8-K

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): June 29, 2007

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.)

3^rd Floor, Goldlion Digital Network Center

138 Tiyu Road East, Tianhe

Guangzhou, The PRC 510620

(Address of Principal Executive Offices) (Zip Code)

011-8620-38780001

(Registrant's Telephone Number, Including Area Code)

_____________________________________________

Former Name or Former Address, if changed since last report

This Current Report on Form 8-K is filed by China World Trade Corporation, a Nevada corporation (the “Registrant”), in connection with the items described below.

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

The Sale and Purchase Agreement

On June 29, 2007, China Chance Enterprises Limited, a limited liability company organized and existing under the laws of the British Virgin Islands (“China Chance”), and a wholly owned subsidiary of the Registrant, entered into a Sale and Purchase Agreement (the “Agreement”) with Wisdom Plus Limited, a limited liability company organized and existing under the laws of the British Virgin Islands (“Wisdom Plus”), pursuant to which China Chance agreed to sell and Wisdom Plus agreed to purchase, (a) all of the outstanding 100 registered shares (the “Sinopac Shares”) of Sinopac Success Limited, a limited liability company organized and existing under the laws of the British Virgin Islands (“Sinopac”) and an indirect wholly owned subsidiary of the Registrant, and (b) all of the outstanding 100 registered shares (the “June Shares”) of June Success Limited, a limited liability company organized and existing under the laws of the British Virgin Islands (“June”) and also an indirect wholly owned subsidiary of the Registrant.  Sinopac and June together beneficially own forty percent (40%) of the issued and outstanding share capital of General Business Network Holdings Limited, a limited liability company organized under the laws of the Hong Kong SAR of the People’s Republic of China (“Holdings”).  The purchase price for the Sinopac Shares and the June Shares was $2.0 million, payable in installments in accordance with the schedule set forth below.  A copy of the Agreement is attached hereto as Exhibit 10 and is hereby incorporated by reference.

Organizational Structure of China Chance and the Businesses Being Sold

As mentioned above, China Chance owns all of the share capital of Sinopac and June, and Sinopac and June together beneficially own forty percent (40%) of the issued and outstanding share capital of Holdings.  Holdings owns 100% of the outstanding capital stock of General (GZ) Business Network Limited, a limited liability company organized and existing under the laws of the People’s Republic of China (“GZ Business”), and GZ Business owns 51% of the outstanding capital stock of Guangdong New Generation Commercial Management Ltd., a limited liability company organized and existing under the laws of the People’s Republic of China (“New Generation”).

New Generation engages in the travel agency business by operating eight subsidiaries in Southern China.  To date, New Generation has accumulated a substantial market share in ticketing sales for international and domestic flights as well as inbound business travel.  In addition, Guangdong Huahao Insurance Agency Limited, one of the New Generation group of companies, is also a licensed insurance agent in China, providing accidental and life insurance to individual policy holders in the Guangdong Province of China.

Upon consummation of the sale by China Chance, the Registrant will no longer have any interest in  New Generation.

Approval of the Sale and Purchase Agreement; Closing

On June 29, 2007, a majority of the Board of Directors of the Registrant and China Chance approved the sale of the Sinopac Shares and the June Shares to Wisdom Plus.  Since all of the conditions precedent for the sale have been met, the parties anticipate closing the sale as promptly as practicably.

Installment Payments

The purchase price of $2.0 million dollars will be paid in cash by Wisdom Plus in accordance with the following schedule:  US$100,000 to be paid on June 30, 2007; and US$1,900,000 to be paid on December 31, 2007.

Securities Act of 1933, as amended

Wisdom Plus represented and warranted that it was acquiring the Shares for its own account, for the purpose of investment and not with a view to, or for sale in connection with, any distribution of such Shares, except insofar as such Shares are included in a public offering registered pursuant to the Securities Act of 1933, as amended, or the disposition thereof is exempt from such registration.  Wisdom Plus understands that the Shares have not been registered under U.S. securities laws and that such Shares are being offered and sold to Wisdom Plus pursuant to a claimed exemption from the registration requirements of such laws.

Exhibit Index

Exhibit No.          Description of Exhibit

     10                  Sale and Purchase Agreement, dated June 29, 2007

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 hereunder duly authorized.

	China World Trade Corporation
DATED:  July 5, 2007	By:	/s/ Chi Ming Chan
		Chi Ming Chan
		Chief Executive Officer

3

EX-10

                                                                                                                                    Exhibit 10

Dated 29th June 2007

CHINA CHANCE ENTERPRISES LIMITED

(as Vendor)

and

WISDOM PLUS LIMITED

 (as Purchaser)

SALE AND PURCHASE AGREEMENT

relating to the share capital of

(1)  SINOPAC SUCCESS LIMITED (“Sinopac”) and

(2)  JUNE SUCCESS LIMITED (“June”)

1

THIS AGREEMENT is made the 29th day of June 2007

BETWEEN

CHINA CHANCE ENTERPRISES LIMITED, a company incorporated in British Virgin Islands (CI: 579210) with limited liability and having its registered office at Akara Bldg., 24 De Castro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands ( the “Vendor”)

AND

WISDOM PLUS LIMITED, a company incorporated in British Virgin Islands (CI: 1043564) with limited liability and having its registered office at Sea Meadow House, Blackburne Highway (PO Box 116), Road Town, Tortola, British Virgin Islands (the "Purchaser")

WHEREAS

1. Sinopac is a company incorporated in British Virgin Islands having its registered office at Palm Grove House, PO Box 438, Road Town, Tortola, British Virgin Islands and with an authorised share capital of 50,000 no par value Shares of a single class.

2. June is a company incorporated in British Virgin Islands having its registered office at Palm Grove House, PO Box 438, Road Town, Tortola, British Virgin Islands and with an authorised share capital of 50,000 no par value Shares of a single class.

3. The Vendor legally and beneficially owns 100% of the issued and fully paid shares of both Sinopac and June (collectively as the “Selling Companies”)

4. The Selling Companies totally beneficially own 40% of the issued and fully paid share capital of General Business Network Holdings Limited and each of them has no other subsidiary.

5. The Vendor has agreed to sell 100% of Sinopac’s outstanding registered (the “Sinopac Shares”) and June’s outstanding registered shares (the “June Shares”) and the Purchaser has agreed to purchase the Shares upon the terms set out in this Agreement.

NOW IT IS AGREED:

1.           INTERPRETATION

1.1   In this Agreement, including the Introduction and the Schedules, unless the context otherwise requires, the following terms shall have the following meanings:

"Business Day" a day (other than a Saturday or a Sunday) on which banks are generally open for business in Hong Kong;

“Closing” The term defined in Clause 3;

“Sinopac” Sinopac Success Limited, details of which are set out in Schedule 1;

2

            “June” June Success Limited, details of which are set out in Schedule 2;

            "Selling Companies" Collectively refers to Sinopac and June;

            "Hong Kong" the Hong Kong Special Administrative Region of the PRC;

            “Taxation” liability to any form of taxation (including, taxes, withholding taxes, duties, imposts, levies, rates or any other amounts payable to any revenue, customs or similar authorities in any part of the world) whenever and wherever created and including an amount equal to any deprivation of any relief from taxation and all costs, interest, penalties, charges and expenses incurred in connection with such taxation of failure to pay such taxation;

“US” United States of America

            “USD” US Dollar, the currency of US

1.2   In this Agreement, unless the context otherwise requires, any reference to a "Clause" or a "Schedule" or an "Appendix" is a reference to a clause, a schedule or an appendix of this Agreement and, unless otherwise indicated, includes all the sub-clauses of that clause.

1.3   In this Agreement, words importing the singular include the plural and vice versa, words importing gender or the neuter include both genders and the neuter and references to persons include bodies corporate or unincorporate.

1.4   The headings and the table of contents in this Agreement are for convenience only and shall not affect its interpretation.

1.5   References herein to statutory provisions shall be construed as references to those provisions as respectively amended or re-enacted (whether before or after the date hereof) from time to time and shall include any provision of which they are re-enactments (whether with or without modification) and any subordinate legislation made under provisions.

2.           SALE AND PURCHASE

2.1   Subject to the terms and conditions stated herein, Vendor shall sell, assign, transfer and deliver to Purchaser on the Closing Date, and Purchaser shall purchase and acquire from Vendor on the Closing Date, all of the Sinopac Shares and June Shares.  The purchase price to be paid by the Purchaser on the Closing Date for the Sinopac Shares is as follows for the transfer of the Shares, payable in accordance with Clause 3.1(b) hereof.

Shares of Selling Compnany	Consideration
For Sinopac Shares	USD 1,000,000
For June Shares	USD 1,000,000

Sinopac Shares and June Shares shall be free from all rights of pre-emption, options, liens, claims, equities, charges, encumbrances or third-party rights of any nature and with all dividends, benefits and other rights now or hereafter becoming attached or accruing thereto as from the date of this Agreement.

3

3.           CLOSING DATE; EFFECTIVE DATE

3.1   The Vendor shall deliver to the Purchaser certain documents on the Closing (the “Closing Date”) at Unit A, 5th Floor, Goldlion Holdings Centre, 13-15 Yuen Shun Circuit, Siu Lek Yuen, Shatin, N.T., Hong Kong at which time all of the following business shall be transacted:

(a)   the Vendor shall deliver to the Purchaser:

(i)   duly passed and signed copies of the resolutions of the Vendor and the Selling Companies;

(ii)   instruments of transfer and bought and sold notes in respect of Sinopac Shares and June Shares duly executed by the Vendor in favour of the Purchaser;

(iii)   all relevant share certificates in respect of Sinopac Shares and June Shares; and

(iv)   (if applicable) certified true copies of any power of attorney or other authority pursuant to which this Agreement and any document referred to above may have been executed and such other documents as the Purchaser may require to give good title to the Shares and to enable the Purchaser or such party as it nominates to be registered as the holders thereof.

(b)   the Purchaser shall deliver to the Vendor the Consideration for the transfer of the Sinopac Shares and June Shares of the Selling Companies in the following schedule (or as soon thereafter as practicable) :

Due Date	Amount
June 30, 2007	US Dollar One Hundred Thousand (USD 100,000)
Dec 31, 2007	US Dollar One Million and Nine Hundred Thousand (USD 1,900,000)

For the avoidance of doubt, the Purchaser has the option to deliver shares of common stock issued by any Pink Sheet companies or OTCBB companies in lieu of the consideration set forth above.  The amount of share certificates shall be agreed by both parties in a separate agreement.

3.2   If the Vendor on the one hand or the Purchaser on the other shall be unable to comply with any of their respective obligations under Clause 3 on or before the date fixed for Closing the party not in default may:

(a)   defer Closing to a date not more than 90 days after the said date (and so that the provisions of this sub-paragraph (a) shall apply to Closing as so deferred); or

(b)   proceed to Closing so far as practicable

without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with their obligations thereunder.

4

3.3 The Closing of the sale and purchase of the Shares shall occur on the completion of Clause 3.1 (a) and the Purchaser deliver the USD 100,000 as mentioned in Clause 3.1 (b) or the additional requirements of any Rules under the U.S. Securities and Exchange Act of 1934, as amended (the “Exchange Act”).

3.4 Notwithstanding the actual Closing Date, the Vendor and Purchaser mutually agree that the effective date of the sale and purchase of the Shares, for all tax and accounting purposes, shall be the signing date of this Agreement (the “Effective Date”).

4.           ADDITIONAL AGREEMENTS

4.1 Notwithstanding the Closing Date, Vendor and Purchaser agree that commencing on the Effective Date, the Purchaser shall have the sole and exclusive right to supervise and manage the business operations of the Selling Companies, including but not limiting to the collection of revenues and payment of expenses and accrued liabilities, and shall have the sole and exclusive financial benefit, if any, and economic risk, if any, of those operations.  From and after the Effective Date, Vendor shall have no interest whatsoever in the business operations of the Selling Companies, and Purchaser agrees to indemnify, defend and hold harmless the Vendor from any liability with respect thereto.

5.           REPRESENTATION AND WARRANTY OF PURCHASER

5.1 Purchaser hereby represents and warrants to Vendor that the Purchaser is acquiring the Shares for its own account for the purpose of investment and not with a view to, or for sale in connection with, any distribution of such Shares, nor with any present intention of distributing or selling such Shares, except insofar as such Shares are included in a public offering registered pursuant to the Securities Act of 1933, as amended, or the disposition thereof is exempt from such registration.  Purchaser understands that the Shares have not been registered under U.S. securities laws and that such Shares are being offered and sold to Purchaser pursuant to a claimed exemption from the registration requirements of such laws.

6.   GENERAL

6.1 Each party shall at all times keep confidential and not directly or indirectly make or allow any disclosure or use to be made of any information in its possession relating to any other party or to the existence or subject matter of this Agreement, except to the extent required by law or with the consent of the relevant party (which consent shall not be unreasonably withheld).

6.2 Each party shall bear its own legal and professional fees, costs and expenses incurred in connection with this Agreement.

6.3 Any stamp duty payable on the sale and purchase of the Shares shall be borne by the Purchaser absolutely.

6.4 Time shall be of the essence of this Agreement.

5

6.5 This Agreement shall be binding on and shall ensure for the benefit of the successors and assigns of the parties hereto but shall not be capable of being assigned by either party without the prior written consent of the other.

6.6 This Agreement, and the documents referred to in it, constitute the entire agreement, and supersedes any previous agreement, between the parties in relation to the subject matter of this Agreement.

6.7 All provisions of this Agreement shall so far as they are capable of being performed or observed continue in full force and effect notwithstanding Closing except in respect of those matters then already performed.

6.8 No delay or failure by a party to exercise or enforce (in whole or in part) any right provided by this Agreement or by law shall operate as a release or waiver, or in any way limit that party's ability to further exercise or enforce that, or any other, right.  A waiver of any breach of any provision of this Agreement shall not be effective, or implied, unless that waiver is in writing and is signed by the party against whom that waiver is claimed.

6.9 Each party shall at its own cost, execute and do all acts, documents and things (reasonably within its powers) as may reasonably be required by any other party so as to vest beneficial and registered unencumbered ownership of the Shares in the Purchaser and otherwise to implement the terms of this Agreement whether before or after Closing.

6.10 No amendment to this Agreement will be effective unless it is in writing and signed by all the parties.  No consent or approval to be given pursuant to this Agreement will be effective unless it is in writing and signed by the relevant party.

6.11 The parties acknowledge and agree that in the event of a default by any party in the performance of their respective obligations under this Agreement, the non-defaulting party shall have the right to obtain specific performance of the defaulting party's obligations.  Such remedy to be in addition to any other remedies provided under this Agreement or at law.

6.12 On termination of this Agreement, each party's rights and obligations will immediately cease provided that such termination shall not affect any accrued rights and obligations of the parties which are expressed to relate to any period following termination nor shall it effects any accrued rights and obligations of the parties as at the date of termination.

7.           GOVERNING LAW

7.1 This Agreement is governed by and shall be construed in accordance with the laws of Hong Kong, and the parties hereto hereby submit to the non­-exclusive jurisdiction of the Courts of Hong Kong in connection herewith but this Agreement may be enforced in any court of competent jurisdiction.

[intentionally left blank]

6

SCHEDULE 1

COMPANY

Company Name                                                 : SINOPAC SUCCESS LIMITED

C.I. Numbe                                                       : 1035534

Place of Incorporation                                        : British Virgin Islands

Date of Incorporation                                         : July 4, 2006

Authorised Share Capital                                    : 50,000 no par value shares of a single class

Registered and beneficial Shareholders                : 100% China Chance Enterprises Limited

SCHEDULE 2

COMPANY

Company Name                                                 : JUNE SUCCESS LIMITED

C.I. Number                                                      : 1035530

Place of Incorporation                                        : British Virgin Islands

Date of Incorporation                                         : July 4, 2006

Authorised Share Capital                                    : 50,000 no par value shares of a single class

Registered and beneficial Shareholders               : 100% China Chance Enterprises Limited

7

EXECUTION PAGE

SIGNED for and on behalf of

CHINA CHANCE ENTERPRISES LIMITED

in the presence of:                                                          

/s/ C.M. Chan                                                             

C.M. Chan                                                                    

Chief Executive Officer   

SIGNED for and on behalf of

WISDOM PLUS LIMITED                                                                           

in the presence of:                                                                           

/s/ Kjell Tornquist                                                          

Kjell Tornquist                                                               

Chief Executive Officer              

8