SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[x] Preliminary Proxy Statement [_] Confidential, For Use of the
[ ] Definitive Proxy Statement Commission Only (as permitted
[_] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
CHINA RESOURCES DEVELOPMENT, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
________________________________________________________________________________
1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
5) Total fee paid:
[_] Fee paid previously with preliminary materials:
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[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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CHINA RESOURCES DEVELOPMENT, INC.
Room 2005, 20/F., Universal Trade Centre
3-5A Arbuthnot Road, Central, Hong Kong
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 28, 1999
To the Shareholders:
Notice is hereby given that an Annual Meeting of Shareholders (the
"Annual Meeting") of CHINA RESOURCES DEVELOPMENT, INC. (the "Company"), will be
held at the offices of Hainan Zhongwei Agricultural Resources Company Limited,
Sixth Floor, International Hong Yun Hotel, 13 Haixiu Avenue, Haikou City, Hainan
Province, People's Republic of China, on May 28, 1999, at 3:00 p.m., local time,
for the following purposes:
1. To consider and vote upon a proposal by the Board of Directors to
effect a one-for-ten reverse stock split of the Company's common stock,
par value $0.001 per share;
2. To elect directors in Class III;
3. To consider and vote upon the ratification of the appointment of
Ernst & Young as the Company's independent accountants for the fiscal
year ending December 31, 1999; and
4. To transact such other business as may properly come before the
Annual Meeting and any adjournment or postponement thereof.
Shareholders of record at the close of business on April 30, 1999, are
entitled to notice of and to vote at the Annual Meeting or any adjournment or
postponement thereof. The Company's annual report on Form 10-K for the year
ended December 31, 1998, is enclosed for your convenience.
Please sign and date the enclosed proxy card and return it promptly in
the accompanying envelope (no postage required if mailed in the United States)
to ensure that your shares will be represented at the Annual Meeting. If you
attend the Annual Meeting, you may vote your shares in person even if you have
previously submitted a proxy.
By Order of the Board of Directors,
/s/ Wong Wah On
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Wong Wah On
Corporate Secretary
May 13, 1999
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CHINA RESOURCES DEVELOPMENT, INC.
Room 2005, 20/F., Universal Trade Centre
3-5A Arbuthnot Road, Central, Hong Kong
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PROXY STATEMENT FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON MAY 28, 1999
This proxy statement and the accompanying proxy card are being
furnished in connection with the solicitation of proxies by the Board of
Directors of China Resources Development, Inc., a Nevada corporation (the
"Company"), from holders of the Company's outstanding shares of Common Stock,
par value $0.001 per share (the "Common Stock"), and from the holder of the
Company's outstanding shares of Series B preferred stock (the "Preferred
Stock"), for the Annual Meeting of Shareholders to be held May 28, 1999, for the
purposes set forth in the accompanying notice (the "Annual Meeting"). The
Company will bear the costs of soliciting proxies from its shareholders. In
addition to soliciting proxies by mail, directors, officers and employees of the
Company, without receiving additional compensation therefor, may solicit proxies
by telephone, by telegram or in person. Arrangements will also be made with
brokerage firms and other custodians, nominees and fiduciaries to forward
solicitation materials to the beneficial owners of Common Stock held of record
by such persons, and the Company will reimburse such brokerage firms,
custodians, nominees and fiduciaries for reasonable out-of-pocket expenses
incurred by them in connection therewith. This proxy statement is first being
mailed to shareholders of the Company on or about May 13, 1999.
VOTING AT THE MEETING
At the close of business on April 30, 1999, the record date for
determining shareholders entitled to notice of and to vote at the Annual Meeting
(the "Record Date"), there were outstanding and entitled to vote approximately
5,929,004 shares of Common Stock and 3,200,000 shares of Preferred Stock. All of
the outstanding shares of Common Stock and Preferred Stock are entitled to vote
on all matters which properly come before the annual meeting, and each
shareholder will be entitled to one vote for each share of Common Stock or
Preferred Stock held.
Each proxy that is properly signed and received prior to the Annual
Meeting will, unless revoked, be voted in accordance with the instructions on
such proxy. If no instruction is indicated, the shares will be voted FOR
approval of the reverse stock split, FOR the election of the nominees for
director listed in this proxy statement, FOR ratification of the appointment of
Ernst & Young, and FOR the approval of such other business that may properly
come before the Annual Meeting or any postponement or adjournment thereof. A
shareholder who has given a proxy may revoke such proxy at any time before it is
voted at the Annual Meeting by delivering a written notice of revocation or duly
executed proxy bearing a later date to the Secretary of the Company or by
attending the meeting and voting in person.
A quorum of shareholders is necessary to take action at the Annual
Meeting. A majority of the outstanding shares of Common Stock and Preferred
Stock, counted together, of the Company, represented in person or by proxy, will
constitute a quorum. Votes cast by proxy or in person at the Annual Meeting will
be tabulated by the inspectors of election appointed for the Annual Meeting. The
inspectors of election will determine whether or not a quorum is present at the
Annual Meeting. The inspectors of election will treat abstentions as shares of
Common Stock or Preferred Stock that are present and entitled to vote for
purposes of determining the presence of a quorum. Under certain circumstances, a
broker or other nominee may have discretionary authority to vote certain shares
of Common Stock if instructions have not been received from the beneficial owner
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or other person entitled to vote. If a broker or nominee indicates on the proxy
that it does not have instructions or discretionary authority to vote certain
shares of Common Stock on a particular matter, those shares will not be
considered as present for purposes of determining whether a quorum is present or
whether a matter has been approved.
The nominees for director who receive the greatest number of votes cast
in person or by proxy at the Annual Meeting shall be elected directors of the
Company. The vote required for adoption of the other proposals herein is the
affirmative vote of a majority of the shares of Common Stock and Preferred Stock
present in person or represented by proxy at the Annual Meeting; and, for
purposes of determining shareholder approval of such proposals, abstentions will
be treated as shares of Common Stock or Preferred Stock voted against adoption
of such proposals.
PROPOSAL 1 - BOARD OF DIRECTORS PROPOSAL TO EFFECT A
ONE-FOR-TEN REVERSE STOCK SPLIT OF THE COMPANY'S COMMON STOCK
The Board of Directors of the Company has approved a resolution to
effect a one-for-ten reverse split of the Company's issued and outstanding
shares of Common Stock (the "Reverse Stock Split"). If the Reverse Stock Split
is approved by shareholders, the Board of Directors will determine the date on
which the Reverse Stock Split will become effective. Each share of Common Stock
issued and outstanding immediately prior to that effective date will be
reclassified as and changed into one-tenth of one share of Common Stock.
The principal effect of the Reverse Stock Split will be to decrease the
number of outstanding shares of Common Stock from 5,929,004 (as of May 13, 1999)
to approximately 592,900 shares (assuming that no post-Reverse Stock Split
shares of Common Stock are issued in lieu of fractional shares and assuming that
no additional shares have been issued or retired subsequent to May 13, 1999).
The Common Stock issued pursuant to the Reverse Stock Split will be fully paid
and nonassessable. The respective relative voting rights and other rights that
accompany the Common Stock w ill not be altered by the Reverse Stock Split, and
the Common Stock will continue to have a par value of $0.001 per share.
Consummation of the Reverse Stock Split will not alter the number of authorized
shares of the Company's Common Stock, which will remain at 200,000,000, of which
approximately 199,407,100 shares of Common Stock would constitute authorized but
unissued and unreserved shares. Also, the 3,200,000 outstanding shares of the
Company's Preferred Stock will not be affected by the proposed reverse stock
split.
Reasons for the Proposed Reverse Stock Split
The Reverse Stock Split is being proposed primarily because the Common
Stock does not currently meet the requirements for continued listing on the
Nasdaq Small-Cap Market. The Nasdaq Small-Cap Market continued listing standards
include a requirement that the closing bid price for a listed company be at
least $1.00 per share. Failure to meet this requirement for 30 consecutive
trading days may result in a company being delisted from the Nasdaq Small-Cap
Market. When the minimum bid price requirement is not met for 30 consecutive
trading days, a company is delisted unless its closing bid price equals or
exceeds $1.00 for at least ten consecutive trading days during a 90-day period
following the notice of non-compliance from The Nasdaq Stock Market, Inc.
("Nasdaq").
As of December 10, 1998, the closing bid price for the Common Stock had
been less than $1.00 for more than 30 consecutive trading days. The Company
received a notification of non-compliance from Nasdaq dated December 10, 1998.
The notification stated that, in order to avoid delisting of the Common Stock
from the Nasdaq Small-Cap Market, the bid price for the Common Stock must close
at or above $1.00 per share for at least ten consecutive trading days before
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March 10, 1999. The Common Stock failed to meet this minimum bid price
requirement during the 90-day period which ended March 10, 1999.
On March 9, 1999, the Company filed a request with the Nasdaq Listing
Qualifications Hearing Department for a hearing to contest the delisting of the
Common Stock. The delisting was stayed pending the hearing. Such hearing will
take place on May 6, 1999. [Outcome of hearing to be inserted in final proxy
statement.]
Additionally, the Board of Directors believes that the high number of
shares of Common Stock outstanding and its relatively low per-share market price
may adversely effect the trading market for the Common Stock and its
acceptability to certain institutional investors and other members of the
investing public. While the number of shares outstanding should not, by itself,
affect the marketability of a stock, the type of investor who acquires such
stock or the Company's reputation in the financial community, the Company
believes that, in practice, this is not necessarily the case, as certain
investors view low-priced as unattractive or, as a matter of policy, are
precluded from purchasing low-priced shares. In addition, certain brokerage
houses, as a matter of policy, will not extend margin credit on stocks trading
at low prices. On the other hand, certain other investors may be attracted to
low-priced stock because of the greater trading volatility sometimes associated
with such securities.
The Board of Directors believes that it is in the best interests of the
Company and its shareholders to maintain the listing of the Common Stock on the
Nasdaq Small-Cap Market and that the consummation of the proposed Reverse Stock
Split will increase the price per share of Common Stock to in excess of $1.00.
It is anticipated that, if approved by the Company's shareholders, the Reverse
Stock Split will become effective at the close of business on June 11, 1999.
In the event that the Reverse Stock Split is not approved by the
Company's shareholders, it is likely that the Common Stock will be delisted by
Nasdaq. If this were to occur, the Common Stock would be traded on the OTC
Bulletin Board and would be subject to regulations relating to "Penny Stocks"
which would immediately affect the ability of shareholders to resell their stock
and the market value for the Common Stock.
There can be no assurance, even if the Reverse Stock Split is
consummated, that the bid price per share of Common Stock will increase to in
excess of $1.00, or that, if the bid price per share of Common Stock does
increase to in excess of $1.00, that such bid price will remain at or above
$1.00. Accordingly, there can be no assurance that Nasdaq will not delist the
Common Stock even if the Reverse Stock Split is consummated. Additionally, there
can be no assurance that the Reverse Stock Split will not adversely impact the
market price of, or the trading market for, the Common Stock.
Future Dilution; Anti-Takeover Effects
There may be certain disadvantages suffered by shareholders of the
Company as a result of approval of the Reverse Stock Split. These disadvantages
include a significant increase in possible dilution to present shareholders'
percentage ownership of the Common Stock because of the additional authorized
shares of Common Stock which would be available for future issuance by the
Company. Current shareholders, in the aggregate, own approximately 3% of current
authorized shares of Common Stock under the Company's present capital structure,
but would own only 0.3% of the authorized shares of Common Stock under the
Company's post-split capital structure, assuming that the proposed Reverse Stock
Split is consummated.
In addition, because the Preferred Stock is not affected by the Reverse
Stock Split, the voting power of the holders of Common Stock would be
substantially reduced, relative to the voting power of the holder of the
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Preferred Stock. Each share of Preferred Stock is entitled to a vote equivalent
to one share of Common Stock. Currently, the 3,200,000 outstanding Preferred
Shares constitute approximately 35% of the Company's total outstanding voting
securities (comprised of the outstanding Preferred Stock and Common Stock). If
the proposed Reverse Stock Split is consummated, then the 3,200,000 outstanding
Preferred Shares will constitute approximately 84% of the Company's total
outstanding voting securities.
The proportionate increase in the number of shares of Common Stock
available for future issuance may also have certain anti-takeover effects. For
example, the availability of a large number of shares of Common Stock for future
issuance might allow the Company's Board of Directors to dilute the percentage
share ownership of persons who might attempt to obtain control over the Company.
Approval of the Reverse Stock Split therefore, may allow the Board of Directors
to frustrate a takeover attempt which might be favorable to shareholders as a
group, and may have the effect of limiting shareholder participation in these
types of transactions. While the Reverse Stock Split may have certain
anti-takeover effects, management is not aware of any attempts by third persons
to accumulate a large number of shares of Common Stock and the Board of
Directors is not recommending the Reverse Stock Split in response to any
existing attempts by third parties to obtain control of the Company.
Registration
The Board of Directors believes that the consummation of the Reverse
Stock Split and the changes which would result therefrom will not cause the
Company to terminate registration of the Common Stock under the Securities
Exchange Act of 1934, as amended, or to cease filing reports thereunder, and the
Company does not presently intend to seek, either before or after the Reverse
Stock Split, any change in the Company's status as a reporting company for
federal securities law purposes.
Federal Income Tax Consequences
The receipt of Common Stock in the Reverse Stock Split should not
result in any taxable gain or loss to shareholders for U.S. federal income tax
purposes. If the Reverse Stock Split is approved, the U.S. tax basis of Common
Stock received as a result of the Reverse Stock Split will be equal, in the
aggregate, to the basis of the shares exchanged for the Common Stock. For U.S.
federal income tax purposes, the holding period of the shares immediately prior
to the effective date of the Reverse Stock Split will be included in the holding
period of the Common Stock received as a result of the Reverse Stock Split.
SHAREHOLDERS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS FOR MORE DETAILED
INFORMATION REGARDING THE EFFECTS OF THE PROPOSED REVERSE SPLIT ON THEIR
INDIVIDUAL TAX STATUS.
Exchange of Certificates
As soon as is practicable following the effective date of the Reverse
Stock Split, shareholders will be notified and requested to surrender their
current certificates to the Company's stock transfer agent in exchange for the
issuance of new certificates reflecting the Reverse Stock Split. Commencing on
the effective date of the Reverse Stock Split, each certificate representing
pre-Reverse Stock Split shares of Common Stock will be deemed for all purposes
to evidence ownership of post-Reverse Stock Split shares of Common Stock. No
fractional shares of Common Stock will be issued, and, in lieu thereof, assuming
approval by the shareholders of the Reverse Stock Split, a whole share will be
issued to any shareholders entitled to a fraction of a share of Common Stock.
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Determination by Board to Abandon Reverse Stock Split
In accordance with Nevada law and notwithstanding approval of the
proposal by shareholders, at any time prior to the effective date of the Reverse
Stock Split, the Board of Directors may, in its sole discretion, abandon the
proposal without any further action by shareholders.
Requisite Vote
Assuming the presence of a quorum, the affirmative vote of the holders
of a majority of the voting power of the outstanding shares of Common Stock and
Preferred Stock, counted together, is necessary for approval of the Reverse
Stock Split.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
APPROVAL OF THE PROPOSAL TO EFFECT THE REVERSE STOCK SPLIT.
PROPOSAL 2 - ELECTION OF DIRECTORS
During 1998, the Company's Board of Directors was comprised of seven
directors, and, according to Article VIII of the Company's Articles of
Incorporation, the membership of the Board may be increased to no more than 25
directors or decreased to no fewer than three directors by action of the Board
of Directors. At the 1996 annual meeting, the shareholders approved an amendment
to the Articles of Incorporation to divide the directors into three classes. One
class of directors is to be elected each year for a three-year term. However, as
three classes of directors were newly established, the Class I directors were
elected at the 1996 annual meeting for one-year terms, the Class II directors
were elected for two-year terms and the Class III directors were elected for
normal three-year terms. At the annual meeting held in 1997, Messrs. Tam Cheuk
Ho and Wong Wah On were elected to serve in Class I until the annual meeting to
be held in 2000 and until their successors have been duly elected and qualified.
At the annual meeting held in 1998, Messrs. Ching Lung Po and Lin Yu Quan were
elected to serve in Class II until the annual meeting to be held in 2001 and
until their successors have been duly elected and qualified. Messrs. Li
Shunxing, Ng Kin Sing (who was selected by the Board of Directors to fill the
vacancy created by the resignation of Mr. Zhang Yibing) and Wan Ying Lin (who
was selected by the Board of Directors to fill the vacancy created by the
resignation of Mr. Yang Jiangang) continue to serve in Class III until the
annual meeting to be held in 1999 and until their successors have been duly
elected and qualified. Therefore, in accordance with the Articles of
Incorporation and the actions taken at the 1996 annual meeting, the election of
directors in Class III is to be conducted at the 1999 Annual Meeting.
The nominees for Class III, if elected, will serve a three-year term
until the annual meeting to be held in 2002 and until their successors have duly
elected and qualified. Messrs. Wan and Ng are currently serving as directors of
the Company. Both nominees have consented to being named herein and have
indicated their intention to serve as directors of the Company, if elected.
Unless authority to do so is withheld, the persons named as proxies will vote
the shares represented by such proxies for the election of the nominees. In case
any of the nominees shall become unavailable for election to the Board of
Directors, which is not anticipated, the persons named as proxies shall have
full discretion and authority to vote or refrain from voting for any other
nominees in accordance with their judgment. Vacancies on the Board of Directors
may be filled by the remaining director or directors, even though less than a
quorum, for the unexpired term of such vacant position.
The nominees and certain information about them are set forth below:
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Class III Directors:
Mr. Wan Ying Lin has been a director of the Company since February 4,
1998. Since September of 1996, Mr. Wan has been the Director and Deputy General
Manager of OVM International Holding Corp. (OTCBB: OVMI), which is included in
the OTC Bulletin Board operated by the National Association of Securities
Dealers, Inc. Mr. Wan graduated from the Guangxi Liuzhou Institute of Medical
Specialty, specializing in administration and management. From January 1986
through December 1987, he was the manager of Lam Ko Mould Company, in charge of
the China marketing and development division in Hong Kong. From January 1988
through February 1993, Mr. Wan worked as the marketing manager of Wai Tong
Trading Company in Hong Kong. In 1993, he joined the Hong Kong Prestressing
Concrete Engineering Company Limited, where he serves as manager.
Mr. Ng Kin Sing has been a director of the Company since February 1,
1999, and also serves as a member of the Board's audit committee. Mr. Ng is the
managing director of Action Plan Limited, a securities investment company. From
November 1995 until March 1998, Mr. Ng was sales and dealing director for
NatWest Markets (Asia) Limited; and from May 1995 until October 1996, he was the
dealing director of BZW Asia Limited, an international securities brokerage
house. Mr. Ng holds a bachelor's degree in business administration from the
Chinese University of Hong Kong.
Information Regarding Board of Directors and Committees
The Company's Board of Directors held eight (8) meetings during 1998,
and all other actions of the Board were taken pursuant to unanimous written
consents. The Board of Directors does not have a compensation or nominating
committee. The Board has established an audit committee consisting of two
"independent" directors, Ng Kin Sing and Wan Ying Lin. The Board as a whole
operates as a committee to nominate directors and to administer the Company's
1995 Stock Option Plan (except that a committee of three disinterested persons
was formed to act with respect to stock options issued to directors). Each
director attended all of the meetings of the Board of Directors during the
period for which he was a director.
The Board of Directors, acting as a nominating committee, will consider
candidates for director nominated by shareholders. A shareholder who wishes to
submit a candidate for consideration at the 2000 annual meeting must notify the
Secretary of the Company in writing no later than March 1, 2000. The
shareholder's written notice must include information about each proposed
nominee, including name, age, business address, principal occupation, shares
beneficially owned and other information required in proxy solicitations. The
nomination notice must also include the nominating shareholder's name and
address and the number of shares of stock beneficially owned by the shareholder.
The shareholder must also furnish a statement from the candidate indicating that
the candidate wishes and is able to serve as a director. These procedures, and a
statement that the shareholder intends to make the nomination, are prerequisites
to a stockholder nominating a candidate at the annual meeting.
Compensation of Directors
During 1998, directors of the Company did not receive compensation for
their service as directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
ELECTION OF THE NOMINEES DESCRIBED ABOVE.
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PROPOSAL 3 - APPOINTMENT OF INDEPENDENT ACCOUNTANTS
Subject to ratification by the shareholders, the Board of Directors has
reappointed Ernst & Young, Certified Public Accountants, as independent
accountants to audit the consolidated financial statements of the Company for
the year 1999. Ernst & Young has served as the Company's Independent Accountants
since March of 1995.
If the shareholders should fail to ratify the appointment of Ernst &
Young as its independent accountants, the Board of Directors would reconsider
the appointment. It is expected that representatives of Ernst & Young will be
present at the Annual Meeting, will have an opportunity to make a statement if
they desire to do so and will be available to answer appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG AS THE COMPANY'S INDEPENDENT ACCOUNTANTS.
OTHER INFORMATION
For other information regarding the Company, including Beneficial
Ownership of Certain Shareholders, Executive Compensation, Financial and Other
Information, Management's Discussion and Analysis of Financial Condition and
Results of Operations, Certain Relationships and Related Transactions and
Compliance with Section 16(a) of the Securities Exchange Act of 1934, as
amended, please see the appropriate Items of the Company's Form 10-K annual
report for the fiscal year ended December 31, 1998, a copy of which is provided
herewith and incorporated herein by this reference.
This proxy statement and the Form 10-K provided herewith may contain
forward-looking statements. Shareholders are cautioned that any such
forward-looking statement is not a guarantee of future performance and involves
risks and uncertainties, and that actual results may differ materially from
those in this proxy statement and the Form 10-K as a result of various factors.
The information contained in the Form 10-K, including without limitation the
information under the heading, "Management's Discussion and Analysis of
Financial Condition and Results of Operations," identifies important factors
that could cause such differences. With respect to any such forward-looking
statement that includes a statement of its underlying assumptions or bases, the
Company cautions that, while it believes such assumptions or bases to be
reasonable and has formed them in good faith, assumed facts or bases almost
always vary from actual results, and the differences between assumed facts or
bases and actual results can be material depending on the circumstances. When,
in any forward-looking statement, the Company, or its management, expresses an
expectation or belief as to future results, that expectation or belief is
expressed in good faith and is believed to have a reasonable basis, but there
can be no assurance that the stated expectation or belief will result or be
achieved or accomplished.
SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
To be considered for inclusion in next year's proxy materials,
shareholder proposals to be presented at the Company's 2000 annual meeting must
be in writing and be received by the Company no later than March 1, 2000.
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OTHER BUSINESS
The Board of Directors does not know of any business to be brought
before the Annual Meeting other than the matters described in the Notice of
Annual Meeting. However, if any other matter are properly presented for action,
it is the intention of each person named in the accompanying proxy to vote said
proxy in accordance with his judgment on such matters.
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PROXY FOR ANNUAL MEETING
OF SHAREHOLDERS
May 28, 1999
This Proxy is Solicited on
Behalf of the Board of Directors
The undersigned hereby appoints Ching Lung Po and Tam Cheuk
Ho, or either of them acting singly in the absence of the other, as attorneys
and as proxies, with full power of substitution, to vote all shares of Common
Stock and Preferred Stock of China Resources Development, Inc. (the "Company"),
which the undersigned is entitled to vote at the Annual Meeting of Shareholders
of the Company to be held on May 28, 1999, at 3:00 p.m., local time, at the
offices of Hainan Zhongwei Agricultural Resources Company Limited, located at
Sixth Floor, International Hong Yun Hotel, 13 Haixiu Avenue, Haikou City, Hainan
Province, People's Republic of China, and at any adjournments or postponements
thereof, upon the matters described in the accompanying Proxy Statement and upon
other business that may properly come before the meeting. Said proxy is directed
to vote as instructed on the matters set forth below and otherwise at his
discretion. Receipt of a copy of the Notice of said meeting and Proxy Statement
is hereby acknowledged.
1. PROPOSAL TO EFFECT A ONE-FOR-TEN REVERSE STOCK SPLIT of the
Company's common stock, par value $0.001 per share. (The Board of Directors
recommends a vote FOR)
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. ELECTION OF NOMINEES FOR DIRECTORS in Class III.
SHAREHOLDERS MAY WITHHOLD THEIR VOTE FOR ANY NOMINEES BY STRIKING OUT THE NAME
OF SUCH NOMINEE OR NOMINEES:
Ng Kin Sing, Wan Ying Lin
[ ] FOR [ ] WITHHOLD AUTHORITY
all nominees listed to vote for all nominees listed
3. PROPOSAL TO RATIFY THE SELECTION of Ernst & Young,
Certified Public Accountants, as the Company's independent accountants for the
fiscal year ending December 31, 1999. (The Board of Directors recommends a vote
FOR)
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. To transact such other business as may properly come before
the meeting and any adjournment or postponement thereof.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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Number of Shares:__________________ Name of Owner:________________________
of Common Stock (Please type or print)
Signature:____________________________
Title or Capacity:____________________
(if applicable) (Please type or print)
Date:_________________________________
Name of Owner:________________________
(Please type or print)
Signature:____________________________
Title or Capacity:____________________
(if applicable) (Please type or print)
Date:_________________________________
This Proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. If no direction is made, this proxy will be voted
FOR proposals 1 through 4. If signing as attorney, executor, trustee or
guardian, please give your full title as such. If stock is held jointly, each
owner should sign.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE
