-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ecbux+qYvA6oFCCQbBjzQUR9OKLzP3IcY09KspkQlLtNsOO7gYjZN7Q28iZDseV9 7EVpFMqNJ2+O8qa/sCzXAg== 0000939802-03-000364.txt : 20031110 0000939802-03-000364.hdr.sgml : 20031110 20031110110855 ACCESSION NUMBER: 0000939802-03-000364 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031026 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHINA WORLD TRADE CORP CENTRAL INDEX KEY: 0001081834 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 870629754 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26119 FILM NUMBER: 03987085 BUSINESS ADDRESS: STREET 1: GOLDION DIGITAL NETWORK CENTER STREET 2: 138 TI YU RD. E. 4TH FL CITY: TIAN HE GUANGZHOU STATE: K3 ZIP: 00000 BUSINESS PHONE: 01185298826818 MAIL ADDRESS: STREET 1: GOLDION DIGITAL NETWORK CENTER STREET 2: 138 YI TU RD E. CITY: TIAN HE GUANGHOU STATE: K3 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: TXON INTERNATIONAL DEVELOPMENT CORP DATE OF NAME CHANGE: 19990329 8-K 1 form8k102603.txt 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 Date of Report (Date of earliest event reported): October 26, 2003 CHINA WORLD TRADE CORPORATION (Exact name of registrant as specified in its charter) 000-26119 (Commission File Number) Nevada 87-0629754 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation) 4th Floor, Goldlion District Network Center 138 Tiyu Road East, Tianhe Guangzhou, PRC 510620 (Address of principal executive offices, with zip code) (8620) 3878-0286 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Item 5. Other Events and Regulation FD Disclosure. As previously reported on Current Report on Form 8K filed with the Securities and Exchange Commission on March 3, 2003, Powertronic Holdings Limited ("Powertronic"), a British Virgin Islands company, entered into a share purchase agreement dated September 3, 2002 (the "First Share Purchase Agreement") with China World Trade, Inc. (the "Company"), to purchase 1,000,000 Share and warrants (the "First Warrants") to purchase up to 2,000,000 Shares, for US$500,000.00. Additionally, Powertronic entered into a second share purchase agreement dated December 17, 2002 ( the "Second Share Purchase Agreement") with the Company, to purchase an additional 1,000,000 Shares and warrants (the "Second Warrants") to purchase up to an additional 2,000,000 Shares, for US$500,000.00. The First Warrants and The Second Warrants may be exercised within two year of their issue at an exercise price of US$0.575 per Share. On October 26, 2003, Powertronic and the Company entered into two amendment agreements amending the First Share Purchase Agreement and the Second Share Purchase Agreement, respectively, to reflect a change in the purchase price in each of the First Share Purchase Agreement and the Second Share Purchase Agreement, to include US$300,000 of financial advisory and investment introductory services provided by Powertronic to the Company, in lieu of cash. Item 7. Financial Statements and Exhibits. (c) Exhibits. 10.1 Amendment Agreement dated October 26, 2003, amending the Share Purchase Agreement between the Company and Powertronic dated September 3, 2002. 10.2 Amendment Agreement dated October 26, 2003, amending the Share Purchase Agreement between the Company and Powertronic dated December 17, 2003. -2- 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. CHINA WORLD TRADE, INC. Date: November 7, 2003 By: /s/ John Hui ------------------------ John Hui President -3- EX-10 3 form8k102603ex_10-1.txt Exhibit 10.1 DATED THE 26TH DAY OF OCTOBER, 2003 CHINA WORLD TRADE CORPORATION and POWERTRONIC HOLDINGS LIMITED ------------------------------------------------ AMENDMENT TO SHARE PURCHASE AGREEMENT DATED SEPTEMBER 3, 2002 ------------------------------------------------- THIS AMENDMENT TO THE SHARE PURCHASE AGREEMENT DATED SEPTEMBER 3, 2003 (this "Amendment") is made as of 26th October, 2003; BETWEEN (1) CHINA WORLD TRADE CORPORATION, a company incorporated in the State of Nevada (the "Company"); and (2) POWERTRONIC HOLDINGS LIMITED, an international business company formed under the laws of the British Virgin Islands (the "Purchaser"). (Collectively the "parties" and individually a "party") RECITALS A. The Company and the Purchaser enter into a share purchase agreement dated September 3, 2002 (the "Share Purchase Agreement") whereby pursuant to the terms and conditions of the Share Purchase Agreements, the Purchaser purchased an aggregate of 1,000,000 newly issued shares of common stock of the Company (the "Shares") with warrants to purchase an additional 2,000,000 Shares (the "Warrants") for the aggregated purchase price of US$500,000, or US$0.50 per Shares. B. The Company and the Purchaser wish to acknowledge and confirm that the aggregate purchase price of US$500,000 for the purchase of the Shares with Warrants in the Share Purchase Agreement was intended to be US$800,000, with US$300,000 to be paid in financial advisory and investment introductory services provided by the Purchaser, in lieu of cash. C. The Company and the Purchaser believe that certain provisions of the Share Purchase Agreements should be amended as provided herein. THE PARTIES AGREE AS FOLLOWS: 1. This Amendment shall be effective as of September 3, 2002. 2. All capitalized terms not specifically defined herein shall have the same meanings as defined in the Share Purchase Agreement. 3. The second paragraph of the WITNESSETH section shall be amended to reflect an aggregate purchase price of "US$800,000". 4. Section 1.c. shall be deleted and replaced as follows: "c. Consideration. As consideration for the Company Shares and the Warrants, the Purchaser agrees to pay to the Company on or within 60 days of the Closing Date the purchase price of US$0.80 per Company Share with Warrant or an aggregate purchase price of US$800,000 (the "Consideration") to be paid for (i) 500,000 in cash and (ii) US$300,000 in Financial Advisory and Investment Introductory Services Fee to be provided by the Purchaser. The Company hereby acknowledges and confirms that as of the date of this Agreement, the Purchaser has advanced and paid US$500,00 in cash of the Consideration to the Company." 5. A new Section 1.d shall be added as follows: "d. Financial Advisory and Investment Introduction Services. the Purchaser shall perform financial advisory and investment introductory services for the Company, which shall include, but is not limited to, advising the Company on, corporate structuring, capital sourcing, general business planning, mergers and acquisitions and other business combinations and includes introducing to the Company potential investor in the share capital of the Company (the "Services"). On the successful introduction by the Purchaser of a third party investor to the Company, who gives a firm commitment to invest a minimum of US$1,500,000 in the share capital of the Company, the Company will be obligated to pay a financial advisory and investment introduction services fee in the amount of US$300,000 (the "Financial Advisory and Investment Introduction Services Fee") to the Purchaser. 6. Section 5.b.(ii), (iii) and (iv) shall be deleted in their entirety. 7. This agreement may be signed in counterparts each of which will be deemed an original. IN WITNESS WHEREOF, the parties to this Amendment have executed this Agreement as of the day and year first above written. Company: CHINA WORLD TRADE CORPORATION, a company formed under the laws of the State of Nevada By: /s/ John Hui --------------------- Purchaser: POWERTRONIC HOLDINGS LIMITED, an international business company formed under the laws of the British Virgin Islands By: /s/ Keith Wong ----------------------- Signature EX-10 4 form8k102603ex_10-2.txt Exhibit 10.2 DATED THE 26TH DAY OF OCTOBER, 2003 CHINA WORLD TRADE CORPORATION and POWERTRONIC HOLDINGS LIMITED ------------------------------------------------ AMENDMENT TO SHARE PURCHASE AGREEMENT DATED DECEMBER 17, 2002 ------------------------------------------------- THIS AMENDMENT TO THE SHARE PURCHASE AGREEMENT DATED DECEMBER 17, 2002 (this "Amendment") is made as of 26th October, 2003; BETWEEN (1) CHINA WORLD TRADE CORPORATION, a company incorporated in the State of Nevada (the "Company"); and (2) POWERTRONIC HOLDINGS LIMITED, an international business company formed under the laws of the British Virgin Islands (the "Purchaser"). (Collectively the "parties" and individually a "party") RECITALS A. The Company and the Purchaser enter into a share purchase agreement dated December 17, 2002 (the "Share Purchase Agreement") whereby pursuant to the terms and conditions of the Share Purchase Agreements, the Purchaser purchased an aggregate of 1,000,000 newly issued shares of common stock of the Company (the "Shares") with warrants to purchase an additional 2,000,000 Shares (the "Warrants") for the aggregated purchase price of US$500,000, or US$0.50 per Shares. B. The Company and the Purchaser wish to acknowledge and confirm that the aggregate purchase price of US$500,000 for the purchase of the Shares with Warrants in the Share Purchase Agreement was intended to be US$800,000, with US$300,000 to be paid in financial advisory and investment introductory services provided by the Purchaser, in lieu of cash. C. The Company and the Purchaser further confirm that on December 30, 2002, the Purchaser introduced a third party equity investor to the Company who committed to invest a minimum of US$3,000,000 in the share capital of the Company. D. The Company and the Purchaser believe that certain provisions of the Share Purchase Agreements should be amended as provided herein. THE PARTIES AGREE AS FOLLOWS: 1. This Amendment shall be effective as of December 17, 2002. 2. All capitalized terms not specifically defined herein shall have the same meanings as defined in the Share Purchase Agreement. 3. The second paragraph of the WITNESSETH section shall be amended to reflect an aggregate purchase price of "US$800,000". 4. Section 1.c. shall be deleted and replaced as follows: "c. Consideration. As consideration for the Company Shares and the Warrants, the Purchaser agrees to pay to the Company on or within 60 days of the Closing Date the purchase price of US$0.80 per Company Share with Warrant or an aggregate purchase price of US$800,000 (the "Consideration") to be paid for (i) 500,000 in cash and (ii) US$300,000 in Financial Advisory and Investment Introductory Services Fee to be provided by the Purchaser. The Company hereby acknowledges and confirms that as of the date of this Agreement, the Purchaser has advanced and paid US$500,00 in cash of the Consideration to the Company." 5. A new Section 1.d shall be added as follows: "d. Financial Advisory and Investment Introduction Services. the Purchaser shall perform financial advisory and investment introductory services for the Company, which shall include, but is not limited to, advising the Company on, corporate structuring, capital sourcing, general business planning, mergers and acquisitions and other business combinations and includes introducing to the Company potential investor in the share capital of the Company (the "Services"). On the successful introduction by the Purchaser of a third party investor to the Company, who gives a firm commitment to invest a minimum of US$1,500,000 in the share capital of the Company, the Company will be obligated to pay a financial advisory and investment introduction services fee in the amount of US$300,000 (the "Financial Advisory and Investment Introduction Services Fee") to the Purchaser. 6. Section 5.b.(ii), (iii) and (iv) shall be deleted in their entirety. 7. This agreement may be signed in counterparts each of which will be deemed an original. IN WITNESS WHEREOF, the parties to this Amendment have executed this Agreement as of the day and year first above written. Company: CHINA WORLD TRADE CORPORATION, a company formed under the laws of the State of Nevada By: /s/ John Hui --------------------- Purchaser: POWERTRONIC HOLDINGS LIMITED, an international business company formed under the laws of the British Virgin Islands By: /s/ Keith Wong ----------------------- Signature -----END PRIVACY-ENHANCED MESSAGE-----