Form 8-K for TEDA TRAVEL GROUP INC

5-Jan-2006

Entry into Material Agreement, Financial Statements and Exhibits

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

2.1 Agreement for the Purchase and Sale of Stock dated December 29, 2005