To: StockDung who wrote (83954 ) 4/29/2003 2:50:47 PM From: SEC-ond-chance Read Replies (2) | Respond to of 122088 CHINA WORLD TRADE CLOSES UP (remember Tom Heysec, the pennystock pickers report) Filed On 3/3/3 China World Trade Corporation 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. -------------------------------------------------------------------------------- SETTLEMENT AGREEMENT This Agreement dated 8 September 2002 entered into between and by: PARTY A: China World Trade Corporation, c/o 4th Floor Goldlion Network Center, 138 Tiyu Road East, Tianhe, Guangzhou, the PRC 510620 PARTY B: Bernard Kwong-chung Chan of 65 Cadogan Street, #217, 2nd Floor, Kennedy town, Hong Kong RECITALS Party A is a public company with business provided in the major areas of business recreational club, online trading services, and trading brokerage and agency services; and Party A owed Party B a total amount of US$15,000.00 (the "Consideration Amount") of U.S. consultant fee as of 31 July 2002. WHEREAS: 1. Party B agrees to convert the Consideration Amount that Party A owned into the shares of the common stock of Party A which shall rank pari-passu to the existing common stock; and Party A agrees to issue or cause to issue a total of SEVENTY-THREE THOUSAND THREE HUNDRED AND FIFTY-FIVE (73,355) POST 30-TO-1 REVERSE SPLIT SHARES of its common stock to Party B for the settlement of the Consideration Amount (the "Transaction"). 2. Party A agrees to pay for all the expenses in relation to the issuance of its shares of common stock to Party B. 3. Upon signing of this Agreement and the completion of the issuance of shares of the common stock of Party A to Party B, neither Party A nor Party B would claim the counter party for any form of additional damage and/or settlement regarding the Consideration Amount. 4. Both parties agree to keep all information regarding the Transaction and its business or affairs which are known to the Parties in connection with this Agreement strictly confidential and shall release such information only to parties authorized by either party. 5. This Agreement shall be governed by the laws of the Hong Kong Special Administrative Region and the Parties shall submit to the jurisdiction thereof. For and on behalf of For and on behalf of Party A Party B /s/ John Hui /s/ Bernard Chan ----------------------------------- ----------------------------------- Mr. John HUI Bernard Chan secinfo.com