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): December 5, 2003
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CHINA WORLD TRADE CORPORATION
(Exact name of registrant as specified in its charter)
000-26119
(Commission File Number)
Nevada 87-0629754
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(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)
(001)(8620)3878-0286
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant.
(a) The Company entered into a acquisition agreement (the "Acquisition
Agreement") dated November 19, 2003, with Mr. Tsang Chi Hung ("Mr. Tsang"), the
owner of the 21st to 23rd Floor of Goldlion Digital Network Center, 138 Tiyu
Road East, Tianhe, Guangzhou 510620, PRC (the "Premises"). On December 5, 2003,
pursuant to the Acquisition Agreement, Mr. Tsang purchased from the Company
3,000,000 common shares and warrants to purchase an additional 6,000,000 commons
shares (the "Warrants") for US$1,800,000 (US$0.60 per common share). As
consideration for the US$1,800,00 purchase price, Mr. Tsang assigned to the
Company the rights to the after tax rental income of the Premises for a five
year period commencing on December 1, 2003 and ending on November 30, 2008, the
present value of which was estimated to be worth over US$1,800,000. The Warrants
may be exercised between December 5, 2003 to December 1, 2005 at an exercise
price of US$0.75 per common share.
Pursuant to a Settlement Agreement dated December 5, 2003, entered into between
the Mr. Tsang and the Company, Mr. Tsang converted US$456,661.73, which was
previously advanced to the Issuer by the Mr. Tsang, into 761,103 common shares
of the Company.
As a result of the acquisition of shares and warrants pursuant to the
Acquisition Agreement and the acquisition of shares pursuant to the the
Settlement Agreement, and in the event Mr. Tsang exercises the Warrants in full,
Mr. Tsang beneficially owns 71.82% of the common shares of the Company and
controls the appointment of directors to the Board of Directors of the Company.
However, no new directors or officers were appointed, and no directors of
offices were removed as a result of the completion of the Acquisition Agreement
and the Settlement Agreement. To the Company's knowledge, there are no
agreements, arrangements or understandings between and among Mr. Tsang or any
other shareholders or their respective associates with respect to the election
of directors, appointment of officers or the control of the Company.
(b) Information required by Item 403(c) of Regulation S-K
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Class Name and Address of Amount and Nature of
Beneficial Owner Beneficial Owner
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Common Stock Tsang Chi Hung 7,761, 103
Unit No. 1217, 12/F
The Metropolis
No. 10 Metropolis Drive
Hong Kong SAR
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Warrants to Purchase Tsang Chi Hung 10,000,000
Common Stock Unit No. 1217, 12/F
The Metropolis
No. 10 Metropolis Drive
Hong Kong SAR
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Item 7.
(c) Exhibits.
4.1 Warrants dated December 5, 2003, issued by the Company to Tsang Chi
Hung.
4.2 Registration Rights Agreement dated December 5, 2003 between the
Company and Tsang Chi Hung.
10.1 Acquisition Agreement dated November 19, 2003, between the Company and
Tsang Chi Hung.
10.2 Settlement Agreement dated December 5, 2003,between the Company and
Tsang Chi Hung
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
(Registrant)
By: /s/ JOHN HUI
Name: John Hui
Title: President
Date: December 15, 2003