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 29, 2005
TEDA TRAVEL GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-30264 11-3177042
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
Suite 2102 Chinachem Century Tower, 178 Gloucester Road, 94065
Wanchai, Hong Kong
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(Address of Principal Executive Offices) (Zip Code)
(852) 2833-2186
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Registrant's Telephone Number, Including Area Code
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement
On December 29, 2005, Registrant entered into an Agreement for the Purchase and
Sale of Stock with Far Coast Asia Limited (the "Agreement") providing for the
sale of all of Registrant's ownership interest in Tianjin Teda Yide Industrial
Company Limited (f/k/a Tianjin Yide Real Estate Co., Ltd), a sino-foreign joint
venture ("Yide"). Registrant owns 35% of the outstanding capital of Yide.
Pursuant to the terms of the Agreement, Far Coast paid Registrant an amount
equal to US$300,000 upon the execution of the Agreement and will pay an amount
equal to US$2,700,000 on or before the closing of the transaction (the "Purchase
Price"). The Purchase Price is to be paid to the Registrant in Hong Kong
dollars. The transaction is expected to close within 45 days. Far Coast and its
affiliated entities have no prior relationship to Registrant and its affiliated
entities.
The transaction is subject to certain conditions, including approval of
Registrant's stockholders. A majority of the outstanding voting shares of
Registrant are held by 8 stockholders, including the Company's Chairman and
Chief Executive Officer, who are expected to vote in favor of the transaction.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
Number Description
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2.1 Agreement for the Purchase and Sale of Stock dated December 29, 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 THEREUNTO DULY AUTHORIZED.
TEDA TRAVEL GROUP, INC.
Date: January 5, 2006 By: /s/ Godfrey Chin Tong Hui
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Godfrey Chin Tong Hui
Chief Executive Officer