SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): January 29, 1999
CHINA RESOURCES DEVELOPMENT, INC.
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(Exact Name of Registrant as Specified in Charter)
Nevada 33-5628-NY 87-0263643
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
Room 2005, 20/F., Universal Trade Centre
3-5A Arbuthnot Road
Central, Hong Kong
(Address of principal executive offices)
Registrant's telephone number, including area code: 011-852-2810-7205
23/F. Office Tower, Convention Plaza
1 Harbour Road
Wanchai, Hong Kong
(Former name or former address, if changed since last report.)
Page 1 of 8 pages Exhibit Index on Page 6
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Item 1. Changes in Control of Registrant.
Not applicable.
Item 2. Acquisition or Disposition of Assets.
Not applicable.
Item 3. Bankruptcy or Receivership.
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not applicable.
Item 5. Other Events.
Proposed Reverse Stock Split
The Board of Directors of the Registrant, at a special meeting held on
January 29, 1999, voted to recommend to the shareholders a proposal to
effect a one-for-ten reverse stock split of the Registrant's
outstanding common stock, $0.001 per share. The intent of the proposed
action is to enable the Registrant to meet the minimum bid price
requirement for continued listing on The Nasdaq SmallCap Market;
however, the Board of Directors noted that there can be no assurances
that the reverse stock split will result in a bid price for the common
stock that meets the continued listing requirements. On February 3,
1999, the Registrant announced that it had received notice from The
Nasdaq Stock Market ("Nasdaq") that the closing bid price of its common
stock, par value $0.001 per share, does not meet the minimum bid price
requirement ($1.00) for continued listing on The Nasdaq SmallCap
Market. The notice indicated that no delisting action would be
initiated so long as the Registrant demonstrates compliance with the
minimum bid price requirement for ten consecutive trading days by March
10, 1999. The notice also stated that the Registrant could also request
a hearing by the close of business on March 10, 1999, which request
would stay any delisting action pending the outcome of such hearing.
The proposal for a reverse stock split will not affect the number of
shares of common stock or preferred stock that the Registrant is
authorized to issue by its Articles of Incorporation, which are
200,000,000 shares and 10,000,000 shares, respectively. Also, the
3,200,000 outstanding shares of the Registrant's Series B Preferred
Stock, par value $0.001 per share, will not be affected by the proposed
reverse stock split. The proposal will be submitted to the shareholders
of the Registrant at the annual meeting of the shareholders, which is
expected to be held in late May, 1999. Due to the timing of the meeting
and the deadline for compliance set by Nasdaq, the Board of Directors
of the Registrant, on March 9, 1999, requested a hearing in order to
present its proposed action to Nasdaq and to request that no delisting
action be taken until after the shareholders' meeting.
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Shareholder and Board of Directors Changes
The Registrant has been notified that Winsland Capital Limited, a
British Virgin Islands company ("WCL"), has purchased 334,800 shares of
the Registrant's common stock from Everbright Growth Fund, a Cayman
Islands company ("EGF"), and 3,200,000 shares of the Registrant's
Series B Preferred Stock, from Everbright Investment & Management
Limited, a Hong Kong company that is an affiliate of EGF and, like EGF,
a subsidiary of the China Everbright Group. The private transactions
took place outside of the United States and were closed on January 25,
1999. As a result, WCL has become the company's single largest holder
of voting capital stock.
Also, on January 25, 1999, the Chairman of the Registrant's Board of
Directors, Zhang Yibing, submitted his resignation from the office of
Chairman and as a director. In his letter of resignation, Mr. Zhang
stated, "As China Everbright Group ceased to be a shareholder of the
Company and as a representative of China Everbright Group in the board
membership of the Company, it is reasonable for me to tender this
resignation." On January 26, 1999, the Board of Directors accepted Mr.
Zhang's resignation, elected director Ching Lung Po to serve as
Chairman, and formed a committee to search for a candidate to fill the
vacancy created by Mr. Zhang's resignation and to propose such
candidate to the Board for appointment. Also, because of Mr. Ching's
status as Managing Director and sole owner of WCL and his new position
as Chairman of the Registrant, he is no longer qualified to serve as an
"independent" director of the Registrant, so the search committee was
instructed by the Board to seek the services of a person who could
serve in such capacity.
On February 1, 1999, the Board of Directors of the Registrant met to
consider the nomination of Ng Kin Sing to serve as a director to fill
the vacancy created by the resignation of Mr. Zhang. Mr. Ng was
unanimously elected to serve as a director in Class III until the next
annual meeting of the shareholders and until his successor has been
duly elected and qualified. Mr. Ng, who is an "independent" director,
was also selected to serve as a member of the Board's Audit Committee.
Mr. Ng, aged 37, 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 1985 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.
Item 6. Resignations of Registrant's Directors.
Not applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
The following exhibits are filed with this report:
Exhibit No. Exhibit Description
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99.1 Press Release issued by Registrant dated February 3,
1999 (Filed herewith.)
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<PAGE>
Item 8. Change in Fiscal Year.
Not applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
Not applicable.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
CHINA RESOURCES DEVELOPMENT, INC.
March 10, 1999 By: /s/ ChingLung Po
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Name: Ching Lung Po
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Title: Chairman
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EXHIBITS INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit Description Page No.
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<S> <C> <C>
99.1 Press Release issued by Registrant, dated February 3, 1999 7
(Filed herewith.)
</TABLE>
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Press Release issued by Registrant, dated
February 3, 1999
CONTACT:
Edward Wong, Financial Controller
011-852-2810-7205 or [email protected]
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FOR IMMEDIATE RELEASE
CHINA RESOURCES DEVELOPMENT, INC.,
RECEIVES NOTICE FROM NASDAQ,
PROPOSES REVERSE STOCK SPLIT, AND
ANNOUNCES SHAREHOLDER AND BOARD CHANGES
HONG KONG - February 3, 1999 - CHINA RESOURCES DEVELOPMENT, INC. (NASDAQ:CHRB),
a Nevada corporation with operations in the People's Republic of China ("PRC"),
announced today that it has received notice from The Nasdaq Stock Market
("Nasdaq") that the closing bid price of its common stock, par value $0.001 per
share, does not meet the minimum bid price requirement ($1.00) for continued
listing on The Nasdaq SmallCap Market. The notice indicated that no delisting
action would be initiated so long as the company demonstrates compliance with
the minimum bid price requirement for ten consecutive trading days by March 10,
1999. The company may also request a hearing by the close of business on March
10, 1999, which request would stay any delisting action pending the outcome of
such hearing.
The Board of Directors of CHRB, at a special meeting held on January 29, 1999,
voted to recommend to the shareholders a proposal to effect a one-for-ten
reverse stock split of the company's outstanding common stock, $0.001 per share.
The intent of the proposed action is to enable CHRB to meet the minimum bid
price requirement for continued listing on The Nasdaq SmallCap Market; however,
the Board of Directors noted that there can be no assurances that the reverse
stock split will result in a bid price for the common stock that meets the
continued listing requirements. The closing bid price of the company's common
stock as of January 29, 1999, was $0.5938.
The proposal for a reverse stock split will not affect the number of shares of
common stock or preferred stock that CHRB is authorized to issue by its Articles
of Incorporation, which are 200,000,000 shares and 10,000,000 shares,
respectively. Also, the 3,200,000 outstanding shares of the company's Series B
Preferred Stock, par value $0.001 per share, will not be affected by the
proposed reverse stock split. The proposal will be submitted to the shareholders
of CHRB at the annual meeting of the shareholders, which is expected to be held
in late May, 1999. Due to the timing of the meeting and the deadline for
compliance set by Nasdaq, the Board of Directors has determined that CHRB will
request a hearing in order to present its proposed action to Nasdaq and to
request that no delisting action be taken until after the shareholders' meeting.
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<PAGE>
In addition, the company announced that it has been notified that Winsland
Capital Limited, a British Virgin Islands company ("WCL"), has purchased 334,800
shares of the CHRB's common stock from Everbright Growth Fund, a Cayman Islands
company ("EGF"), and 3,200,000 shares of CHRB's Series B Preferred Stock, from
Everbright Investment & Management Limited, a Hong Kong company that is an
affiliate of EGF and, like EGF, a subsidiary of the China Everbright Group. The
private transactions took place outside of the United States and were closed on
January 25, 1999. As a result, WCL has become the company's single largest
holder of voting capital stock.
Also, on January 25, 1999, the Chairman of CHRB's Board of Directors, Zhang
Yibing, submitted his resignation from the office of Chairman and as a director.
In his letter of resignation, Mr. Zhang stated, "As China Everbright Group
ceased to be a shareholder of the Company and as a representative of China
Everbright Group in the board membership of the Company, it is reasonable for me
to tender this resignation." On January 26, 1999, the Board of Directors
accepted Mr. Zhang's resignation, elected director Ching Lung Po to serve as
Chairman, and formed a committee to search for a candidate to fill the vacancy
created by Mr. Zhang's resignation and to propose such candidate to the Board
for appointment. Also, because of Mr. Ching's status as Managing Director and
sole owner of WCL and his new position as Chairman of CHRB, he is no longer
qualified to serve as an "independent" director of CHRB, so the search committee
was instructed by the Board to seek the services of a person who could serve in
such capacity.
On February 1, 1999, the Board of Directors of CHRB met to consider the
nomination of Ng Kin Sing to serve as a director to fill the vacancy created by
the resignation of Mr. Zhang. Mr. Ng was unanimously elected to serve as a
director in Class III until the next annual meeting of the shareholders and
until his successor has been duly elected and qualified. Mr. Ng, who is an
"independent" director, was also selected to serve as a member of the Board's
Audit Committee. Mr. Ng, aged 37, 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 1985 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.
China Resources Development, Inc., with offices in Hong Kong and the Hainan
Province of the PRC, through a subsidiary, owns a 61% interest in Hainan
Zhongwei Agricultural Resources Company Limited ("HARC"). HARC markets and
distributes dry, natural rubber and liquid latex and procures production
materials, supplies and other agricultural products.
Certain statements contained in this press release are not based on historical
facts, but are forward-looking statements that are based upon numerous
assumptions about future conditions that could prove not to be accurate. Such
forward-looking statements include, without limitation, the statements regarding
actions that may be taken by the shareholders of CHRB and by Nasdaq, and the bid
price that the company hopes will result from such actions. Although the Board
of Directors believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove to have been correct. Important factors that could cause actual results to
differ materially from the Board of Directors' expectations include, but are not
limited to, shareholder opposition to the actions recommended by the Board, an
unfavorable outcome to CHRB's hearing before Nasdaq, and an unfavorable response
to the company's actions from the public trading market.
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