8-K 1 form8-k.htm CWTD 8-K 06/29/2007 form8-k.htm
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.)

3rd 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
 
 
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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  
       
           

 
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