ASIA RESOURCES HOLDINGS LTD
10KSB/A, 1999-10-29
FABRICATED RUBBER PRODUCTS, NEC
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                                 FORM 10-KSB/A-2

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

[x] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act
    of 1934 for the fiscal year ended December 31, 1998.

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934

                         Commission file number: 1-8334

                          ASIA RESOURCES HOLDINGS, LTD.
             (Exact name of Registrant as specified in its charter)

         Delaware                                   75-1071589
- --------------------------------------------------------------------------------
(State or other jurisdiction of                  (I.R.S. Employer
incorporation of organization                    Identification No.)

   52/F Bank of China Tower
       1 Garden Road
         Hong Kong
- --------------------------------------------------------------------------------
(Address of principal executive offices)           (Zip Code)

       Registrant's telephone number, including area code (852) 2514-0300

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:

                               Title of each class
                               -------------------
                          Common Stock, $.01 par value

Check whether the Registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or
for such shorter period that the Registrant was required to file such report)
and (2) has been subject to such filing requirements for the past 90 days.

                              yes [x]    no [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [x]

Revenues for the year ended December 31, 1998 were $6,548,000. The aggregate
market value of the common stock of the Registrant held by non-affiliates of the
Registrant on April 9, 1999 was $814,173. The aggregate market value was
computed by reference to the average bid and asked prices for the Common Stock
on April 9, 1999. Solely for the purposes of this response, executive officers
and directors are considered the affiliates of the Company at that date.

As of April 9, 1999, 597,132 common shares were outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

<PAGE>

The following sections of Form 10-KSB-A have been amended:


                                    PART II.

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ---------------------------------------------------






<PAGE>








                ASIA RESOURCES HOLDINGS LIMITED AND SUBSIDIARIES
               ==================================================

         (FORMERLY KNOWN AS REGAL INTERNATIONAL, INC. AND SUBSIDIARIES)



                        CONSOLIDATED FINANCIAL STATEMENTS
                        ---------------------------------

                        AS OF DECEMBER 31, 1997 AND 1998
                        --------------------------------

                         TOGETHER WITH AUDITORS' REPORTS
                         -------------------------------





<PAGE>

                              Arthur Andersen & Co.
                          Certified Public Accountants
                               20/F Wing On Centre
                           111 Connaught Road Central
                                    Hong Kong





REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF ASIA RESOURCES HOLDINGS LIMITED:



We have audited the accompanying consolidated balance sheets of Asia Resources
Holdings Limited (formerly known as Regal International, Inc.) and its
subsidiaries as of December 31, 1997 and 1998, and the related consolidated
statements of operations, cash flows and changes in shareholders' equity
(deficit) for the years ended December 31, 1996, 1997 and 1998, expressed in
Chinese Renminbi. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audits in accordance with generally accepted auditing standards
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Asia Resources
Holdings Limited and its subsidiaries as of December 31, 1997 and 1998, and the
results of their operations and their cash flows for the years ended December
31, 1996, 1997 and 1998, in conformity with generally accepted accounting
principles in the United States of America.



Arthur Andersen & Co.

Hong Kong,
April 14, 1999.




<PAGE>

                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereto duly authorized.


                         ASIA RESOURCES HOLDINGS LIMITED

By: /s/ Ma Wai Man, Catherine                 Date: October 29, 1999
   -------------------------------                 -------------------
    Ma Wai Man, Catherine
    President and Secretary

By: /s/ Lien Kait Long                        Date: October 29, 1999
   -------------------------------                 --------------------
    Lien Kait Long
    Chief Financial Officer



Pursuant to the Securities Exchange Act of 1934, this report has been signed by
the following persons on behalf of the Registrant and in the capacities and on
the dates indicated.


By: /s/ Oei Hong Leong                        Date: October 29, 1999
   ---------------------------------               --------------------
   Oei Hong Leong
   Chairman of the Board of Directors


By: /s/ Ma Wai Man, Catherine                 Date: October 29, 1999
   -------------------------------                 --------------------
    Ma Wai Man, Catherine
    Director


By: /s/ Richard N. Gray                       Date: October 29, 1999
   -------------------------------                 --------------------
    Richard N Gray
    Director


By: /s/ Lien Kait Long                        Date: October 29, 1999
   -------------------------------                 --------------------
    Lien Kait Long
    Director



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