United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

April 20, 2018

Date of Report (Date of earliest event reported)

Registrant's telephone number, including area code: (852) 2468-3012

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Forward Looking Statements

This Press 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. Forward-looking statements include statements concerning plans, objectives, goals, strategies, expectations, future events or performance and underlying assumptions and other statements which are other than statements of historical facts. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “would,” “expect,” “plan,” “project,” “anticipate,” “estimate,” “believe,” or “think.” Forward-looking statements involve risks and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements.

Investors should carefully consider these risks and review the risk factor disclosure and other information, including the Company’s financial statements and the notes thereto, set forth in the reports and other documents the Company files with the SEC available at www.sec.gov.

Item 8.01 Other Events.

On April 20, 2018, Phoenix Creation Global Limited (“Phoenix”), a subsidiary of Union Bridge Holdings Limited (the “Company”), entered into a Letter of Intent (the “LOI”) with Shenyang Shenhe Yixi Home Care Service Center (“Shenyang Yixi”) to enter into a joint venture (the “JV”) to promote the development of the elderly care business in China, in which Phoenix would own 65% and Shenyang Yixi would own 35%.

Shenyang Yixi operates 12 community elderly day-care centers (elderly day-care centers or activity centers) and a district home-care service center (a home-based elderly care center to provide service to the elderly at home) in Shenyang, Liaoning Province, China, which are owned by the government.

Shenyang Yixi has rented a building in Shenyang since 2016 to be renovated to operate as a nursing (elderly) care facility. The construction has been partially completed and partially paid for and is expected to be completed in first quarter of 2019. Shenyang Yixi would contribute this project to the new JV, which would complete the remaining construction work and operate the facility.

The parties estimate that the total remaining construction cost and rental expenses to be paid for the nursing care facility will be approximately RMB 31 million, and annual operation costs will be approximately RMB 8 million.

Shenyang Yixi would be responsible for the operation of the JV’s nursing care facility. Phoenix would be responsible for providing or arranging the funding for the construction and rental costs.

Shenyang Yixi also agreed to contribute the business of the 12 community elderly day-care centers and the district home-care service center that it operates to the JV. Shenyang Yixi also expects that the JV may be granted by the government the right to operate at least 15 additional elderly day-care centers in Shenyang by the end of 2018.

The parties intend to conduct due diligence over a 60-day period and will endeavor to enter into a definitive agreement for the JV within 30 days after that.

There can be no assurance that:

SIGNATURES

Pursuant 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.