AND EXCHANGE COMMISSION
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
EXCHANGE ACT OF 1934
the month of February 2019.
File Number: 001-35755
name of registrant as specified in its charter)
Jiangsu, China 212300
of principal executive offices)
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
20-F ☒ Form 40-F ☐
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual
report to security holders.
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document
that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant
is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the
home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a
press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing
a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
February 9, 2019, Urban Tea, Inc. (the “
,” previously known as Delta Technology Holdings Limited), Elite
Ride Limited (“
”), the Company’s wholly owned subsidiary and HG Capital Group Limited, a private
limited company duly organized under the laws of Hong Kong (the “
”) and entered into certain Share
Purchase Agreement (the “
”). Pursuant to the Purchase Agreement, the Purchaser agreed to
purchase Elite in exchange of cash purchase price of $1,750,000 (the “
”). The transaction contemplated
by the Purchase Agreement is hereby referred as
via its 100% owned subsidiary Delta Advanced Materials Limited, a Hong Kong corporation (“
in turn, holds all the equity interests in all the operating subsidiaries in the PRC: Jiangsu Yangtze Delta Fine Chemical Co.,
”), and Binhai Deda Chemical Co., Ltd (“
closing of the Disposition is subject to the closing conditions set forth in the Purchase Agreement, including the payment of
the Consideration, the receipt of a fairness opinion from Benchmark Company, LLC (or such other financial advisor as approved
by the Board), and the approval of the Company’s shareholders.
closing of the Disposition, the Purchaser will become the sole shareholder of Elite and as a result, assume all assets and obligations
of all the subsidiaries and VIE entities owned or controlled by Elite.
Disposition was approved by the board of directors of the Company.
Below is the Company’s structure chart before the completion
of the Purchase Agreement.
Company’s structure chart after the completion of the Purchase Agreement.
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
February 19, 2019