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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): July 8, 1996
CHINA RESOURCES DEVELOPMENT, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada 33-5628-NY 87-0263643
(State or other (Commission File Number) (IRS Employer
jurisdiction Identification No.)
of incorporation)
23/F. Office Tower, Convention Plaza
1 Harbour Road
Wanchai, Hong Kong
(Address of principal executive offices)
Registrant's telephone number, including area code: 011-852-2537-6689
(Former name or former address, if changed since last report.)
Page 1 of 8 pages Exhibit Index on Page 6
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 5. OTHER EVENTS.
COMPLETION OF "REGULATION S" OFFERING
On Monday, July 8, 1996, the Registrant completed a private offering
of shares of its Series B Convertible Preferred stock, par value
$0.001 per share (the "Shares"), raising gross proceeds of
approximately $4,000,000.00. The offering was conducted outside of
the United States in reliance upon the exemption from registration
provided by Regulation S, promulgated under the Securities Act of
1933, as amended (the "Act"). The terms of the Shares, including the
formula by which they are convertible into shares of common stock, are
set forth in the Certificate of Designation filed by the Registrant
with the Secretary of State of Nevada on December 13, 1995, a copy of
which is attached as an exhibit hereto. The Shares have not been and
will not be registered under the Act and may not be offered or sold in
the United States absent registration or an applicable exemption from
registration requirements. The Registrant intends to utilize the
funds raised through the offering to finance the expansion of its
rubber distribution operations in the People's Republic of China, to
repay short term debt and to provide working capital for distribution
and other operations.
On Thursday, July 18, 1996, the Registrant issued a press release
disclosing the completion of the offering, the amount of funds raised
and the planned use of the proceeds. A copy of that press release is
also attached hereto as an exhibit.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
The following exhibits are filed with this report:
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<CAPTION>
Exhibit No. Exhibit Description
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<S> <C>
4 .1 Certificate of Designation of Series B Convertible Preferred
Stock, filed on December 13, 1995 (Filed with Form 8-K dated
March 8, 1996, and incorporated herein by reference.)
99.3 Press Release issued by Registrant dated July 18, 1996 (Filed
herewith.)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CHINA RESOURCES DEVELOPMENT, INC.
July 18, 1996 By: /s/ Li Shunxing
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Name: Li Shunxing
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Title: President
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EXHIBITS
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EXHIBITS INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit Description Page No.
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<S> <C> <C>
4 .1 Certificate of Designation of Series B Convertible Preferred
Stock, filed on December 13, 1995 (Filed with Form 8-K dated
March 8, 1996, and incorporated herein by reference.)
99.3 Press Release issued by Registrant, dated July 18, 1996 (Filed
herewith.) 8
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EXHIBIT 99.3
Press Release issued by Registrant,
dated July 18, 1996
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EXHIBIT 99.3
FOR IMMEDIATE RELEASE
CHINA RESOURCES DEVELOPMENT, INC., CONCLUDES
"REGULATION S" OFFSHORE PLACEMENT
HONG KONG - July 18, 1996 - CHINA RESOURCES DEVELOPMENT, INC. (NASDAQ:CHRB), a
Nevada corporation with operations in the People's Republic of China ("PRC"),
announced today that it has raised gross proceeds of approximately $4,000,000.00
through a private placement of shares of its Series B Convertible Preferred
stock, which concluded Monday, July 8, 1996. The offering was conducted outside
of the United States, in reliance on the registration exemption provided by
Regulation S, promulgated under the U.S. Securities Act of 1933, as amended (the
"Act"). CHRB's Series B Convertible Preferred stock is convertible into common
stock pursuant to a formula that is based upon the market value of CHRB's common
stock, which formula is set forth in the Form 8-K Current Report filed this date
with the U.S. Securities and Exchange Commission. CHRB plans to use the
additional capital to finance the expansion of its rubber distribution
operations in the PRC, to repay short term debt and to provide working capital
for distribution and other operations.
The shares of Series B Convertible Preferred stock have not been and will not be
registered under the Act and may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements.
CHRB, through a wholly-owned subsidiary, is the owner of fifty-six percent (56%)
of the outstanding capital stock of Hainan Agricultural Resources Company
Limited ("HARC"), a company organized in the PRC. Thirty-nine percent (39%) of
the outstanding capital stock of HARC is owned by the Hainan State Farming
Bureau (the "Farming Bureau"), a division of the Ministry of Agriculture of the
PRC which controls approximately 90 rubber farms on the Island of Hainan in the
PRC, and five percent (5%) is owned by Guilinyang State Farm, which is owned and
controlled by the Farming Bureau.
Wholly owned subsidiaries of HARC purchase natural rubber produced by the farms
controlled by the Farming Bureau and market and distribute such rubber to
customers throughout the PRC, such as tire manufacturers, rubber processing
plants, and import and export companies. In addition, these subsidiaries are
engaged in procurement activities with respect to many types of production
materials, such as building materials, automobiles and automobile parts, farm
equipment, fuel and chemicals, for the Farming Bureau and its affiliated farms,
as well as for other customers unaffiliated with the Farming Bureau.
CONTACT: Corporate Relations Group
Jim Spratt, 800-444-4980
or
China Resources Development, Inc., Hong Kong
I.P. Zhang, 011-852-2537-6689
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