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 30, 2004
CHINA WORLD TRADE CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
000-26119
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(Commission File Number)
87-0629754
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(I.R.S. Employer Identification No.)
3rd Floor, Goldlion Digital Network Center
138 Tiyu Road East, Tianhe
Guangzhou, The PRC 510620
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(Address of Principal Executive Offices) (Zip Code)
011-8620-3878-0286
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(Registrant's Telephone Number, Including Area Code)
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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 matters
described herein.
Item 1.01 Entry Into A Material Definitive Agreement.
Pursuant to an Agreement for Sale and Purchase, dated December 30, 2004 (the
"Agreement"), between General Business Network (Holdings) Limited, a corporation
organized and existing under the laws of the Hong Kong SAR of the Peoples'
Republic of China and a wholly-owned subsidiary of the Registrant ("GBN"), and
Guangzhou Goldlion Environmental Technology Company Ltd., a corporation
organized and existing under the laws of the Peoples' Republic of China
("GGETC"), GBN agreed to sell to GGETC, and GGETC agreed to purchase from GBN,
for an aggregate purchase price of US$2,456,521.70 in cash, the premises known
as the 20th Floor of the Goldlion Digital Network Centre, Nos. 136 and 138 Ti Yu
Dong Road, Tianhe District, Guangzhou, The Peoples' Republic of China (the
"Property"). The Property is subject to a mortgage with an outstanding loan
amount of US$1,195,652.10, and it is a condition of the sale that the Property
be released from such mortgage in accordance with the laws of the Peoples'
Republic of China. For purposes of this filing and converting Renminbi, the
official currency of the PRC that is quoted by the Peoples' Bank of China, into
U.S. Dollars, we have used an exchange rate of 1US$=8.28RMB.
Additional conditions of closing include the following: (i) The Board of
Directors, including the Independent Directors, of the Registrant, shall have
approved the sale pursuant to the terms of the Agreement; (ii) all consents,
waivers, approvals, etc. of any relevant PRC governmental or regulatory
authority for the sale shall have been obtained; (iii) the independent
shareholders of the holding company of GGETC shall have approved the purchase of
the Property in accordance with the terms of the Agreement; and (iv) all other
applicable requirements under the Listing Rules shall have been complied with or
waived by the The Stock Exchange of Hong Kong Limited.
Mr. Chi Hung Tsang, Chairman and President of the Registrant, may be deemed to
be an affiliate of GGETC within the meaning of the Securities Act of 1933, as
amended. Accordingly, the transaction will be approved by the independent
members of the Board of Directors of the Registrant, with Mr. Tsang abstaining
from the vote.
The Registrant has disclosed that the principal reason for the sale is to enable
it to streamline its business operations and focus such operations on the
Registrant's world trade club and travel related businesses, as well as on its
value-added business segment. The closing date under the Agreement is May 31,
2005.
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/ Chi Hung Tsang
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Chi Hung Tsang
President
Date: January 4, 2005