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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 0-26232
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NOTIFICATION OF LATE FILING
(Check One): [ ] 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q
[ ] Form N-SAR
For Period Ended: March 31, 1998
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
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Read attached instruction sheet before preparing form Please print or
type.
Nothing in this form shall be construed to imply the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:_________________________
________________________________________________________________________________
PART I
REGISTRANT INFORMATION
Full name of registrant China Pacific, Inc.
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Former name if applicable Not Applicable
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Address of principal executive office (Street and number)
Room 2008 Sun Hung Kai Centre, 30 Harbour Road
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City, state and zip code Wanchai, Hong Kong
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PART II
RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
| (a) The reasons described in reasonable detail in Part III of
| this form could not be eliminated without unreasonable
| effort or expense;
| (b) The subject annual report, semi-annual report, transition
| report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion
[ ] | thereof will be filed on or before the 15th calendar day
| following the prescribed due date; or the subject
| quarterly report or transition report on Form 10-Q, or
| portion thereof will be filed on or before the fifth
| calendar day following the prescribed due date; and
| (c) The accountant's statement or other exhibit required by
| Rule 12-b-25(c) has been attached if applicable. Revised
| accountant's statement is attached.
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PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K,
20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed.)
See Attachment A, Part III, for details.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
Matthew Anderson or Tim Hoxie (415) 772-6000
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If the
answer is no, identify report(s).
[ ] Yes [x] No
The Company's Form 10-K for the quarter ended December 31, 1997
has not been filed.
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[x] Yes [ ] No
See Attachment A, Part IV(3), for details.
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
China Pacific, Inc.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date 5/15/98 By /s/ Thomas Tong
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Thomas Tong, Chief Financial Officer
Instruction, The form may be signed by an executive officer
of the registrant or by any other duly authorized representative. The
name and title of the person signing the form shall be typed or
printed beneath the signature. If the statement is signed on behalf
of the registrant by an authorized representative (other than an
executive officer), evidence of the representative's authority to sign
on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omission of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
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ATTACHMENT A
PART III
NARRATIVE
China Pacific, Inc. (the "Company") is unable to file its Form 10-Q on
or before May 15, 1998, because the Company's joint venture subsidiary, Chengdu
Chengkang Iron and Steel Limited ("Chengdu Steel"), has not provided financial
information for the year ended December 31, 1997 to the Company or to its
accountants, Arthur Andersen & Co., sufficient to permit the Company to prepare
or Arthur Andersen to audit financial statements for 1997. Consequently, the
Company is also unable to prepare unaudited financial statements for the
quarter ended March 31, 1998.
Chengdu Steel is a joint venture between the Company, which holds a
60% interest in Chengdu Steel, and Chengdu Iron and Steel Plant ("CISP"), a
state-owned PRC company controlled by the Department of Metallurgy of the
Chengdu Government, which holds the remaining 40% interest. (The joint venture
agreement has been filed with the Commission each year as Exhibit 10.1 to the
Company's Annual Report on Form 10- KSB, incorporated by reference from the
respective exhibits filed with the Company's Current Report on Form 8-K dated
October 30, 1995). A General Manager nominated by CISP and approved by Chengdu
Steel's Board is generally responsible under the joint venture agreement for
management of the joint venture, including providing the Company with financial
information. CISP has terminated the service of Mr. Liao Zicai as General
Manager of CISP and as a result he also ceased to be the General Manager and
Vice Chairman of Chengdu Steel. A new manager nominated by CISP is currently
running Chengdu Steel's plant on an interim basis, but he has not been approved
by Chengdu Steel's Board in accordance with the joint venture agreement.
Although there had been a lack of cooperation between the new manager
of CISP and China Pacific in the past, as described in the Company's press
release dated April 15 and in the Form 12b-25/A with respect to the Company's
late Form 10-K that was filed with the SEC on that date, China Pacific has
taken positive steps with the new management of CISP to clarify the management
situation of Chengdu Steel. As a result of an April 24, 1998 meeting of the
Board of Directors of Chengdu Steel, CISP has begun to cooperate with China
Pacific to collect the financial information needed to prepare China Pacific's
financial statements, and Arthur Andersen, the Company's independent
accountant, is currently performing its audit field work on this information.
On April 17, 1998, China Pacific's Vice President, Ms. Connie Mo, was appointed
as a Director of Chengdu Steel. Ms. Mo is currently in Chengdu, PRC,
supervising the preparation of Chengdu Steel's financial statement. CISP has
named a new Vice Chairman of Chengdu Steel, and the Board of Directors of
Chengdu Steel confirmed this choice at the April 24, 1998 Board Meeting. CISP
and the Company have agreed in a memorandum to return to Clement Mak, the
Chairman of Chengdu Steel and the CEO of China Pacific, Inc., the authority of
legal representative of Chengdu Steel (the legal representative has the
authority to act for Chengdu Steel). This authority previously had been
delegated to the former Vice Chairman, Mr. Liao Zicai.
The Company is committed to releasing its financial information and
filing its Form 10-K as soon as possible, and will make appropriate
announcements as reliable financial information becomes available. The Company
plans to file its Form 10-Q for the quarter ended March 31, 1998 at about the
same time it files its Form 10-K. However, as of the date of filing of this
Form 12b-25, it is not yet possible to predict with certainty when the
financial statements and audit will be completed and the Form 10-K and Form
10-Q filed.
China Pacific's management will continue to work diligently to ensure
that the necessary financial information is obtained, and the reports are
filed, as soon as possible.
PART IV
DESCRIPTION OF ANTICIPATED SIGNIFICANT CHANGE IN RESULTS OF OPERATIONS
REFLECTED BY EARNINGS STATEMENTS.
Based on a preliminary review of the Company's unaudited financial
statements for the quarter ended March 31, 1998, the Company expects a net
income loss for such quarter as compared to a net income of USD 1.0 million
during the first three months of 1997. The extent of the net income loss and
the specific items involved cannot be ascertained until the completion of the
audit of the Company's fiscal 1997 financial statements, which is presently
being performed by Arthur Andersen & Co., as described in Part III above.
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