8-K 1 doc1.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): April 20, 2004 CHINA WORLD TRADE CORPORATION ----------------------------- (Exact Name of Registrant as Specified in Charter) Nevada ------ (State or Other Jurisdiction of Incorporation) 000-26119 --------- (Commission File Number) 87-0629754 ---------- (I.R.S. Employer Identification No.) 4th Floor, Goldlion Digital Network Center 138 Tiyu Road East, Tianhe Guangzhou, The PRC 510620 ----------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 011-8620-3878-0286 ------------------ (Registrant's Telephone Number, Including Area Code) This Current Report on Form 8-K is filed by China World Trade Corporation, a Nevada corporation (the "Registrant"), in connection with the matters described herein. ITEM 1. CHANGES IN CONTROL OF REGISTRANT. Not Applicable. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Not Applicable. ITEM 3. BANKRUPTCY OR RECEIVERSHIP. Not Applicable. ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. Not Applicable. ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE On April 20, 2004, a wholly owned subsidiary of the Registrant, China Chance Enterprise Co., Ltd., a limited liability company organized under the laws of the British Virgin Islands ("China Chance" or the "Transferee"), and Guangdong Huahao Industries Group Co., Ltd., a limited liability company organized under the laws of the Peoples' Republic of China ("Huahao"), Huang Zehua, a citizen and resident of the Peoples' Republic of China ("Huang"), and Suo Hongxia, a citizen and resident of the Peoples' Republic of China ("Suo")(Huahao, Huang and Suo being referred to herein as the "Transferors"), entered into an Equity Transfer Agreement (the "Agreement"), pursuant to which the Transferee will acquire from the Transferors fifty-one percent (51%) in the aggregate of the capital stock of Guangdong New Generation Business Management Co., Ltd., a limited liability company organized under the laws of the Peoples' Republic of China ("New Generation") for an aggregate purchase price of approximately US$11,127,000, of which US$3,640,000 is to be paid in the form of cash and approximately US$7,487,000 is to be paid in the form of restricted shares issued by the Registrant. The Agreement also contemplated a loan agreement in the amount of US$3,640,000 (the "Huahao Loan Agreement") pursuant to which Huahao would loan said amount to New Generation as part of the transaction. In addition, the Agreement contained a second loan agreement in the amount of approximately US$3,785,000 (the "Transferee Loan Agreement") pursuant to which the Transferee would loan said amount to New Generation as part of the transaction. The closing was scheduled for five (5) business days after the completion of certain conditions of closing, which were to be consummated on or before June 15, 2004, at which point the cash portion of the consideration was to be paid by the Transferee to the Transferors. The stock portion of the consideration was to be paid by the Registrant to the Transferors within two (2) months thereafter. The most important conditions of closing involved the transfer to New Generation by Huahao of its percentage ownership interests in the following companies: (i) Guangzhou Huahao Insurance Agent Co., Ltd.; (ii) Guangzhou Xinyou Foreign Enterprise Services Co., Ltd.; (iii) Beijing Xueqinsong Travel Consulting Co., Ltd.; (iv) Guangdong World Trade Link Information Services Co., Ltd.; (v) Zhengzhou Shaolin Tourism Development Co., Ltd.; (vi) Hainan Xinkaili Airline Sevices Co., Ltd.; and (vii) Beijing Xidake Airline Booking Office. On June 1, 2004, the Registrant, China Chance and the Transferors amended the Agreement pursuant to a Supplementary Agreement to Share Exchange Agreement (the "Supplementary Agreement") by making several material changes. First, the aggregate purchase price was reduced to approximately US$10,232,000, of which US$2,741,000 is to be paid in the form of cash and US$7,487,000 is to be paid in the form of restricted shares of the Registrant. In addition, the Huahao Loan Agreement was reduced to US$2,741,000, and the Transferee Loan Agreement was cancelled. The Supplementary Agreement also extended the deadline for the transfer of the seven companies to New Generation until August 10, 2004, and the date for the Huahao Loan Agreement until August 15, 2004. The terms of the New Generation acquisition have been amended once by the agreement of the parties. There are numerous conditions of closing that have to be met before the parties will consummate the transaction. There can be no assurance that these conditions will be met or that the transactions contemplated by the Agreement will be consummated. A copy of the Agreement and the Supplementary Agreement are attached as Exhibits 10.1 and 10.2 hereto. ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS Not Applicable. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Not Applicable. ITEM 8. CHANGE IN FISCAL YEAR. Not Applicable. ITEM 9. REGULATION FD DISCLOSURE. Not Applicable. ITEM 10. AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS, OR WAIVER OF A PROVISION OF THE CODE OF ETHICS. Not Applicable. ITEM 11. TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFIT PLANS. Not Applicable. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. Not Applicable. 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 CORPORATION By: /s/ John Hui -------------- John Hui President Date: July 15, 2004 EXHIBIT INDEX Exhibit Number Description ------- ----------- 10.1 Equity Transfer Agreement, dated April 20, 2004. 10.2 Supplementary Agreement to Share Exchange Agreement, dated June 1, 2004.