SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarter period ended June 30, 1998
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ___________ to _____________
CHINA RESOURCES DEVELOPMENT, INC.
(Exact Name of registrant as Specified in Charter)
Nevada 33-5628-NY 87-0263643
(State or other Jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
36/F., Far East Finance Center,
16 Harcourt Road, Admiralty,
Hong Kong
011-852-28107205
(Address and telephone number of
principal executive offices)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such requirements
for the past 90 days.
Yes X No
------ ------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 6,029,004 shares of common
stock, $0.001 par value, as of August 6, 1998.
Page 1 of 20 pages Exhibit Index on Page 16
<PAGE>
CONVENTIONS
Unless otherwise specified, all references in this report to "U.S.
Dollars," "Dollars," "US$," or "$" are to United States dollars; all references
to "Hong Kong Dollars" or "HK$" are to Hong Kong dollars; and all references to
"Renminbi" or "RMB" or "yuan" are to Renminbi yuan, which is the lawful currency
of the People's Republic of China ("China" or "PRC"). The Company and Billion
Luck maintain their accounts in U.S. Dollars and Hong Kong Dollars,
respectively. HARC and the Operating Subsidiaries maintain their accounts in
Renminbi. The financial statements of the Company and its subsidiaries are
prepared in Renminbi. Translations of amounts from Renminbi to U.S. Dollars and
from Hong Kong Dollars to U.S. Dollars are for the convenience of the reader.
Unless otherwise indicated, any translations from Renminbi to U.S. Dollars or
from U.S. Dollars to Renminbi have been made at the single rate of exchange as
quoted by the People's Bank of China (the "PBOC Rate") on June 30, 1998, which
was approximately U.S.$1.00 = Rmb8.28. Translations from Hong Kong Dollars to
U.S. Dollars have been made at the single rate of exchange as quoted by the
Hongkong and Shanghai Banking Corporation Limited on June 30, 1998, which was
approximately US$1.00 = HK$7.75. The Renminbi is not freely convertible into
foreign currencies and the quotation of exchange rates does not imply
convertibility of Renminbi into U.S. Dollars or other currencies. All foreign
exchange transactions take place either through the Bank of China or other banks
authorized to buy and sell foreign currencies at the exchange rates quoted by
the People's Bank of China. No representation is made that the Renminbi or U.S.
Dollar amounts referred to herein could have been or could be converted into
U.S. Dollars or Renminbi, as the case may be, at the PBOC Rate or at all.
References to "Billion Luck" are to Billion Luck Company Ltd., a
British Virgin Islands company, which is a wholly-owned subsidiary of the
Company.
References to "Company" and "Registrant" are to China Resources
Development, Inc., and include, unless the context requires otherwise, the
operations of Billion Luck, HARC, First Supply, and Second Supply (all as
hereinafter defined).
References to "Farming Bureau" are to the Hainan Agricultural
Reclamation General Company, a division of the Ministry of Agriculture, the PRC
government agency responsible for matters relating to agriculture.
References to "First Supply" are to First Goods And Materials Supply
And Sales Corporation, a company organized in the PRC and a wholly-owned
subsidiary of HARC.
References to "Guilinyang Farm" are to Hainan Province Guilinyang State
Farm, a PRC entity which is owned and controlled by the Farming Bureau.
References to "Hainan" are to Hainan Province of the PRC.
References to "Hainan State Farms" are to the rubber farms in Hainan
controlled by the Farming Bureau.
References to "HARC" are to Hainan Zhongwei Agricultural Resources
Company Limited, a company organized in the PRC, whose capital is owned 61% by
Billion Luck and 39% by the Farming Bureau.
References to "Operating Subsidiaries" are to the consolidated
operations, assets and/or activities, as the context indicates, of First Supply,
and Second Supply.
References to the "PRC" or "China" include all territory claimed by or
under the control of the Central Government, except Hong Kong, Macau, and
Taiwan.
References to "Second Supply" are to Second Goods And Materials Supply
And Sales Corporation, a company organized in the PRC and a wholly-owned
subsidiary of HARC.
References to "Tons" are to metric tons.
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES
CONDENSED CONSOLIDATED INCOME STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(Amounts in thousands, except share and per share data)
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- ------------------------
1998 1997 1998 1998 1997 1998
---- ---- ---- ---- ---- ----
RMB RMB US$ RMB RMB US$
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C> <C>
SALES 120,140 365,069 14,510 213,367 474,467 25,769
COST OF SALES (113,680) (348,557) (13,730) (204,004) (449,675) (24,638)
---------- ---------- --------- --------- --------- ----------
GROSS PROFIT 6,460 16,512 780 9,363 24,792 1,131
DEPRECIATION OF FIXED ASSETS (432) (510) (52) (821) (844) (99)
SELLING AND ADMINISTRATION
EXPENSES (7,529) (8,258) (909) (15,535) (15,717) (1,876)
---------- ---------- --------- --------- --------- ----------
OPERATING (LOSS)/INCOME (1,501) 7,744 (181) (6,993) 8,231 (844)
FINANCIAL INCOME, NET 4,689 243 566 4,732 890 571
OTHER INCOME, NET 2,960 9,936 357 1,618 18,745 195
---------- ---------- --------- --------- --------- ----------
(LOSS)/INCOME BEFORE
INCOME TAXES 6,148 17,923 742 (643) 27,866 (78)
INCOME TAXES (1,053) (4,027) (127) (1,053) (6,153) (127)
---------- ---------- --------- --------- --------- ----------
NET (LOSS)/ INCOME BEFORE
MINORITY INTERESTS 5,095 13,896 615 (1,696) 21,713 (205)
MINORITY INTERESTS (3,254) (7,161) (393) (1,938) (11,598) (234)
---------- ---------- --------- --------- --------- ----------
NET (LOSS)/INCOME 1,841 6,735 222 (3,634) 10,115 (439)
========== ========== ========= ========= ========= ==========
(LOSS)/EARNINGS PER SHARE 0.31 1.12 0.04 (0.60) 1.70 (0.07)
========== ========== ========= ========= ========= ==========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 6,029,004 6,029,004 6,029,004 6,029,004 5,945,671 6,029,004
========== ========== ========= ========= ========= ==========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
<PAGE>
CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 1998 AND DECEMBER 31, 1997
(Amounts in thousands)
<TABLE>
<CAPTION>
June 30, December 31, June 30,
1998 1997 1998
RMB RMB US$
Notes (unaudited) (audited) (unaudited)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents 141,255 124,547 17,060
Trade receivables 6,217 11,249 751
Inventories 2 20,906 61,792 2,525
Other receivables, deposits and 32,670 29,139 3,945
prepayments
Amount due from Farming Bureau 4,737 14,921 572
Amounts due from related companies 53,660 40,044 6,481
---------- ---------- ----------
Total current assets 259,445 281,692 31,334
PROPERTY AND EQUIPMENT, NET 7,041 7,496 850
INVESTMENTS 139,824 147,671 16,887
GOODWILL 1,008 1,021 122
---------- ---------- ----------
TOTAL ASSETS 407,318 437,880 49,193
========== ========== ==========
LIABILITIES AND SHAREHOLDERS'
EQUITY
CURRENT LIABILITIES:
Accounts payable 13,874 20,284 1,676
Other payables and accrued liabilities 18,460 21,106 2,229
Income taxes payable 17,412 22,375 2,103
---------- ---------- ----------
TOTAL CURRENT LIABILITIES 49,746 63,765 6,008
MINORITY INTERESTS 120,234 133,143 14,521
---------- ---------- ----------
TOTAL LIABILITIES AND MINORITY
INTERESTS 169,980 196,908 20,529
---------- ---------- ----------
SHAREHOLDERS' EQUITY
Common stock, US$0.001 par value:
Authorized:
200,000,000 shares in 1998 and 1997,
Issued and outstanding:
6,029,004 (1997: 5,779,004) shares, 50 50 6
Preferred stock, authorized:
10,000,000 shares in 1998 and 1997
Series B preferred stock, US$0.001 par value:
Authorized: 3,200,000 shares in 1998 and 1997
Issued and outstanding: 3,200,000 shares in
1998 and 1997 27 27 3
Additional paid-in capital 157,416 157,416 19,012
Reserves 25,514 25,514 3,081
Retained earnings 54,331 57,965 6,562
---------- ---------- ----------
TOTAL SHAREHOLDERS' EQUITY 237,338 240,972 28,664
---------- ---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY 407,318 437,880 49,193
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
<PAGE>
CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Amounts in thousands, except per share data)
<TABLE>
<CAPTION>
Series B
Series A Convertible Series B Additional
Common Preferred Preferred Preferred Paid-in Retained
stock Stock Stock Stock Capital Reserves Earnings Total
RMB RMB RMB RMB RMB RMB RMB RMB
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31,
1997 50 - - 27 157,416 25,514 57,965 240,972
Net loss for the period - - - - - - (3,634) (3,634)
-------- -------- --------- --------- --------- -------- -------- -------
Balance at June 30,
1998 50 - - 27 157,416 25,514 54,331 237,338
======== ======== ========= ========= ========= ======== ======== =======
</TABLE>
5
<PAGE>
CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(Amounts in thousands)
<TABLE>
<CAPTION>
Six months ended June 30,
-------------------------
1998 1997 1998
---- ---- ----
RMB RMB US$
(unaudited)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES::
Net (loss)/income (3,634) 10,115 (439)
Adjustments to reconcile net income to
net cash provided by operating activities:
Minority interests 1,938 11,598 234
Depreciation and amortization 834 844 100
(Gain)/loss on disposal of fixed assets - 405 -
Decrease/(increase) in assets:
Trade receivables 5,032 (16,979) 608
Inventories 40,886 (5,174) 4,938
Other receivables, deposits and prepayments (3,531) (51,590) (426)
Amount due from Farming Bureau 10,184 1,482 1,230
Amounts due from related companies (20,616) (17,159) (2,490)
Increase/(decrease) in liabilities:
Accounts payable (6,410) 52,846 (774)
Amounts due to related companies - 3,963 -
Other payables and accrued liabilities (2,646) (33,215) (320)
Income taxes payable (4,963) 2,767 (599)
---------- ---------- ----------
Net cash provided by/(used in) operating activities 17,074 (40,097) 2,062
---------- ---------- ----------
CASH FLOW PROVIDED BY/(USED IN)
INVESTING ACTIVITIES
Purchase of fixed assets (366) (1,997) (44)
Proceeds from disposal of fixed assets - 3 -
Proceeds from sale of investments - 1,185 -
---------- ---------- ----------
Net cash provided by/(used in) investing activities (366) (809) (44)
---------- ---------- ----------
CASH FLOW PROVIDED BY/(USED IN) FINANCING
ACTIVITIES:
Repayments of loans to shareholders - (4,677) -
---------- ---------- ----------
Net cash provided by/(used in) financing activities - (4,677) -
---------- ---------- ----------
NET INCREASE/(DECREASE) IN CASH AND CASH
EQUIVALENTS 16,708 (45,583) 2,018
Cash and cash equivalent, at beginning of period 124,547 131,006 15,042
---------- ---------- ----------
Cash and cash equivalent, at end of period 141,255 85,423 17,060
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
6
<PAGE>
CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the six months period ended June
30, 1998, are not necessarily indicative of the results that may be
expected for the year ending December 31, 1998.
<TABLE>
<CAPTION>
2. INVENTORIES
June 30, December 31,
1998 1997
RMB RMB
(unaudited) (audited)
<S> <C> <C>
Finished goods 20,906 61,792
====== ======
</TABLE>
<TABLE>
<CAPTION>
3. PROPERTY AND EQUIPMENT, NET
June 30, December 31,
1998 1997
RMB RMB
(unaudited) (audited)
<S> <C> <C>
At cost:
Buildings and leasehold improvements 5,267 5,267
Machinery, equipment and motor vehicles 6,965 6,599
---------- ----------
12,232 11,866
Accumulated depreciation: (5,191) (4,370)
---------- ----------
Net book value 7,041 7,496
========== ==========
</TABLE>
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
OF OPERATION
RESULTS OF OPERATIONS
The following table shows the selected unaudited condensed consolidated
income statements data of the Company and its subsidiaries for the three months
and six months ended June 30, 1998 and 1997. The data should be read in
conjunction with the unaudited Condensed Consolidated Financial Statements of
the Company and related notes thereto.
The discussions below are presented in the Company's primary operating
currency, which is the Renminbi Yuan ("RMB"). For information purposes, the
amounts have been translated into U.S. dollars at an exchange rate of $1.00 =
RMB8.28, which represents the approximate single rate of exchange as quoted by
the People's Bank of China on June 30, 1998. No representation is made that RMB
amounts could have been, or could be, converted into U.S. dollars at that rate
or any other rate.
<TABLE>
<CAPTION>
(Amounts in thousands) Three months ended June 30, Six months ended June 30,
-------------------------- ------------------------
1998 1997 1998 1997
(unaudited) (unaudited) (unaudited) (unaudited)
RMB RMB RMB RMB
<S> <C> <C> <C> <C>
Sales:
Distribution of natural rubber 110,326 353,067 166,762 449,149
Procurement of materials and supplies 9,814 12,002 46,605 25,318
---------- ---------- ---------- ----------
120,140 365,069 213,367 474,467
---------- ---------- ---------- ----------
Gross profit 6,460 16,512 9,363 24,792
Gross profit margin (%) 5.38 4.52 4.39 5.23
(Loss)/income before income taxes 6,148 17,923 (643) 27,866
Income taxes (1,053) (4,027) (1,053) (6,153)
---------- ---------- ---------- ----------
Net (loss)/income 5,095 13,896 (1,696) 21,713
Minority interests (3,254) (7,161) (1,938) (11,598)
---------- ---------- ---------- ----------
Net (loss)/income after minority interests 1,841 6,735 (3,634) 10,115
========== ========== ========== ==========
</TABLE>
NET SALES AND GROSS PROFIT
Total net sales for the second quarter of fiscal 1998 decreased by
approximately RMB245 million (US$29.6 million) or 67.1% to approximately RMB120
million (US$14.5 million), compared to approximately RMB365 million (US$44.1
million) for the corresponding period in 1997. Net sales of natural rubber
declined by approximately RMB243 million (US$29.3 million) or 68.8% to
approximately RMB110 million (US$13.3 million), compared to approximately RMB353
million (US$42.6 million) for the corresponding period in 1997. Net sales
revenue from the procurement of materials and supplies decreased by
approximately RMB2 million (US$242,000) or 18.2% to approximately RMB10 million
(US$1.2 million), compared to approximately RMB12 million (US$1.5 million) for
the corresponding period in 1997.
For the first half of 1998, the Company's total net sales decreased by
approximately RMB261 million (US$31.5 million) or 55.0%. The net sales of
natural rubber decreased by approximately RMB282 million (US$34.1 million) or
62.9% while the net sales of materials and supplies increased by approximately
RMB21 million (US$2.5 million) or 84.1%.
The domestic natural rubber consumption market remained weak for the
first half year of 1998. The decline in natural rubber net sales revenue was
primarily due to the decrease in natural rubber prices. The average natural
rubber price was approximately RMB7,000 (US$845) per ton in the first half year
of 1998 compared with approximately RMB10,900 (US$1,316) per ton for the
corresponding period in 1997. Renminbi Yuan remained relatively strong while
most of the Asian currencies were weakened against the U.S. Dollar during the
first half year of 1998, resulting in intense competition from imported natural
rubber.
8
<PAGE>
Given the adverse impact of the Asian financial crisis on the Chinese
economy, the consumption market for materials and supplies remained weak in
1998. It was the Company's policy to reduce prices to boost sales in the first
quarter of 1998. The price level was back to normal in the second quarter,
resulting in higher gross margin and lower sales in the second quarter of 1998
compared with the corresponding period in 1997.
Overall gross profit decreased by approximately RMB15.4 million
(US$1.9) or 62.2% to RMB9.4 million (US$1.1 million) during the first half year
of 1998 from approximately RMB24.8 million (US$3.0 million) for the
corresponding period in 1997. Gross profit margin also decreased to
approximately 4.39% for the first half year of 1998 from 5.23% for the
corresponding period in 1997. The decline in gross profit margin was primarily
due to the margin squeeze on natural rubber sales as a result of competition
from imported natural rubber.
SELLING AND ADMINISTRATION EXPENSES
Selling and administration expenses for the first half of fiscal 1998
were RMB15.5 million (US$1.87 million) which were comparable to RMB15.7 million
(US$1.90 million) for the corresponding period in 1997.
FINANCIAL INCOME, NET
Net financial income increased by RMB3.8 million (US$459,000) or 432%
to RMB4.7 million (US$568,000) for the first half of fiscal 1998 compared to
RMB890,000 (US$107,000) for the corresponding period in 1997. The significant
increase was due to the fact that the Company had more cash deposits with the
financial institutions after the recovery of debts from several large customers
in the second quarter of 1998.
OTHER INCOME, NET
Other income decreased significantly by approximately RMB17.1 million
(US$2.1 million) or 91% from RMB18.7 million (US$2.3 million) for the first half
of fiscal 1997 to RMB1.6 million (US$193,000) for the corresponding period in
1998. The decrease was primarily due to less income from the trading of rubber
futures contracts during the first half of fiscal 1998.
MINORITY INTERESTS
Pursuant to an Agreement for the Sale and Purchase of Share in HARC
dated April 30, 1998 between Guilinyang Farm and the Company, the Company
purchased 5,000,000 shares, representing 5% of the total issued and outstanding
share capital of HARC, from Guilinyang Farm for consideration of RMB7 million
(US$845,000). After the said purchase, the Company's effective interest in HARC
became 61%. Minority interests after the said purchase represent a 39% interest
in HARC held by the Farming Bureau compare with 44% before the said purchase.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary liquidity needs are to fund inventories and trade
receivables and, to a lesser extent, to expand business operations. The Company
has financed its working capital requirements primarily through internally
generated cash.
The Company has a working capital surplus of approximately RMB210
million (US$25.4 million) as of June 30, 1998, compared to that of approximately
RMB218 million (US$26.3 million) as of December 31, 1997. Net cash provided by
operating activities for the six months ended June 30, 1998 was approximately
RMB17.1 million (US$2.1 million) as compared to net cash used in operating
activities of approximately RMB40.1 million (US$4.8 million) for the
corresponding period in 1997. Net cash flows from the Company's operating
activities are attributable to the Company's income and changes in operating
assets and liabilities.
There has been no other significant change in financial condition and
liquidity since the fiscal year ended December 31, 1997. The Company believes
that internally generated funds will be sufficient to satisfy its anticipated
working capital needs for at least the next twelve months.
9
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS:
NONE
ITEM 2. CHANGES IN SECURITIES:
NONE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES:
NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
NONE
ITEM 5. OTHER INFORMATION
NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following Exhibits are filed as part of this Form 10-Q or
incorporated by reference as indicated below:
Exhibit No. Exhibit Description
---------- -------------------
3.1 Articles of Incorporation of the Registrant, filed on January
15, 1986 (Filed with Annual Report on Form 10-K/A for the
fiscal year ended December 31, 1994, and incorporated herein
by reference.)
3.2 By-laws of the Registrant (Filed with Annual Report on Form
10-K/A for the fiscal year ended December 31, 1994, and
incorporated herein by reference.)
3.3 Certificate of Amendment of Articles of Incorporation of the
Registrant, filed on November 18, 1994 (Filed with Annual
Report on Form 10-K/A for the fiscal year ended December 31,
1994, and incorporated herein by reference.)
3.4 Certificate of Amendment of Articles of Incorporation of the
Registrant, filed on November 18, 1994 (Filed with Annual
Report on Form 10-K/A for the fiscal year ended December 31,
1994, and incorporated herein by reference.)
3.5 Certificate of Amendment of Articles of Incorporation of the
Registrant, effective March 31, 1995, and filed on June 19,
1995 (Filed with Quarterly Report on Form 10-Q/A for the
fiscal quarter ended March 31, 1995, and with Current Report
on Form 8-K dated June 19, 1995, and incorporated herein by
reference.)
3.6 Certificate of Amendment of Articles of Incorporation of the
Registrant, effective December 30, 1996 (Filed with Annual
Report on Form 10-K/A for the fiscal year ended December 31,
1996, and incorporated herein by reference.)
3.7 Amended and Restated By-laws of the Registrant, as amended on
December 30, 1996 (Filed with Annual Report on Form 10-K/A for
the fiscal year ended December 31, 1996, and incorporated
herein by reference.)
10
<PAGE>
4.1 Certificate of Designation of Series B Convertible Preferred
Stock, filed on December 13, 1995 (Filed with Current Report
on Form 8-K dated March 8, 1996, and incorporated herein by
reference.)
4.2 Certificate of Amendment of Certificate of Designation of
Series B Convertible Preferred Stock, effective December 31,
1997 (Filed with Annual Report on Form 10-K/A for the fiscal
year ended December 31, 1996, and incorporated herein by
reference.)
10.1 Assignment Agreement dated January 21, 1994, by and between
Hong Wah (Holdings) Limited and Billion Luck Company Ltd.
(Filed with Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1994, and incorporated herein by
reference.)
10.2 Contract on Investment for the Setting up of Hainan
Agricultural Resources Company Ltd. dated January 31, 1994, by
and among Hainan Province Agricultural Reclamation General
Company (the Farming Bureau), Hainan Province Guilinyang State
Farm, and Billion Luck Company Ltd. (Original Chinese version
with English translation filed with Annual Report on Form
10-K/A for the fiscal year ended December 31, 1994, and
incorporated herein by reference.)
10.3 Loan Agreement dated May 10, 1994, by and among Everbright
Finance & Investment Co. Limited, Worlder International
Company Limited, Hong Wah Investment Holdings Limited,
Silverich Limited, Brender Services Limited, and Billion Luck
Company Ltd. (Filed with Annual Report on Form 10-K/A for the
fiscal year ended December 31, 1994, and incorporated herein
by reference.)
10.4 Credit Agreement dated June 1, 1994, by and among Everbright
Finance & Investment Co. Limited, Worlder International
Company Limited, Hong Wah Investment Holdings Limited and
Billion Luck Company Ltd. (Filed with Annual Report on Form
10-K/A for the fiscal year ended December 31, 1994, and
incorporated herein by reference.)
10.5 Contract on the Transfer of Share Ownership of Hainan Zhongya
Aluminum Co., Ltd. dated July 11, 1994, by and between Hainan
Province Guilinyang State Farm and Hainan Agricultural
Resources Co., Ltd. (Filed with Annual Report on Form 10-K/A
for the fiscal year ended December 31, 1994, and incorporated
herein by reference.)
10.6 Letter Agreement dated August 8, 1994, by and among Everbright
Finance & Investment Co. Limited, Worlder International
Company Limited, Hong Wah Investment Holdings Limited and
Billion Luck Company Ltd., supplementing Credit Agreement
dated June 1, 1994 (Filed with Annual Report on Form 10-K/A
for the fiscal year ended December 31, 1994, and incorporated
herein by reference.)
10.7 Letter Agreement dated October 24, 1994, by and among
Everbright Finance & Investment Co. Limited, Worlder
International Company Limited, and Billion Luck Company Ltd.
(Filed with Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1994, and incorporated herein by
reference.)
10.8 Acquisition Agreement, by and among the Registrant and the
shareholders of Billion Luck Company Ltd. (Filed with Annual
Report on Form 10-K/A for the fiscal year ended December 31,
1994, and incorporated herein by reference.)
10.9 Agreement on Service and Cooperation dated November 5, 1994,
by and between Hainan Province Agricultural Reclamation
General Company (the Farming Bureau) and Hainan Agricultural
Resources Company Ltd. (Original Chinese version with English
translation filed with Annual Report on Form 10-K/A for the
fiscal year ended December 31, 1994, and incorporated herein
by reference.)
<PAGE>
10.10 Land Use Agreement dated November 5, 1994, by and between
Hainan Province Agricultural Reclamation No. 1 Materials
Supply & Sales Company (First Supply) and Hainan Province
Agricultural Reclamation Jin Long Materials General Company
11
<PAGE>
(Original Chinese version with certified English translation
filed with Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1994, and incorporated herein by
reference.)
10.11 Land Use Agreement dated November 5, 1994, by and between
Hainan Province Agricultural Reclamation No. 2 Materials
Supply & Sales Company (Second Supply) and Hainan Province
Agricultural Reclamation Jin Huan Materials General Company
(Original Chinese version with certified English translation
filed with Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1994, and incorporated herein by
reference.)
10.12 Long-Term Sale and Purchase Agreement dated November 5, 1994,
by and among Hainan Province Agricultural Reclamation General
Company (the Farming Bureau), Hainan Agricultural Resources
Company Ltd., Hainan Province Agricultural Reclamation No. 1
Materials Supply & Marketing Company (First Supply), and
Hainan Province Agricultural Reclamation No. 2 Materials
Supply & Marketing Company (Second Supply) (Original Chinese
version with English translation filed with Annual Report on
Form 10-K/A for the fiscal year ended December 31, 1994, and
incorporated herein by reference.)
10.13 Agreement on Assignment of Accounts Receivable dated November
5, 1994, by and among Hainan Province Agricultural Reclamation
General Company (the Farming Bureau), Billion Luck Company
Ltd., Hainan Province Guilinyang State Farm, Hainan
Agricultural Resources Company Ltd., Hainan Province
Agricultural Reclamation No. 1 Materials Supply & Marketing
Company (First Supply), and Hainan Province Agricultural
Reclamation No. 2 Materials Supply & Marketing Company (Second
Supply) (Original Chinese version with English translation
filed with Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1994, and incorporated herein by
reference.)
10.14 Rental Agreement, by and between General Bureau of Hainan
State Farms (the Farming Bureau) and Hainan Agricultural
Resources Company Limited (Original Chinese version with
English Translation filed with Annual Report on Form 10-K/A
for the fiscal year ended December 31, 1994, and incorporated
herein by reference.)
10.15 Guaranty Agreement, by and among Hainan Province Agricultural
Reclamation General Company (the Farming Bureau), Hainan
Agricultural Reclamation No. 1 Materials Supply & Sales
Company (First Supply) and Hainan Agricultural Reclamation No.
2 Materials Supply & Sales Company (Second Supply) (Original
Chinese version with certified English Translation filed with
Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1994, and incorporated herein by reference.)
10.16 Financial Consulting Agreement dated February 1, 1994, by and
between Brender Services Limited and Billion Luck Company
Ltd., and Extension Agreement dated November 1, 1994, by and
between Brender Services Limited and Billion Luck Company Ltd.
(Filed with Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1994, and incorporated herein by
reference.)
10.17 Exchange Agreement, by and among the Registrant, Hong Wah
Investment Holdings Limited, Everbright Finance & Investment
Co. Ltd., Worlder International Company Limited and Silverich
Limited, executed as of March 31, 1995 (Filed with Quarterly
Report on Form 10-Q/A for the fiscal quarter ended March 31,
1995, and incorporated herein by reference.)
10.18 China Resources Development, Inc., 1995 Stock Option Plan,
adopted as of March 31, 1995 (Filed with Quarterly Report on
Form 10-Q/A for the fiscal quarter ended March 31, 1995, and
the Current Report on Form 8-K dated June 19, 1995, and
incorporated herein by reference.)
12
<PAGE>
10.19 Consulting Agreement between the Registrant and Brender
Services Limited, dated April 30, 1995 (Filed with Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30,
1995, and incorporated herein by reference.)
10.20 Letter dated June 1, 1995, extending the repayment date to
December 31, 1995, for loans extended to Billion Luck by
Everbright Finance & Investment Co. Limited, Worlder
International Company Limited and Hong Wah Investment Holdings
Limited, pursuant to Credit Agreement dated June 1, 1994
(Filed with Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1995, and incorporated herein by
reference.)
10.21 Agreement on Administrative Expenses Apportionment between
First Supply and Jin Ling Corporation, dated March 15, 1995
(Original Chinese version with English translation filed with
Annual Report on Form 10-K for the fiscal year ended December
31, 1995, and incorporated herein by reference.)
10.22 Agreement on Administrative Expenses Apportionment between
Second Supply and Jin Huan Corporation, dated March 15, 1995
(Original Chinese version with English translation filed with
Annual Report on Form 10-K for the fiscal year ended December
31, 1995, and incorporated herein by reference.)
10.23 Agreement on Rubber Purchase Deposits among HARC, First
Supply, Second Supply and the Farming Bureau, dated March 30,
1995 (Original Chinese version with English translation filed
with Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, and incorporated herein by reference.)
10.24 Employment Agreement between Billion Luck and Han Jian Zhun,
dated August 1, 1995 (Filed with Annual Report on Form 10-K
for the fiscal year ended December 31, 1995, and incorporated
herein by reference.)
10.25 Employment Agreement between Billion Luck and Li Fei Lie,
dated August 1, 1995 (Filed with Annual Report on Form 10-K
for the fiscal year ended December 31, 1995, and incorporated
herein by reference.)
10.26 Contract on Investment in the Xilian Timber Mill between HARC
and the State-Run Xilian Farm of Hainan Province dated July 7,
1994, and Supplementary Agreement dated December 24, 1994
(Original Chinese version with English translation filed with
Annual Report on Form 10-K for the fiscal year ended December
31, 1995, and incorporated herein by reference.)
10.27 Exchange Agreement, by and between the Registrant and
Everbright Finance & Investment Co. Limited, dated July 22,
1996 (Filed with Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1996, and incorporated herein by
reference.)
10.28 Loan Agreement between HARC and the Farming Bureau, dated
March 25, 1996, and the supplementary agreement dated December
31, 1996 (Certified English translation of original Chinese
version filed with Annual Report on Form 10-K/A for the fiscal
year ended December 31, 1996,and incorporated herein by
reference.)
10.29 Loan Agreement between HARC and the Registrant, dated March
25, 1996 (Certified English translation of original Chinese
version filed with Annual Report on Form 10-K/A for the fiscal
year ended December 31, 1996, and incorporated herein by
reference.)
10.30 Rental Agreement between HARC and the Hainan Farming Bureau
Testing Center, dated August 9, 1996 (Certified English
translation of original Chinese version filed with Annual
Report on Form 10-K/A for the fiscal year ended December 31,
1996, and incorporated herein by reference.)
13
<PAGE>
10.31 Shareholders' Agreement on Business Restructuring among the
Farming Bureau, Guilinyang Farm and Billion Luck, dated as of
October 1, 1996 (Certified English translation of original
Chinese version filed with Annual Report on Form 10-K/A for
the fiscal year ended December 31, 1996, and incorporated
herein by reference.)
10.32 Assets and Staff Transfer Agreement among the Farming Bureau,
HARC, First Supply and Second Supply, dated as of October 1,
1996 (Certified English translation of original Chinese
version filed with Annual Report on Form 10-K/A for the fiscal
year ended December 31, 1996, and incorporated herein by
reference.)
10.33 Exchange Agreement, by and between the Registrant and
Everbright Finance & Investment Co. Limited, dated December
31, 1996 (Filed with Annual Report on Form 10-K/A for the
fiscal year ended December 31, 1996, and incorporated herein
by reference.)
10.34 China Resources Development, Inc., Amended and Restated 1995
Stock Option Plan, as amended on December 30, 1996 (Filed with
Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1996, and incorporated herein by reference.)
10.35 Agency Agreement on Natural Rubber Distribution between Hainan
General Bureau Jin Huan Materials Supply General Company and
HARC, dated January 2, 1997 (Certified English translation of
original Chinese version filed with Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 1997, and
incorporated herein by reference.)
10.36 Advertising and Media Agreement by and between the Registrant
and Marketing Direct Concepts, Inc., dated April 1, 1997
(Filed with Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1997, and incorporated herein by
reference.)
10.37 Financial Consulting Agreement by and between the Registrant
and Integrated Capital Development Group, Inc., dated May 1,
1997 (Filed with Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1997, and incorporated herein by
reference.)
10.38 Consulting Agreement between the Registrant and Brender
Services Limited, dated April 30, 1997 (Filed with Annual
Report on Form 10-K for the fiscal year ended December 31,
1997 and incorporated herein by reference.)
10.39 Stock Purchase Agreement, by and between HARC and Guilinyang
Farm, dated December 29, 1997. (Filed with Annual Report on
Form 10-K for the fiscal year ended December 31, 1997 and
incorporated herein by reference.)
10.40 Agreement for the Sale and Purchase of Share in Hainan Zhongya
Aluminum Company Ltd., dated December 29, 1997, by and between
First Supply and Guilinyang Farm. (Filed with Annual Report on
Form 10-K for the fiscal year ended December 31, 1997 and
incorporated herein by reference.)
10.41 Agreement for the Sale and Purchase of Share in Hainan
Zhongwei Agricultural Resources Company Ltd., dated April 30,
1998, by and between Guilinyang Farm and the Company.
(Certified English translation of original Chinese version
filed herewith.)
11 Computation of Earnings/(Loss) Per Share (Contained in
Financial Statements in Part I, Item I hereof.)
27.1 Financial Data Schedule (Filed herewith. For SEC use only.)
(b) During the three months ended June 30, 1998, the Company filed
no current Reports on Form 8-K.
14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CHINA RESOURCES DEVELOPMENT, INC.
August 7, 1998 By:/s/ Li Shunxing
-------------------------------------
Li Shunxing, President
By:/s/Tam Cheuk Ho
-------------------------------------
Tam Cheuk Ho, Chief Financial Officer
15
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit Description
---------- -------------------
3.1 Articles of Incorporation of the Registrant, filed on January
15, 1986 (Filed with Annual Report on Form 10-K/A for the
fiscal year ended December 31, 1994, and incorporated herein
by reference.)
3.2 By-laws of the Registrant (Filed with Annual Report on Form
10-K/A for the fiscal year ended December 31, 1994, and
incorporated herein by reference.)
3.3 Certificate of Amendment of Articles of Incorporation of the
Registrant, filed on November 18, 1994 (Filed with Annual
Report on Form 10-K/A for the fiscal year ended December 31,
1994, and incorporated herein by reference.)
3.4 Certificate of Amendment of Articles of Incorporation of the
Registrant, filed on November 18, 1994 (Filed with Annual
Report on Form 10-K/A for the fiscal year ended December 31,
1994, and incorporated herein by reference.)
3.5 Certificate of Amendment of Articles of Incorporation of the
Registrant, effective March 31, 1995, and filed on June 19,
1995 (Filed with Quarterly Report on Form 10-Q/A for the
fiscal quarter ended March 31, 1995, and with Current Report
on Form 8-K dated June 19, 1995, and incorporated herein by
reference.)
3.6 Certificate of Amendment of Articles of Incorporation of the
Registrant, effective December 30, 1996 (Filed with Annual
Report on Form 10-K/A for the fiscal year ended December 31,
1996, and incorporated herein by reference.)
3.7 Amended and Restated By-laws of the Registrant, as amended on
December 30, 1996 (Filed with Annual Report on Form 10-K/A for
the fiscal year ended December 31, 1996, and incorporated
herein by reference.)
4.1 Certificate of Designation of Series B Convertible Preferred
Stock, filed on December 13, 1995 (Filed with Current Report
on Form 8-K dated March 8, 1996, and incorporated herein by
reference.)
4.2 Certificate of Amendment of Certificate of Designation of
Series B Convertible Preferred Stock, effective December 31,
1997 (Filed with Annual Report on Form 10-K/A for the fiscal
year ended December 31, 1996, and incorporated herein by
reference.)
10.1 Assignment Agreement dated January 21, 1994, by and between
Hong Wah (Holdings) Limited and Billion Luck Company Ltd.
(Filed with Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1994, and incorporated herein by
reference.)
10.2 Contract on Investment for the Setting up of Hainan
Agricultural Resources Company Ltd. dated January 31, 1994, by
and among Hainan Province Agricultural Reclamation General
Company (the Farming Bureau), Hainan Province Guilinyang State
Farm, and Billion Luck Company Ltd. (Original Chinese version
with English translation filed with Annual Report on Form
10-K/A for the fiscal year ended December 31, 1994, and
incorporated herein by reference.)
10.3 Loan Agreement dated May 10, 1994, by and among Everbright
Finance & Investment Co. Limited, Worlder International
Company Limited, Hong Wah Investment Holdings Limited,
Silverich Limited, Brender Services Limited, and Billion Luck
Company Ltd. (Filed with Annual Report on Form 10-K/A for the
fiscal year ended December 31, 1994, and incorporated herein
by reference.)
16
<PAGE>
10.4 Credit Agreement dated June 1, 1994, by and among Everbright
Finance & Investment Co. Limited, Worlder International
Company Limited, Hong Wah Investment Holdings Limited and
Billion Luck Company Ltd. (Filed with Annual Report on Form
10-K/A for the fiscal year ended December 31, 1994, and
incorporated herein by reference.)
10.5 Contract on the Transfer of Share Ownership of Hainan Zhongya
Aluminum Co., Ltd. dated July 11, 1994, by and between Hainan
Province Guilinyang State Farm and Hainan Agricultural
Resources Co., Ltd. (Filed with Annual Report on Form 10-K/A
for the fiscal year ended December 31, 1994, and incorporated
herein by reference.)
10.6 Letter Agreement dated August 8, 1994, by and among Everbright
Finance & Investment Co. Limited, Worlder International
Company Limited, Hong Wah Investment Holdings Limited and
Billion Luck Company Ltd., supplementing Credit Agreement
dated June 1, 1994 (Filed with Annual Report on Form 10-K/A
for the fiscal year ended December 31, 1994, and incorporated
herein by reference.)
10.7 Letter Agreement dated October 24, 1994, by and among
Everbright Finance & Investment Co. Limited, Worlder
International Company Limited, and Billion Luck Company Ltd.
(Filed with Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1994, and incorporated herein by
reference.)
10.8 Acquisition Agreement, by and among the Registrant and the
shareholders of Billion Luck Company Ltd. (Filed with Annual
Report on Form 10-K/A for the fiscal year ended December 31,
1994, and incorporated herein by reference.)
10.9 Agreement on Service and Cooperation dated November 5, 1994,
by and between Hainan Province Agricultural Reclamation
General Company (the Farming Bureau) and Hainan Agricultural
Resources Company Ltd. (Original Chinese version with English
translation filed with Annual Report on Form 10-K/A for the
fiscal year ended December 31, 1994, and incorporated herein
by reference.)
10.10 Land Use Agreement dated November 5, 1994, by and between
Hainan Province Agricultural Reclamation No. 1 Materials
Supply & Sales Company (First Supply) and Hainan Province
Agricultural Reclamation Jin Long Materials General Company
(Original Chinese version with certified English translation
filed with Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1994, and incorporated herein by
reference.)
10.11 Land Use Agreement dated November 5, 1994, by and between
Hainan Province Agricultural Reclamation No. 2 Materials
Supply & Sales Company (Second Supply) and Hainan Province
Agricultural Reclamation Jin Huan Materials General Company
(Original Chinese version with certified English translation
filed with Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1994, and incorporated herein by
reference.)
10.12 Long-Term Sale and Purchase Agreement dated November 5, 1994,
by and among Hainan Province Agricultural Reclamation General
Company (the Farming Bureau), Hainan Agricultural Resources
Company Ltd., Hainan Province Agricultural Reclamation No. 1
Materials Supply & Marketing Company (First Supply), and
Hainan Province Agricultural Reclamation No. 2 Materials
Supply & Marketing Company (Second Supply) (Original Chinese
version with English translation filed with Annual Report on
Form 10-K/A for the fiscal year ended December 31, 1994, and
incorporated herein by reference.)
<PAGE>
10.13 Agreement on Assignment of Accounts Receivable dated November
5, 1994, by and among Hainan Province Agricultural Reclamation
General Company (the Farming Bureau), Billion Luck Company
Ltd., Hainan Province Guilinyang State Farm, Hainan
Agricultural Resources Company Ltd., Hainan Province
Agricultural Reclamation No. 1 Materials Supply & Marketing
Company (First Supply), and Hainan Province Agricultural
Reclamation No. 2 Materials Supply & Marketing Company (Second
17
<PAGE>
Supply) (Original Chinese version with English translation
filed with Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1994, and incorporated herein by
reference.)
10.14 Rental Agreement, by and between General Bureau of Hainan
State Farms (the Farming Bureau) and Hainan Agricultural
Resources Company Limited (Original Chinese version with
English Translation filed with Annual Report on Form 10-K/A
for the fiscal year ended December 31, 1994, and incorporated
herein by reference.)
10.15 Guaranty Agreement, by and among Hainan Province Agricultural
Reclamation General Company (the Farming Bureau), Hainan
Agricultural Reclamation No. 1 Materials Supply & Sales
Company (First Supply) and Hainan Agricultural Reclamation No.
2 Materials Supply & Sales Company (Second Supply) (Original
Chinese version with certified English Translation filed with
Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1994, and incorporated herein by reference.)
10.16 Financial Consulting Agreement dated February 1, 1994, by and
between Brender Services Limited and Billion Luck Company
Ltd., and Extension Agreement dated November 1, 1994, by and
between Brender Services Limited and Billion Luck Company Ltd.
(Filed with Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1994, and incorporated herein by
reference.)
10.17 Exchange Agreement, by and among the Registrant, Hong Wah
Investment Holdings Limited, Everbright Finance & Investment
Co. Ltd., Worlder International Company Limited and Silverich
Limited, executed as of March 31, 1995 (Filed with Quarterly
Report on Form 10-Q/A for the fiscal quarter ended March 31,
1995, and incorporated herein by reference.)
10.18 China Resources Development, Inc., 1995 Stock Option Plan,
adopted as of March 31, 1995 (Filed with Quarterly Report on
Form 10-Q/A for the fiscal quarter ended March 31, 1995, and
the Current Report on Form 8-K dated June 19, 1995, and
incorporated herein by reference.)
10.19 Consulting Agreement between the Registrant and Brender
Services Limited, dated April 30, 1995 (Filed with Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30,
1995, and incorporated herein by reference.)
10.20 Letter dated June 1, 1995, extending the repayment date to
December 31, 1995, for loans extended to Billion Luck by
Everbright Finance & Investment Co. Limited, Worlder
International Company Limited and Hong Wah Investment Holdings
Limited, pursuant to Credit Agreement dated June 1, 1994
(Filed with Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1995, and incorporated herein by
reference.)
10.21 Agreement on Administrative Expenses Apportionment between
First Supply and Jin Ling Corporation, dated March 15, 1995
(Original Chinese version with English translation filed with
Annual Report on Form 10-K for the fiscal year ended December
31, 1995, and incorporated herein by reference.)
10.22 Agreement on Administrative Expenses Apportionment between
Second Supply and Jin Huan Corporation, dated March 15, 1995
(Original Chinese version with English translation filed with
Annual Report on Form 10-K for the fiscal year ended December
31, 1995, and incorporated herein by reference.)
10.23 Agreement on Rubber Purchase Deposits among HARC, First
Supply, Second Supply and the Farming Bureau, dated March 30,
1995 (Original Chinese version with English translation filed
with Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, and incorporated herein by reference.)
18
<PAGE>
10.24 Employment Agreement between Billion Luck and Han Jian Zhun,
dated August 1, 1995 (Filed with Annual Report on Form 10-K
for the fiscal year ended December 31, 1995, and incorporated
herein by reference.)
10.25 Employment Agreement between Billion Luck and Li Fei Lie,
dated August 1, 1995 (Filed with Annual Report on Form 10-K
for the fiscal year ended December 31, 1995, and incorporated
herein by reference.)
10.26 Contract on Investment in the Xilian Timber Mill between HARC
and the State-Run Xilian Farm of Hainan Province dated July 7,
1994, and Supplementary Agreement dated December 24, 1994
(Original Chinese version with English translation filed with
Annual Report on Form 10-K for the fiscal year ended December
31, 1995, and incorporated herein by reference.)
10.27 Exchange Agreement, by and between the Registrant and
Everbright Finance & Investment Co. Limited, dated July 22,
1996 (Filed with Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1996, and incorporated herein by
reference.)
10.28 Loan Agreement between HARC and the Farming Bureau, dated
March 25, 1996, and the supplementary agreement dated December
31, 1996 (Certified English translation of original Chinese
version filed with Annual Report on Form 10-K/A for the fiscal
year ended December 31, 1996,and incorporated herein by
reference.)
10.29 Loan Agreement between HARC and the Registrant, dated March
25, 1996 (Certified English translation of original Chinese
version filed with Annual Report on Form 10-K/A for the fiscal
year ended December 31, 1996, and incorporated herein by
reference.)
10.30 Rental Agreement between HARC and the Hainan Farming Bureau
Testing Center, dated August 9, 1996 (Certified English
translation of original Chinese version filed with Annual
Report on Form 10-K/A for the fiscal year ended December 31,
1996, and incorporated herein by reference.)
10.31 Shareholders' Agreement on Business Restructuring among the
Farming Bureau, Guilinyang Farm and Billion Luck, dated as of
October 1, 1996 (Certified English translation of original
Chinese version filed with Annual Report on Form 10-K/A for
the fiscal year ended December 31, 1996, and incorporated
herein by reference.)
10.32 Assets and Staff Transfer Agreement among the Farming Bureau,
HARC, First Supply and Second Supply, dated as of October 1,
1996 (Certified English translation of original Chinese
version filed with Annual Report on Form 10-K/A for the fiscal
year ended December 31, 1996, and incorporated herein by
reference.)
10.33 Exchange Agreement, by and between the Registrant and
Everbright Finance & Investment Co. Limited, dated December
31, 1996 (Filed with Annual Report on Form 10-K/A for the
fiscal year ended December 31, 1996, and incorporated herein
by reference.)
10.34 China Resources Development, Inc., Amended and Restated 1995
Stock Option Plan, as amended on December 30, 1996 (Filed with
Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1996, and incorporated herein by reference.)
10.35 Agency Agreement on Natural Rubber Distribution between Hainan
General Bureau Jin Huan Materials Supply General Company and
HARC, dated January 2, 1997 (Certified English translation of
original Chinese version filed with Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 1997, and
incorporated herein by reference.)
19
<PAGE>
10.36 Advertising and Media Agreement by and between the Registrant
and Marketing Direct Concepts, Inc., dated April 1, 1997
(Filed with Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1997, and incorporated herein by
reference.)
10.37 Financial Consulting Agreement by and between the Registrant
and Integrated Capital Development Group, Inc., dated May 1,
1997 (Filed with Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1997, and incorporated herein by
reference.)
10.38 Consulting Agreement between the Registrant and Brender
Services Limited, dated April 30, 1997 (Filed with Annual
Report on Form 10-K for the fiscal year ended December 31,
1997 and incorporated herein by reference.)
10.39 Stock Purchase Agreement, by and between HARC and Guilinyang
Farm, dated December 29, 1997. (Filed with Annual Report on
Form 10-K for the fiscal year ended December 31, 1997 and
incorporated herein by reference.)
10.40 Agreement for the Sale and Purchase of Share in Hainan Zhongya
Aluminum Company Ltd., dated December 29, 1997, by and between
First Supply and Guilinyang Farm. (Filed with Annual Report on
Form 10-K for the fiscal year ended December 31, 1997 and
incorporated herein by reference.)
10.41 Agreement for the Sale and Purchase of Share in Hainan
Zhongwei Agricultural Resources Company Ltd., dated April 30,
1998, by and between Guilinyang Farm and the Company.
(Certified English translation of original Chinese version
filed herewith.)
11 Computation of Earnings/(Loss) Per Share (Contained in
Financial Statements in Part I, Item I hereof.)
27.1 Financial Data Schedule (Filed herewith. For SEC use only.)
20
EXHIBIT 10.41
Agreement for the Sale and Purchase of Share in Hainan
Zhongwei Agricultural Resources Co., Ltd., dated April 30,
1998 (Certified English translation of original Chinese version)
The undersigned officer of China Resources Development, Inc., hereby represents
that the following is a fair and accurate English translation of the original
Chinese version of the Agreement for the Sale and Purchase of Share in Hainan
Zhongwei Agricultural Resources Co., Ltd., between Guilinyang Farm and the
Company, dated April 30, 1998.
/s/ Wong Wah On
----------------------------------
Wong Wah On, Financial Controller
<PAGE>
AGREEMENT FOR THE SALE AND PURCHASE OF SHARE IN HAINAN ZHONGWEI
AGRICULTURAL RESOURCES CO.,LTD.
This Agreement is made and entered into by and between:
(1) Hainan Guilinyang State Farm (the "Seller") with its registered office
situated at Lingshan, Qiongshan City, Hainan Province 571100 with Mr. Lin
Shiluan as its legal representative; and
(2) China Resources Development, Inc. (the "Purchaser") with its registered
office situated at 36/F., Far east Finance Center, 10 Harcourt Road, Admiralty,
Hong Kong with Mr. Zhang Yibing as its legal representative.
WHEREAS the Seller owns 5,000,000 shares, representing 5% of the total issued
and outstanding share capital of Hainan Zhongwei Agricultural Resources Company
Ltd. (the "Company") and desires to sell and the Purchaser desires to purchase
all of such share capital.
NOW IT IS HEREBY AGREED AS FOLLOWS:-
ARTICLE I SALE AND PURCHASE
Upon and subject to the terms and conditions of this Agreement, the
Seller shall sell and the Purchaser shall purchase 5,000,000 shares (the "Sale
Shares") held by the Seller with all rights attached thereto as from the
Effective Date of this Agreement.
ARTICLE II PURCHASE PRICE
The consideration for the sale and purchase of the Sale Shares shall be
Renminbi Yuan Seven Million (RMB7,000,000) (the "Purchase Price") and shall be
payable within one month upon the execution of this Agreement.
ARTICLE III COMPLETION OF TRANSFER
Completion shall take place at the headquarters of the Company, except
otherwise agreed by all parties concerned, of the following business shall be
transacted:-
(a) The Seller shall deliver or procure the delivery to the Purchaser
of :-
(i) the share certificate(s) for the Sale Shares ; and
(ii) the written resignation of all the directors nominated or
recommended by the Seller.
(b) The Seller shall procure that a board meeting of the Company shall
be held at which:-
(i) such person as the Purchaser may nominate shall be
appointed as director;
(ii) there shall be submitted and accepted the resignation of
the directors referred to in Article 3(a) (ii); and
(iii) The transfer of the sale Shares shall be approved for
registration in shareholder book of the Company.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller hereby represents and warrants to the Purchaser as follows:
<PAGE>
4.1 The Seller is a legal person duly organized and validly existing under the
laws of the People's Republic of China. The Seller has full corporate power and
authority to execute and deliver this Contract and to perform its obligations
hereunder.
4.2 The execution and delivery by the Seller of this Agreement and the
performance by the Seller of its obligations hereunder, has been duly and
validly authorized. This Agreement has been duly and validly executed and
delivered by the seller and constitutes a legal, valid and binding obligation of
the Seller enforceable against the Seller in accordance with its terms.
4.3 The Sale Shares are duly authorized, validly issued, outstanding, fully paid
and nonassessable. The Seller owns the Shares free and clear of all liens,
security interests, pledges or encumbrances of any kind.
4.4 The execution and deliver by the Seller of this Agreement do not and the
performance by the Seller of its obligations under this Agreement will not:
(a) conflict with or result in a violation or breach of any of the
certificate or articles of association or other comparable corporate charter
documents of the Seller or the Company;
(b) conflict with or result in a violation, default or breach, as
applicable, of any law, rule, regulation, order, writ, judgment, injunction,
decree, determination or award or contract or agreement applicable to the Seller
or the Company or any of their respective assets and properties.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants to the Purchaser as follows:
5.1 The Purchaser is a legal person duly organized, validly existing and in good
standing under the laws of the State of Nevada, United States of America. The
Seller has full corporate power and authority to execute and deliver this
Contract and to perform its obligations hereunder.
5.2 The execution and delivery by the Purchaser of this Agreement and the
performance by the Purchaser of its obligations hereunder, has been duly and
validly authorized. This Agreement has been duly and validly executed and
delivered by the Purchaser and constitutes a legal, valid and binding obligation
of the Purchaser enforceable against the Purchaser in accordance with its terms.
5.3 The execution and deliver by the Purchaser of this Agreement do not and the
performance by the Purchaser of its obligations under this Agreement will not:
(a) conflict with or result in a violation or breach of any of the
certificate or articles of incorporation or other comparable corporate charter
documents of the Purchaser or the Company;
(b) conflict with or result in a violation, default or breach, as
applicable, of any law, rule, regulation, order, writ, judgment, injunction,
decree, determination or award or contract or agreement applicable to the
Purchaser or the Company or any of their respective assets and properties.
ARTICLE VI
EFFECTIVENESS OF THE AGREEMENT
6.1 This Agreement shall be become binding and effective upon execution by both
the Seller and the Purchaser.
6.2 The Purchaser shall be entitled to the ownership of the Shares and enjoy
rights and interests and undertake obligations and liabilities as a shareholder
of the Company on the Effective Date of this Agreement.
<PAGE>
ARTICLE VII
CONTINUING PERFORMANCE
7.1 The Seller and the Purchaser shall each execute and perform and cause or
procure to execute and perform all such other documents, acts and things as may
be required by or incidental to the preparation, execution, completion and
performance of this Agreement and the documents and transactions contemplated
hereby.
7.2 All provisions hereof shall, so far as they remain capable of being
performed or observed, continue in full force and effect notwithstanding
completion of registration of transfer of Sale Shares.
ARTICLE VIII
LAW AND JURISDICTION
8.1 This Agreement is governed by and shall be construed in accordance with the
laws of the People's Republic of China.
8.2 The parties irrevocably submit to the exclusive jurisdiction of the courts
of the People's Republic of China.
ARTICLE IX
MISCELLANEOUS
9.1 This Agreement supersedes all prior discussion and agreements between the
parties hereto with respect to the subject matter hereof and contain the sole
and entire agreement between the parties hereto with respect to the subject
matter hereof.
9.2 The applicable law of this Agreement is the laws of the People's Republic of
China.
9.3 The heading used in this Agreement have been inserted for convenience of
reference only and do not define or limit the provision hereof.
9.4 This Agreement may be executed in any number of identical counterparts, each
of which will be deemed an original, but all of which together will constitute
one and the same instrument.
Dated this 30th day of April , 1998.
The Seller:
Hainan Guilinyang State Farm
By: /s/Lin Shiluan
----------------------------------
Lin Shiluan
The Purchaser:
China Resources Development, Inc.
By: /s/Zhang Yibing
---------------------------------
Zhang Yibing
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FORM
10-Q REPORT OF CHINA RESOURCES DEVELOPMENT, INC. FOR THE QUARTERLY PERIOD ENDED
JUNE 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> RENMINBI YUAN
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<EXCHANGE-RATE> 8.28
<CASH> 141,255
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<INVENTORY> 20,906
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0
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<COMMON> 50
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