed to terminate the Acquisition and the First Purchase Agreement. The Company therefore was voided the obligation to pay HK$2 million in cash and issue 100,000 ordinary shares as considerations.

Concurrently, the Company entered into a new Share Sale and Purchase Agreement with Greater China on October 3, 2018 (the "Second Purchase Agreement") pursuant to which the Company agreed to purchase 100% issued and outstanding share capital of Montrose Food & Wine H.K. Limited, a wholly-owned subsidiary of Greater China ("Montrose HK"), in consideration of HK$2 million in cash and 100,000 restricted ordinary shares. Montrose HK's business primarily focuses on importing and distribution of fine wine within Hong Kong and Macau SAR. The Company plans to market and sell its future healthcare products and services through Montrose HK's existing distribution channels.

The Second Purchase Agreement includes customary representations, warranties and covenants of the Company and Seller.

The foregoing description of the Second Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Second Purchase Agreement, a copy of which is filed as Exhibit 2.1 hereto.