AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 28, 2003
REGISTRATION NO. _______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
China World Trade Corporation
-----------------------------
(Exact name of Registrant as specified in its charter)
Nevada 87-0629754
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4th Floor, Goldlion Digital Network Center
138 Tiyu Road East, Tianhe
Guangzhou, PRC
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(Address of Principal Executive Offices, including ZIP Code)
2003 Non-Qualified Stock Compensation Plan
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(Full title of the plan)
Gateway Enterprises, Inc.
3230 E. Flamingo Road, Suite 156
Las Vegas, NV 89121
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(Name and address of agent for service)
(702) 990-4000
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
TITLE OF PROPOSED PROPOSED
SECURITIES AMOUNT OF MAXIMUM MAXIMUM AMOUNT OF
TO BE SHARES OFFERING AGGREGATE REGISTRATION
REGISTERED TO BE REGISTERED PRICE PER OFFERING FEE
SHARE PRICE(1)
- ---------- ---------------- --------- --------- ------------
$.001 par
value
common stock 2,000,000 $.21(1) $420,000 $33.98
$.001 par
value common
stock underlying
stock options 1,000,000 $.21(2) $210,000 $16.99
TOTALS 3,000,000 $.21(1) $630,000 $50.97
(1) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(h) under the
Securities Act of 1933, as amended. It is calculated on the basis of the
book value per share of China WTC's outstanding shares of common stock as
of June 30, 2003, which equals $.21 per share. Rule 457(h) calls for this
approach inasmuch as there is no market value for the common stock of China
WTC. Although it is listed on the OTC Bulletin Board, there have been no
trades reported to date.
(2) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(h) under the
Securities Act and is calculated upon the basis of the book value per
shares of China WTC's outstanding shares of common stock, as mentioned
above.
PROSPECTUS
China World Trade Corporation
3,000,000 Shares Of Common Stock
This prospectus relates to the offer and sale by China World Trade
Corporation, a Nevada corporation ("China WTC"), of shares of its $.001 par
value per share common stock to employees, directors, officers, consultants,
advisors and other persons associated with China WTC pursuant to the 2003
Non-Qualified Stock Compensation Plan (the "Stock Plan"). Pursuant to the Stock
Plan, China WTC is registering hereunder and then issuing, upon receipt of
adequate consideration therefore, 3,000,000 shares of common stock.
The common stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are "affiliates" of China WTC within
the meaning of the Securities Act of 1933 (the "Act") may sell all or part of
the shares in any way permitted by law, including sales in the over-the-counter
market at prices prevailing at the time of such sale. An affiliate is summarily,
any director, executive officer or controlling shareholder of China WTC or any
one of its subsidiaries. An "affiliate" of China WTC is subject to Section 16(b)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
common stock is traded on the OTC Bulletin Board under the symbol "CWTD."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is October 28, 2003
This prospectus is part of a registration statement which was filed and
became effective under the Securities Act of 1933, as amended (the "Securities
Act"), and does not contain all of the information set forth in the registration
statement, certain portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (the
"Commission") under the Securities Act. The statements in this prospectus as to
the contents of any contract or other documents filed as an exhibit to either
the registration statement or other filings by China WTC with the Commission are
qualified in their entirety by reference thereto.
A copy of any document or part thereof incorporated by reference in this
prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: China World Trade
Corporation, 4th Floor, Goldlion Digital Network Center, 138 Tiyu Road East,
Tianhe, Guangzhou, PRC. China WTC's telephone number is (011-8620) 3878-0286.
China WTC is subject to the reporting requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports and other information with the Commission. These reports, as well as the
proxy statements and other information filed by China WTC under the Exchange Act
may be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington D.C. 20549. In addition, the
Commission maintains a World Wide Website on the Internet at http://www.sec.gov
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission
No person has been authorized to give any information or to make any
representation, other than those contained in this prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by China WTC. This prospectus does not constitute an offer or a
solicitation by anyone in any state in which such is not authorized or in which
the person making such is not qualified or to any person to whom it is unlawful
to make an offer or solicitation.
Neither the delivery of this prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has not been a change
in the affairs of China WTC since the date hereof.
TABLE OF CONTENTS
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS 6
Item 1. The Plan Information 6
Item 2. Registrant Information and Employee Plan Annual Information 7
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 8
Item 3. Incorporation of Documents by Reference 8
Item 4. Description of Securities 8
Item 5. Interests of Named Experts and Counsel 8
Item 6. Indemnification of Officers, Directors, Employees and Agents 9
Item 7. Exemption from Registration Claimed 9
Item 8. Exhibits 9
Item 9. Undertakings 10
SIGNATURES 12
EXHIBIT INDEX 13
PART 1
INFORMATION REQUIRED IN THE SECTION 10(A)
PROSPECTUS
ITEM 1. THE PLAN INFORMATION.
THE COMPANY
China World Trade Corporation has its principal executive offices at 4th
Floor, Goldlion Digital Network Center, 138 Tiyu Road East, Tianhe, Guangzhou,
PRC. China WTC's telephone number is (011-8620) 3878-0286.
It is important to note that China WTC's common stock, $.001 par value, has
recently been accepted for listing on the Over-the-Counter Bulletin Board, and
there have been no reported trades to date. The Company can give no assurances
when and if active trading will develop.
PURPOSE
China WTC will issue common stock to employees, directors, officers,
consultants, advisors and other persons associated with China WTC pursuant to
the Stock Plan, which has been approved by the Board of Directors of China WTC.
The Stock Plan is intended to provide a method whereby China WTC may be
stimulated by the personal involvement of its employees, directors, officers,
consultants, advisors and other persons in China WTC's business and future
prosperity, thereby advancing the interests of China WTC and all of its
shareholders. A copy of the Stock Plan has been filed as an exhibit to this
registration statement.
COMMON STOCK
The Board has authorized the issuance of 3,000,000 shares of the common
stock to certain of the above-mentioned persons upon effectiveness of this
registration statement.
NO RESTRICTIONS ON TRANSFER
Recipients of shares of common stock will become the record and beneficial
owner of the shares of common stock upon issuance and delivery and are entitled
to all of the rights of ownership, including the right to vote any shares
awarded and to receive ordinary cash dividends on the common stock.
TAX TREATMENT TO THE RECIPIENTS
The common stock is not qualified under Section 401(a) of the Internal
Revenue Code. A recipient, therefore, will be required for federal income tax
purposes to recognize compensation during the taxable year of issuance unless
the shares are subject to a substantial risk of forfeiture. Accordingly, absent
a specific contractual provision to the contrary, the recipient will receive
compensation taxable at ordinary rates equal to the fair market value of the
shares on the date of receipt since there will be no substantial risk of
forfeiture or other restrictions on transfer. Each recipient is urged to consult
his tax advisors on this matter.
TAX TREATMENT TO THE COMPANY
The amount of income recognized by a recipient hereunder in accordance with
the foregoing discussion will be a tax deductible expense by China WTC for
federal income tax purposes in the taxable year of China WTC during which the
recipient recognizes income.
RESTRICTIONS ON RESALE
In the event that an affiliate of China WTC acquires shares of common stock
hereunder, the affiliate will be subject to Section 16(b) of the Exchange Act.
Further, in the event that any affiliate acquiring shares hereunder has sold or
sells any shares of common stock in the six months preceding or following the
receipt of shares hereunder, any so called "profit", as computed under Section
16(b) of the Exchange Act, would be required to be disgorged from the recipient
to China WTC Services rendered have been recognized as valid consideration for
the "purchase" of shares in connection with the "profit" computation under
Section 16(b) of the Exchange Act. China WTC has agreed that for the purpose of
any "profit" computation under Section 16(b), the price paid for the common
stock issued to affiliates is equal to the value of services rendered. Shares of
common stock acquired hereunder by persons other than affiliates are not subject
to Section 16(b) of the Exchange Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
A copy of any document or part thereof incorporated by reference in this
registration statement but not delivered with this prospectus or any document
required to be delivered pursuant to Rule 428(b) under the Securities Act will
be furnished without charge upon written or oral request. Requests should be
addressed to: China World Trade Corporation, 4th Floor, Goldlion Digital Network
Center, 138 Tiyu Road East, Tianhe, Guangzhou, PRC, where its telephone number
is (011-8620) 3878-0286.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by China World Trade Corporation, a Nevada corporation (the
"Company"), are incorporated herein by reference:
a. The Company's latest Annual Report on Form 10-KSB for the year ended
September 30, 2002, filed with the Securities and Exchange Commission;
b. The reports of the Company filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since the fiscal year ended September 30, 2002; and
c. All other documents filed by the Company after the date of this
registration statement pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment
to this registration statement which de-registers all securities then
remaining unsold, shall be deemed to be incorporated by reference in
this registration statement and to be a part hereof from the date of
filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The financial statements of China WTC are incorporated by reference in this
prospectus as of and for the year ended September 30, 2002 and have been audited
by Robison, Hill & Co., independent certified public accountants, as set forth
in their report incorporated herein by reference, and are incorporated herein in
reliance upon the authority of said firm as experts in auditing and accounting.
The Law Offices of Harold H. Martin, P.A. has rendered an opinion on the
validity of the securities being registered. Neither Mr. Martin nor The Law
Offices of Harold H. Martin, P.A. are an affiliate of China WTC.
ITEM 6. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS;
INSURANCE.
Under Nevada law, a corporation may indemnify its directors, officers,
employees and agents under certain circumstances, including indemnification of
such persons against liability under the Securities Act of 1933, as amended. In
addition, a corporation may purchase or maintain insurance on behalf of its
directors, officers, employees or agents for any liability incurred by him in
such capacity, whether or not the corporation has the authority to indemnify
such person. A true and correct copy of Section 78.7502 of Nevada Revised
Statutes that addresses indemnification of directors, officers, employees and
agents is attached as Exhibit 99.1.
Article X of China WTC's By-Laws provides, among other things, that a
director, officer, employee or agent of the corporation may be indemnified
against liability by reason of the fact that he was a director, officer,
employee or agent if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and
with respect to any criminal action or proceeding, had no reasonable cause to
believe that his conduct unlawful.
The effect of these provisions may be to eliminate the rights of China WTC
and its stockholders (through stockholder derivative suits on behalf of China
WTC) to recover monetary damages against a director, officer, employee or agent
for breach of fiduciary duty.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be provided for directors, officers, employees, agents
or persons controlling an issuer pursuant to the foregoing provisions, the
opinion of the Commission is that such indemnification is against public policy
as expressed in the Securities Act of 1933, as amended, and is therefore
unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ItEM 8. EXHIBITS.
(a) The following exhibits are filed as part of this registration
statement pursuant to Item 601 of the Regulation S-K and are
specifically incorporated herein by reference:
Exhibit No. Title
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5.1 Legal opinion of the Law Offices of Harold H. Martin, P.A.
10.1 2003 Non-Qualified Stock Compensation Plan
23.1 Consent of the Law Offices of Harold H. Martin, P.A.
23.2 Consent of Robison, Hill & Co., independent public accountants.
99.1 Section 78.7502 of the Nevada Revised Statutes addressing
indemnification.
ITEM 9. UNDERTAKINGS. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:
(I) include any prospectus required by Section 10(a)(3) of the
Securities Act;
(II) reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set
forth in the registration statement;
(iii) include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability pursuant to the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities offered at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(4) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of
Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934;
and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide
such interim financial information.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of registrant pursuant to the foregoing provisions, or
otherwise, registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by registrant of expenses
incurred or paid by a director, officer or controlling person of
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, registrant
will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification is against
public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
The undersigned hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of registrant's annual
report pursuant to Section 13(a) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the city of Richmond, British Columbia on October 28, 2003.
China World Trade Corporation
(Registrant)
/s/John H.W. Hui
------------------
John H.W. Hui
Vice Chairman and Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURES TITLE DATE
/s/ William C.H. Tsang Chairman and Director October 28, 2003
- ----------------------
William C.H. Tsang
/s/ John H.W. Hui Vice Chairman, October 28, 2003
- ----------------- Secretary and Director
John H.W. Hui
/s/ Chi Ming Chan Director October 28, 2003
- -----------------
Chi Ming Chan
/s/ Chao Ming Luo Director October 28, 2003
- -----------------
Chao Ming Luo
/s/ Roy C.W. Wu Director October 28, 2003
- ---------------
Roy C.W. Wu
/s/ James Mak Director October 28, 2003
- -------------
James Mak
INDEX TO EXHIBITS
Exhibit No. Title
- ------------ -----
5.1 Legal opinion of Law Offices of Harold H. Martin, P.A.
10.1 2003 Non-Qualified Stock Compensation Plan
23.1 Consent of Law Offices of Harold H. Martin
23.2 Consent of Robison, Hill & Co.
99.1 Section 78.7502 of the Nevada Revised Statutes addressing
indemnification.