<PAGE>
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