This
Information Statement is being mailed on or about March 31, 2008, to the holders
of record at the close of business on March 25, 2008 (the “Record Date”) of
common stock, par value $0.001 per share (“Common Stock”) of China World Trade
Corporation, a Nevada corporation (“the Company” or “CWTD”), in connection with
the change of control and composition of the Board of Directors of the Company
as contemplated by the Share Exchange Agreement entered into among the Company,
Parure Capital Limited, Uonlive Limited and certain other parties as described
below. This Information Statement is being furnished pursuant to
Section 14(f) of the Securities Exchange Act of 1934 (the “Exchange Act”) and
Rule 14f-1 promulgated thereunder. This Information Statement is
being provided solely for informational purposes and not in connection with a
vote of the Company’s stockholders.
On the
Record Date, there were 49,565,923 shares of CWTD Common Stock issued and
outstanding, each of which was entitled to cast one vote per share, and no
shares of CWTD preferred stock, $.001 par value (the “Preferred Stock”),
outstanding.
WE
ARE NOT SOLICITING YOUR PROXY.
NO
VOTE OR OTHER ACTION BY THE COMPANY’S SECURITYHOLDERS IS REQUIRED IN RESPONSE TO
THIS INFORMATION STATEMENT.
CHANGE
OF CONTROL
On March 28, 2007, the Company entered
into a Share Exchange Agreement (the “Exchange Agreement”) by and among the
Company, William Tsang, the Chairman and President of the Company (“Tsang”),
Uonlive Limited, a corporation organized and existing under the laws of the Hong
Kong SAR of the People’s Republic of China (“Uonlive”), Tsun Sin Man Samuel,
Chairman of Uonlive (“Tsun”), Hui Chi Kit, Chief Financial Officer of Uonlive
(“Hui”), Parure Capital Limited, a corporation organized and existing under the
laws of the British Virgin Islands and parent of Uonlive (“Parure
Capital”). For purposes of the Exchange Agreement; Tsun and Hui, as
the holders of all of the outstanding capital stock of Parure Capital were
therein referred to as the “Shareholders”, and Parure Capital and Uonlive were
therein referred to as the “Uonlive Subsidiaries.” Upon closing of
the share exchange transaction contemplated under the Exchange Agreement (the
“Share Exchange”), Tsun and Hui transferred all of their share capital in Parure
Capital to the Company in exchange for, and assigned to corporations designated
by Tsun and Hui, an aggregate of 150,000,000 shares of
common stock of the Company and 500,000 shares of Series A Convertible Preferred
Stock of the Company, which is convertible after six months from the date of
issuance into one hundred shares of common stock of the Company, thus causing
Parure Capital to become a direct wholly-owned subsidiary of the
Company.
In
addition, pursuant to the terms and conditions of the Exchange
Agreement:
·
On
the Closing Date, the current officers of the Company resigned from such
positions and the persons chosen by Uonlive were appointed as the officers
of the Company, notably Tsun Sin Man Samuel, as Chairman, Cheung Chi Ho,
as Chief Executive Officer, and Wong Kin Yu, as Chief Operating Officer,
and Tsang and Zeliang Chen resigned from their positions as directors and
officers; CM Chan resigned from his position as CEO, Larry Wei Fan will
remain as CFO until further notice and Tsun and Cheung filled the
vacancies on the Board created by their
resignation.
·
On
the Closing Date, the remaining members of the Board, namely Xiao Lei
Yang, Chao Ming Luo and Ye Xin Long resigned from their positions as a
director effective upon the expiration of the ten day notice period
required by Rule 14f-1, at which time such persons designated by Uonlive
will be appointed as directors of the Company, notably Carol Kwok, Zeng
Yang and Wong Kin Yu.
·
On
the Closing Date, the Company paid and satisfied all of its “liabilities”
as such term is defined by U.S. GAAP as of the
closing.
·
As
of the Closing, the parties consummated the remainder of the transactions
contemplated by the Exchange Agreement, including the transfer of all of
CWTD’s subsidiaries to Top Speed Technologies Limited, a British Virgin
Islands corporation owned by William Tsang, pursuant to a sale and
purchase agreement in consideration of cancellation of indebtedness owed
by CWTD to William Tsang.
As of the
date of the Exchange Agreement there are no material relationships between the
Company or any of its affiliates and the Shareholders, or Uonlive, other than in
respect of the Exchange Agreement.
The
foregoing description of the Exchange Agreement does not purport to be complete
and is qualified in its entirety by reference to the complete text of the
Exchange Agreement, a copy of which is expected to be filed with the U.S.
Securities and Exchange Commission on or about April 4, 2008.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND
MANAGEMENT
The following table sets forth as of
March 31, 2008, the number of shares of the Company’s Common Stock owned of
record or beneficially by each person and corporations known to be the
beneficial owner of 5% or more of the issued and outstanding shares of the
Company’s voting stock, and by each of the Company’s directors and executive
officers and by all its directors and executive officers as a
group. The share figures and percentages in the table below have been
adjusted to give effect to the issuance of 150,000,000 shares of common stock at
Closing on such date, there will also be issued and outstanding, but not
reflected in the table, 500,000 shares of the Company’s Series A Voting
Convertible Preferred Stock, each of which is entitled to 100 votes and is
convertible into 100 shares of Common Stock on a date which is six month after
the date of issuance.
Title of Class
Name
Number of Shares Owned(1)
Percent of Voting Power(2)
Common
William
Tsang
21,787,675
10.9%
Common
Dragon
Ace Global Limited
75,000,000
37.6%
Common
Oxford
Global Capital Limited
60,000,000
30.1%
Common
Standford
Global Capital Limited
15,000,000
7.5%
Common
All
Officers and Directors as a Group
(3 corporations)
150,000,000
75.1%
(1)
Except
as otherwise indicated, the shares are owned of record and beneficially by
the persons named in the table.
(2)
Based
on 199,565,923 shares of common stock issued and
outstanding.
DIRECTORS
AND EXECUTIVE OFFICERS
On the
Closing Date, the current officers of the Company resigned from such positions
and the persons chosen by Uonlive were appointed as the officers of the Company,
notably Tsun Sin Man Samuel, as Chairman, Cheung Chi Ho, as CEO, and Wong Kin
Yu, as Chief Operating Officer, and Tsang and Zeliang Chen resigned from their
positions as directors and officers; CM Chan resigned from his position as CEO,
Larry Wei Fan will remain as CFO until further notice and Tsun and Cheung filled
the vacancies on the Board created by their resignation.
On the
Closing Date, the remaining members of the Board, namely Xiao Lei Yang, Chao
Ming Luo and Ye Xin Long resigned from their positions as a director effective
upon the expiration of the ten day notice period required by Rule 14f-1, at
which time such persons designated by Uonlive will be appointed as directors of
the Company, notably Carol Kwok, Zeng Yang and Wong Kin Yu.
To the
best of the Company’s knowledge, immediately prior to the Closing, Tsun Sin Man
Samuel, Cheung Chi Ho, and Wong Kin Yu were not directors, did not hold any
position with the Company, nor had they been involved in any transactions with
the Company or any of its directors, executive officers, affiliates or
associates which would be required to be disclosed pursuant to the rules and
regulations of the U.S. Securities and Exchange Commission. To the
best of the Company’s knowledge, none of such persons has been convicted in a
criminal proceeding, excluding traffic violations or similar misdemeanors, nor
has he or she been a party to any judicial or administrative proceeding during
the past five years that resulted in a judgment, decree or final order enjoining
the person from future violations of, or prohibiting activities subject to,
federal or state securities laws, or a finding of any violation of federal or
state securities laws, except for matters that were dismissed without sanction
or settlement.
To the
Company’s knowledge, no director, officer or affiliate of the Company, and no
owner of record or beneficial owner of more than five percent (5%) of the
securities of the Company, or any associate of any such director, officer or
security holder is a party adverse to the Company or has a material interest
adverse to the Company in reference to pending litigation.
The names
of the officers and directors of the Company following Closing, as well as
certain information about them are set forth below:
Name
Age
Position
William
Tsang (1)
46
Director,
Chairman and President
Zeliang
Chen (1)
42
Director,
Vice-Chairman
Chi
Ming Chan (1)
46
Chief
Executive Officer
Chao
Ming Luo (2)
57
Director
Xiao
Lei Yang (2)
37
Director,
General Manager
Ye
Xin Long (2)
62
Independent
Director
Tsun
Sin Man Samuel (3)
40
Director,
Chairman
Cheung
Chi Ho (3)
30
Director,
Chief Executive Officer
Wong
Kin Yu (4)
27
Director,
Chief Operating Officer
Carol
Kwok (4)
29
Director
Zeng
Yang (4)
24
Director
Larry
Wei Fan (5)
37
Chief
Financial Officer
(1) Resigned
as a director and officer at Closing
(2) Resigned
as a director ten days following the mailing of this information
statement.
(3) Appointed
as a director and officer at Closing.
(4)
Will
be appointed a director on the date the resignations of the third, fourth
and fifth above-listed directors’ become
effective.
(5) Retained
as an officer
- 2
-
Biographies
of Directors
Mr.
Tsun Sin Man Samuel, age 40, Director & Chairman
Mr. Tsun
Sin Man Samuel, who has more than 20 year experience in the acoustic components
and ultra-sonic products market, served as the Chief Executive Officer of DB
Products Ltd for the period 1988 to 2008, a company specializing in
manufacturing of acoustic components. He also served as CEO of DBtronix (Far
East) Ltd. Headquartered in Hong Kong, DB Products Ltd. has
introduced over 4,000 models of acoustic components including Magnetic Buzzer,
Piezo Element Mechanical Buzzer and speakers into the market place. He
established Uonlive Limited on April 2007, which is the first online radio
station in Hong Kong.
Mr.
Cheung Chi Ho, age 30, Director & Chief Executive Officer
Mr.
Cheung Chi Ho is the Chief Executive Officer of Uonlive Limited. He joined DB
Group Limited as a Project Designer in 2005. With his talent, creativity and
knowledge in fine arts and multimedia, he has lead a number of successful
projects, including the website of Hong Kong Girl Guides, official website of
Metro Radio programme, Bananaclub, and its online audio-sharing platforms, and
UonLIVE (previously known as BBSLive). His contribution in project management,
concept development and network design is well recognized.
Prior to
joining DB Group, Mr. Cheung was a freelance designer in United Kingdom. He
gained a Bachelor of Arts degree and a Masters Degree of Arts, majoring in
Design and Manufacture (Multimedia Design) at De Monfort University in United
Kingdom.
Ms.Carol
KWOK, age 29, Director
Ms, Kwok
has served as the Director of Administration of DODI Network Tech (Guangzhou)
Limited starting from 2005; a company specialized in software development.
She graduated from the University of Aberdeen, Scotland with a degree of
M.Sc. in Finance & Investment Management.
Ms.
Yang ZENG, aged 24, Director
Ms. Zeng
served as the network Engineer of DODI network tech (Guangzhou) Ltd. from 2005.
She is at the final stage of attending a professional training course of Beida
Jade Bird Aptech Guangzhou High-Tech Training Centre as Network Engineer.
Ms.Zeng graduated from Wuhan Military School of Economics and Management major
in Economics management in 2004
Mr.
Fan Wei Larry, age 37, Chief Financial Officer
Mr. Fan,
has over 10 years of experiences in the areas of investment, transaction
advisory services and commercial fields. He served as the CFO of China World
Trade Corporation since August 2007. In the past, Mr. Fan was
the associate director of Greater China Capital Limited from
2006-2007 and Vice President of Beijing Xinyou Stone Investment
Consultancy Limited from 2003-2005. Mr. Fan holds a Masters
Degree in Business from RMIT University
of Australia.
Mr.
Wong Kin Yu, age 27, Director and Chief Operating Officer
Mr. Wong
was appointed as Chief Operating Officer of Uonlive Ltd. He was the director of
Shining Pearl (HK) Co. Ltd. and the company’s secretary of Hong Kong United
Youth Association Ltd. for the period 2006 to 2007. Mr. Wong
graduated from Jinan University and was awarded the Bachelor of Business
Administration degree in 2005.
Mr. Chao Ming Luo, age 57, is a Director of the
Company. Mr. Luo has long-term collaborative relations with Hong Kong business
circles and associations. He was employed at the Xinhua News Agency Hong Kong
from 1983 to 1996; he then joined the Xinhua News Agency Hong Kong Branch
Guangzhou Representative Office in 1996 before joining the Company. He is the
Chief Council Member of Guangdong Overseas Friendship Association, and Council
Member of Guangzhou Overseas Friendship Association. Mr. Luo worked as the
Electric Design Technician in Guangzhou Design Institute and the Assistant of
Electric Technology Specialty, Electric Engineering Department in Guangdong
University of Technology.
Ms. Xiao Lei Yang, age 37, is the General Manager
of World Trade Center Club Beijing, a subsidiary of the Company. Ms Yang
has more than 10 years experience in business clubs and city clubs operation.
She has been working for the Company since 1997. Ms. Yang was responsible for
launching the first World Trade Center Club of China in Beijing in 1997,
followed by the second World Trade Center Club in Guangzhou in 2001. In 2004 she
was appointed as the General Manager of WTC Club Beijing to oversee
the development in the business center and club operations. She is also the
Chief Representative of the CEO Clubs China Beijing office. Ms. Yang
received her bachelor degree in electronic engineering from Yangzhou University
of China in 1993 and a certificate in English major from Second Foreign
Language University of Beijing in 1996.
Mr. Ye Xin Long, age 62, is an Independent Director
of the Company. Mr. Ye has over 35 years of experience doing business in China
and investing in Chinese enterprises. He has an excellent relationship with the
Beijing Municipal Government and the Guangzhou Municipal
Government.
BOARD
OF DIRECTORS’ MEETINGS AND COMMITTEES
The
Company presently does not have an audit committee, compensation committee or
nominating committee. The Company does not have an audit committee
charter or a charter governing the nominating process as the management of the
Company believes that until this point it has been premature at the early stage
of the Company’s management and business development to form an audit,
compensation or nominating committee. However, the new management of
the Company may form an audit, compensation and nominating committee in the
future. Until these committees are established, these decisions will
continue to be made by the Board of Directors. Although the Board of
Directors has not established any minimum qualifications for director
candidates, when considering potential director candidates, the Board considers
the candidate’s character, judgment, skills and experience in the context of the
needs of the Company and the Board of Directors.
The
Company’s Board of Directors does not currently provide a process for
stockholders to send communications to the Board of Directors as the Company
management believes that until this point it has been premature given the
limited liquidity of the common stock of the Company to develop such
processes. However, the new management of the Company may establish a
process for stockholder communications in the future.
- 3
-
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Prior to
Closing, the Company utilized office space rented from a company controlled by
William Tsang.
On
September 25, 2006, the Company together with its wholly owned subsidiary,
Rainbow Wish Limited (“Rainbow Wish”), entered into a Share Exchange Agreement
(the “Agreement”) with CWT International Excursion Investment Limited, a company
organized and existing under the laws of the British Virgin Islands (“CWT
Excursion”), and William Tsang, the Chairman of the Company and holder of sixty
percent (60%) of the capital stock of CWT Excursion. Mr. Tsang is
also a citizen and resident of the The People’s Republic of China. Pursuant to
the terms of the Agreement, the Company issued 9,000,000 shares of its common
stock (the “CWTD Shares”) to Mr. Tsang in exchange for 25 common shares of CWT
Excursion owned by him (the “CWT Excursion Shares”), which CWT Excursion Shares
were acquired by Rainbow Wish, representing a 25% equity interest in CWT
Excursion. Pursuant to the Agreement, Mr. Tsang has also agreed to grant Rainbow
Wish the option to purchase an additional 35% of the capital stock of CWT
Excursion within twelve months of the date of sale, at a price that will be
agreed upon by both parties at the time of exercise of said option in a separate
agreement. The transaction was approved by a majority vote of the
Board of Directors of the Company, with Mr. Tsang abstaining from voting on what
is characterized as an “interested director” transaction, in accordance with
Article II, Section 12(a) of the By-Laws of the Company and the Nevada Revised
Statutes.
In
connection with the Exchange Agreement, the Company transferred the capital
stock of Virtual Edge Limited, a British Virgin Islands corporation, China World
Trade Corporation, a British Virgin Islands corporation, China Chance
Enterprises Limited, a British Virgin Islands corporation, and Rainbow Wish
Ltd., a British Virgin Islands corporation, to Top Speed Technologies Ltd., a
British Virgin Islands corporation which is wholly owed by William Tsang, the
former Chairman and President of the Company. The corporations whose
stock was transferred represented all of the assets and liabilities of the
Company, and contain viable, ongoing businesses. No fairness opinion
was sought by the Board of Directors with respect to the transfers and no
appraisals were sought by the Board of Directors with respect to the assets
indirectly transferred.
Except
for the transactions described above, there are no proposed transactions and no
transactions during the past two years to which the Company was (or is) a party,
and in which any officer, director, or principal stockholder, or their
affiliates or associates, was also a party.
EXECUTIVE
COMPENSATION
Executive
Compensation
Summary
Compensation Table
The
following Summary Compensation Table sets forth, for the years indicated, all
cash compensation paid, distributed or accrued for services, including salary
and bonus amounts, rendered in all capacities by the Company’s chief executive
officer and all other executive officers who received or are entitled to receive
remuneration in excess of $100,000 during the stated periods.
SUMMARY
COMPENSATION TABLE
Name
of officer
Year
Salary
Bonus
Stock
Awards
Option Awards
Non-Equity Incentive Plan
Compensation
Nonqualified
Deferred Compensation
All Other
Compensation
Total
William
Tsang
2007
150,000
-
-
-
-
-
-
150,000
2006
150,000
-
-
-
-
-
-
150,000
2005
150,000
12,500
198,480
-
-
-
-
360,980
C.M.
Chan
2007
26,419
-
-
-
-
-
-
26,419
2006
77.062
-
-
-
-
-
-
77.062
2005
76,982
15,215
53,755
-
-
-
-
145,952
Cheung
Chi Ho
2007
20,000
-
-
-
-
-
-
20,000
2006
-
-
-
-
-
-
-
-
2005
-
-
-
-
-
-
-
-
Option
Grants in Last Fiscal Year
There
were no options granted to any of the named executive officers during the period
ended December 31, 2007.
During
the period ended December 31, 2007, none of the named executive officers
exercised any stock options.
Employment
Agreements
The
Company has no employment agreements with any of its employees.
Equity
Compensation Plan Information
The
Company currently does not have any equity compensation plans; however the
Company is currently deliberating on implementing an equity compensation
plan.
Directors’
and Officers’ Liability Insurance
The
Company currently does not have insurance insuring directors and officers
against liability; however, the Company is in the process of investigating the
availability of such insurance.
Section
16(a) of the Exchange Act, as amended, requires the Company’s directors and
executive officers, and persons who own more than 10% of the Company’s equity
securities which are registered pursuant to Section 12 of the Exchange Act, to
file with the SEC initial reports of ownership and reports of changes in
ownership of equity securities of the Company. Officers, directors
and greater than 10% stockholders are required by SEC regulations to furnish the
Company with copies of all Section 16(a) reports they file. To
the best knowledge of CWTD based on the filings made, during fiscal year 2007,
the officers, directors and 10% stockholders of the Company filed all Section
16(a) reports they are required to file on a timely basis.
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, China World Trade Corporation has duly caused
this report to be signed by the undersigned hereunto authorized.
