UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) September 8, 2002
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CHINA WORLD TRADE CORPORATION
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(Exact name of registrant as specified in its chapter)
Nevada 000-26119 87-0629754
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4th Floor, Goldlion District Network Center
138 Tiyu Road East, Tianhe
Guangzhou, PRC 510620
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (001)(8620)3878-0286
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
(a) China World Trade Corporation (the "Company") entered into
settlement agreements (collectively, the "Settlement Agreements"), each
dated as set forth in the table below, with each of Mr. James Mak, Mr.
Roy Wu, Mr. Alfred Or, Mr. Andersen Chan, Mr. Bernard Kwong-chung Chan,
Superwear Limited, a British Virgin Islands company, Simple Fortune
Inc., a British Virgin Islands company, Sinogolf Limited, a British
Virgin Islands company, Top-Trained Securities Limited, a British
Virgin Islands company, Splendid Partner Holdings Limited, a British
Virgin Islands company, and I&V Ltd., a British Virgin Islands company
(collectively, the "Creditors" and individually a "Creditor"). Pursuant
to the respective Settlement Agreement, each Creditor converted the
amount set forth in the table below, which amount was owed by the
Company to the respective Creditor, and in full settlement of the debt,
received the number of shares of common stock ("Consideration Shares")
in the Company set forth in the table below.
NO. OF
CONSIDERATION
NAME OF CREDITOR DATE (2003) AMOUNT OWED SHARES
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Mr. James Mak September 8 US$87,500 87,500
Mr. James Mak September 8 US$44,301 35,000
Mr. Roy Wu September 9 US$91,667 87,500
Mr. Alfred Or September 10 US$156,645 156,645
Mr. Andersen Chan September 10 US$60,000 60,000
Mr. Bernard Kwong-chung Chan September 8 US$15,000 73,355
Superwear Limited September 9 US$220,000 500,000
Simple Forturn Inc. September 9 US$230,000 490,000
Sinogolf Limited September 9 US$245,977 510,000
Top-Trained Securities Limited September 11 US$944,628 1,000,000
Splendid Partner Holdings Limited September 12 US$317,980 500,000
I&V Ltd. September 12 US$317,979 500,000
The Consideration Shares were issued to each Creditor on January 22,
2003.
Prior to the Settlement Agreements, Main Edge International Limited
("Main Edge") was the majority shareholder of the Company, holding
approximately 52.0 % of the issued and outstanding shares of common
stock of the Company (hereinafter "Shares"). As a result of the
Settlement Agreements, Main Edge's holding of Shares was reduced from
approximately 52.0% to 10.0% of the issued and outstanding Shares and
is no longer the majority shareholder able to determine the composition
of the board of directors of the Company.
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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 the Company, to
purchase 1,000,000 Share and warrants (the "First Warrants") to
purchase up to 2,000,000 Shares, for the total purchase price of
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 the total purchase price of
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.
The Company entered into a share exchange agreement (the "Share
Exchange Agreement") dated as of December 17, 2002, with Mr. Tsang Chi
Hung ("Mr. Tsang"), the sole beneficial owner of the share capital in
General Business Network (Holdings) Ltd. ("GBN"), a Hong Kong company.
Pursuant to the Share Exchange Agreement, the Company acquired from Mr.
Tsang all of the issued and outstanding shares of GBN in exchange for
four million (4,000,000) Shares and warrants (the "Tsang Warrants") to
purchase an additional four million (4,000,000) Shares. The Tsang
Warrants may be exercised within two year of their issue at an exercise
price of US$0.92 per Share.
The First Share Purchase Agreement and the Second Share Purchase
Agreement (collectively, the "Share Purchases") and the Share Exchange
Agreement (the "Acquisition") was each completed on January 24, 2003
and on that date two million (2,000,000) Shares, the First Warrants and
the Second Warrants were issued to Powertronic and four million
(4,000,000) Shares and the Tsang Warrants were issued to Mr. Tsang.
In connection with the Shares issued pursuant to the First and Second
Share Purchase Agreements and the Share Exchange Agreement and the
Shares to be issued on the exercise of the First and Second Warrants
and the Tsang Warrants the Company has entered into Registration Rights
Agreements with each of Powertronic and Mr. Tsang.
As a result of the Acquisition and the Share Purchases, and in the
event Mr. Tsang exercises the Tsang Warrants in full and Powertronic
exercises the First Warrants and the Second Warrants in full, Mr. Tsang
and Powertronic own 42.10% and 31.57% of the issued and outstanding
Shares on a fully diluted basis. Collectively, Mr. Tsang and
Powertronic control 73.67% of the issued and outstanding Shares
(assuming the Tsang Warrants, the First Warrants and the Second
Warrants were exercised in full) on a fully diluted basis and control
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 Settlement
Agreements, the Acquisition or the Share Purchase Agreements. To the
Company's knowledge, there are no agreements, arrangements or
understandings between and among the Creditors, Powertronic, Mr. Tsang,
Main Edge or any other shareholders or their respective associates with
respect to the election of directors, appointment of officers or the
control of the Company.
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(b) Information required by Item 403(c) of Regulation S-K
NAME AND ADDRESS OF AMOUNT AND NATURE OF
CLASS BENEFICIAL OWNER BENEFICIAL OWNER
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Common Stock Tsang Chi Hung 4,000,000
Unit No. 1217, 12/F
The Metropolis
No. 10 Metropolis Drive
Hong Kong SAR
Warrants to Purchase
Common Stock Tsang Chi Hung 4,000,000
Unit No. 1217, 12/F
The Metropolis
No. 10 Metropolis Drive
Hong Kong SAR
Common Stock Powertronic Holdings Limited 2,000,000
240-2830 Clarke Place
Richmond, B.C.
Canada V6V2H5
Warrants to Purchase
Common Stock Powertronic Holdings Limited 4,000,000
240-2830 Clarke Place
Richmond, B.C.
Canada V6V2H5
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
The information set forth above under "Item 1. Changes in Control of Registrant"
is hereby incorporated herein by reference.
Pursuant to the Share Exchange Agreement, the Company acquired 100% of the
issued and outstanding shares of GBN, a property holding company. As of the date
of acquisition, GBN owned two rental properties located at 20/F., Goldlion
Digital Network Center, Unit 01-10, 138 Tiyu Road East, Tianhe, Guangzhou, the
PRC and Flat B, 12/F., Champion Center, 301-309 Nathan Road, Hong Kong. The
Company intends to retain the rental properties and collect the rental incomes
generated by the properties.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of businesses acquired. It is impractical at this time
to provide such document. Such documents will be filed as soon as practical.
(c) Exhibits.
4.1 Warrants dated January 24, 2003, issued by the Company to
Powertronic Holdings Limited.
4.2 Warrants dated January 24, 2003, issued by the Company to
Powertronic
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Holdings Limited.
4.3 Warrants dated January 24, 2003, issued by the Company to
Tsang Chi Hung.
4.4 Registration Rights Agreement dated September 3, 2002 between
the Company and Powertronic.
4.5 Registration Rights Agreement dated December 17, 2002 between
the Company and Powertronic.
4.6 Registration Rights Agreement dated December 17, 2002 between
the Company and Tsang Chi Hung.
10.1 Settlement Agreement dated September 8, 2002 between the
Company and Mr. James Mak.
10.2 Settlement Agreement dated September 8, 2002 between the
Company and Mr. James Mak.
10.3 Settlement Agreement dated September 9, 2002 between the
Company and Mr. Roy Wu.
10.4 Settlement Agreement dated September 10, 2002 between the
Company and Mr. Alfred Or.
10.5 Settlement Agreement dated September 10, 2002 between the
Company and Mr. Andersen Chan.
10.6 Settlement Agreement dated September 8, 2002 between the
Company and Mr. Bernard Kwong-chung Chan.
10.7 Settlement Agreement dated September 9, 2002 between the
Company and Superwear Limited.
10.8 Settlement Agreement dated September 9, 2002 between the
Company and Simple Fortune Inc.
10.9 Settlement Agreement dated September 9, 2002 between the
Company and Sinogolf Limited
10.10 Settlement Agreement dated September 11, 2002 between the
Company and Top-Trained Securities Limited.
10.11 Settlement Agreement dated September 12, 2002 between the
Company and Splendid Partner Holdings Limited.
10.12 Settlement Agreement dated September 12, 2002 between the
Company and I&V Ltd.
10.13 Share Purchase Agreement dated September 3, 2002, between the
Company and Powertronic Holdings Limited.
10.14 Share Purchase Agreement dated December 17, 2002, between the
Company and Powertronic Holdings Limited.
10.15 Share Exchange Agreement dated December 17, 2002, between the
Company and Tsang Chi Hung.
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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 hereunto duly authorized.
CHINA WORLD TRADE CORPORATION
(Registrant)
/s/ John Hui
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By John Hui
President
Date
26 February 2003
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*Print name and title of the signing officer under his signature.
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