UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 6-K/A
 
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
CURRENT REPORT
 
For the month of October, 2018
 
Dragon Jade International Limited
(Exact name of registrant as specified in its charter)
 
British Virgin Islands
 
0-53593
 
None
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
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.
 
Form 20-F   ☒
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):   ☐
 
 
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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.
 
 
EXHIBIT INDEX
   
Exhibit No . 
 
Description
 
     
 


 
 
 

 
2

 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
Dragon Jade International Limited
     
 
 
 
 
By:
/s/ Yat Man, Lai
 
 
Yat Man, Lai
 
 
Chief Executive Officer
 
Date: October 9, 2018
 
 
 
 
 
 
 
 
 
 
 
 

 
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Exhibit 2.1
 
 
SHARE SALE AND PURCHASE AGREEMENT

THIS AGREEMENT is made on the 3 rd day of October, 2018

BETWEEN:-

(1)
CHINA MANAGEMENT SERVICES LIMITED of 17 th Floor, China Hong Kong Tower, 8-12 Hennessy Road, Hong Kong ( hereinafter referred to as "the Vendor "); and

(2)
DRAGON JADE INTERNATIONAL LTD. of Unit 306-308, 3/F., Yale Industrial Centre, 61-63 Au Pui Wan Street, Fo Tan, N.T., Hong Kong (hereinafter referred to as "the Purchaser");

(Collectively hereinafter referred to as "parties")

RECITALS:

(1)
The Vendor is a company incorporated in Hong Kong and is engaging in wine distribution. The Vendor owns 10,000 ordinary shares of Montrose Food & Wine H.K. Limited (hereinafter referred to as "Montrose HK") which represents 100% of the ordinary share capital of Montrose HK.

(2)
The Vendor has agreed to sell 10,000 ordinary shares in Montrose HK (hereinafter referred to as "Sale Shares") being an aggregate of 100% of the total issued ordinary shares upon the terms and conditions set out in this Agreement.

NOW IT IS AGREED as follows:-

1.
SALE AND PURCHASE
1.1
Subject to the terms of this Agreement, the Vendor shall sell to the Purchaser and the Purchaser shall purchase with effect from Completion free from all charges, liens, encumbrances and other adverse claims on or after Completion the Sale Shares.

1.2
Purchaser or its nominee(s) shall be entitled to exercise all rights attached or accruing to the Sale Shares including, without limitation, the right to receive all dividends, distributions or any return of capital declared, paid or made by Montrose HK on or after completion.

2.
CONSIDERATION
2.1
The total consideration for the Sale Shares under this Agreement shall include Cash Consideration, HK$2,000,000.00 and Consideration Shares, 100,000 shares of common stock of the Purchaser.
2.2
The Cash Consideration shall be paid upon the execution of this Agreement.  (repayment of the loan of HK2,000,000.00 due to Kirin Jade Holdings Limited by the Purchaser on behalf of the Vendor is hereby agreed and deemed as payment under this Agreement).
2.3
The Purchaser shall proceed with the issuance of the Consideration Shares to the Vendor.
.
3.
Transfer of Sale Shares
Upon the execution of this Agreement:

3.1
The Vendor   shall deliver duly signed instrument of transfer dated the date of this Agreement and bought and sold notes to effect the sale of the Sale Shares to the Purchaser and/or his nominee(s) upon the execution.
3.2
The Vendor shall deliver a waiver of any outstanding and existing applicable rights of pre-emption, duly signed as appropriate.
3.3
The Vendor shall deliver the necessary resolutions to approve this Sale and Purchase Agreement, subject to stamping the Sale Shares to the Purchaser and/or his nominee(s).
 
 
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3.4
The Vendor shall procure that the name of the Purchaser and/or his nominee(s) be entered in the register of members of Montrose HK as registered holder of the Sale Shares and shall issue and deliver to the Purchaser and/or his nominee(s) a share certificate in respect of the Sale Shares.
3.5
The Vendor shall arrange stamping of the transfer documents for the Sale Shares upon receiving notice from the Purchaser.  The Purchaser shall bear the stamp duty costs and disbursements incurred in these transactions.
3.6
The Vendor shall provide a duly executed waiver of any obligation owed by Montrose HK to the Vendor.

4.
COMPLETION
Completion shall take place within 30 days after the signing of this Agreement.  At Completion, The Purchaser shall deliver to the Vendor the share certificates representing the Consideration Shares issued to the Vendor.

5.
LEGAL COSTS
The parties shall each bear their respective legal and other costs and disbursements incurred in connection with this Agreement and the proposed transactions mentioned herein.

6.
SEVERABILITY
If any Clause of this Agreement is prohibited or unenforceable in any jurisdiction in relation to the parties, the prohibition or unenforceability will not invalidate the remaining provisions or affect the validity or enforceability of provisions in relation to any other party or in any other jurisdiction.

7.
NOTICES
Any notice to be served on either of the parties by the other shall be sent by prepaid record delivered or registered post or by telex or by electronic mail and shall be deemed to have been received by the addressee within seventy-two (72) hours of posting or twenty four (24) hours if sent by telex or by electronic mail to the correct telex number (with correct answerback) or correct electronic mail number of the addressee

8.
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of Hong Kong and the parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of Hong Kong.

THIS AGREEMENT has been signed on the day and year first above written.

 
GREATER CHINA WINE DISTRIBUTOR LIMITED
     
     
 
By:
 
/s/ Louis McDaniel Bowen
 
Name: Louis McDaniel Bowen
 
Title: Director
   
   
 
DRAGON JADE INTERNATIONAL LIMITED
     
     
 
By:
 
/s/ Fung Kwok Wing
 
Name: Fung Kwok Wing
 
Title: Director
 
 
 
 
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Exhibit 99.1
 
 
Dragon Jade to Restructure Montrose Group Acquisition

HONG KONG, October 9, 2018 (GLOBE NEWSWIRE) – Dragon Jade International Limited ("Dragon Jade" or "the Company") (OTCQX: DGJI), a provider of premier products and services, today announced that it will restructure its acquisition of the Montrose Group.

As previously disclosed, Dragon Jade 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.

"We remain optimistic about the long-term benefits of this acquisition," commented Dr. Steve Lai, CEO of Dragon Jade. "We believe that there are significant operational and growth synergies to be achieved. At the same time, in order to optimize these benefits, we also want to ensure that the acquisition is optimally structured."
 
About Dragon Jade

Dragon Jade International Limited (OTCQX: DGJI) is a provider of premier products and services serving high net worth and affluent middle class consumers in Greater China. Through its significant international experience and regional network, Dragon Jade is focused on identifying, developing, and marketing products from other countries in order to meet the increasing demand for better health and quality of life in Asia. For more information, please visit www.dragonjade.com.

Safe Harbor Statement

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. Without limiting the generality of the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate" or "continue" or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict and many of which are beyond the control of Dragon Jade. Actual results may differ from those projected in the forward-looking statements due to risks and uncertainties, as well as other risk factors that are included in the Company's filings with the U.S. Securities and Exchange Commission. Although Dragon Jade believes that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in forward-looking statements will be realized. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by Dragon Jade or any other person that their objectives or plans will be achieved. Dragon Jade does not undertake any obligation to revise the forward-looking statements contained herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
 
 
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Contacts:

Investor Relations:

Rose Zu
ICR Inc
646-277-1287
Rose.Zu@icrinc.com

Media:

Corporate Relations Department
Dragon Jade International
info@dgjigroup.com
(+852) 2695-6999
 
 
 
 
 
 
 
 
 
 
 
 
 

 


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