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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Fronteer Financial Holdings, Ltd.
----------------------------------------
(Name of Issuer)
$0.01 Par Value Common Stock
----------------------------------------
(Title of Class of Securities)
359031 10 1
----------------
(CUSIP Number)
Gary L. Cook, 1700 Lincoln Street, 32nd Floor,
Denver, CO 80203 (303) 860-1700
--------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 2, 1999
------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
1
<PAGE>
CUSIP No. 359031 10 1
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Heng Fung Holdings Company Limited
-------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
-------------------------------------------------------------------------
3. SEC USE ONLY
-------------------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
-------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
-------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong and Singapore
-------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 250,000 - less than 1%
BENEFICIALLY ----------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 42,095,655 - 67.9%
REPORTING ----------------------------------------------------
PERSON
WITH 9. SOLE DISPOSITIVE POWER
250,000 - less than 1%
----------------------------------------------------
10. SHARED DISPOSITIVE POWER
42,095,655 - 67.9%
--------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,345,655
-------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
-------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.2%
--------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
-------------------------------------------------------------------------
2
<PAGE>
CUSIP No. 359031 10 1
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Heng Fung Capital [S] Private Limited
-------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
-------------------------------------------------------------------------
3. SEC USE ONLY
-------------------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
-------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
-------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore
-------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 4,693,141 - 7.8%
BENEFICIALLY ----------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 37,402,514 - 60.3%
REPORTING ----------------------------------------------------
PERSON
WITH 9. SOLE DISPOSITIVE POWER
4,693,141 - 7.8%
----------------------------------------------------
10. SHARED DISPOSITIVE POWER
37,402,514 - 60.3%
--------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,345,655
-------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
-------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.2%
--------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
-------------------------------------------------------------------------
3
<PAGE>
CUSIP No. 359031 10 1
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Heng Fung Finance Company Limited
-------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
-------------------------------------------------------------------------
3. SEC USE ONLY
-------------------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
-------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
-------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
-------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 37,402,514 - 60.3%
BENEFICIALLY ----------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 37,402,514 - 60.3%
REPORTING ----------------------------------------------------
PERSON
WITH 9. SOLE DISPOSITIVE POWER
37,402,514 - 60.3%
----------------------------------------------------
10. SHARED DISPOSITIVE POWER
37,402,514 - 60.3%
--------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,345,655
-------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
-------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.2%
--------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
-------------------------------------------------------------------------
4
<PAGE>
CUSIP No. 359031 10 1
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Fai H. Chan
-------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
-------------------------------------------------------------------------
3. SEC USE ONLY
-------------------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
-------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
-------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
-------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 8,000,000 - 12.9%
BENEFICIALLY ----------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 50,345,655 - 81.2%
REPORTING ----------------------------------------------------
PERSON
WITH 9. SOLE DISPOSITIVE POWER
8,000,000 - 12.9%
----------------------------------------------------
10. SHARED DISPOSITIVE POWER
50,345,655 - 81.2%
--------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,345,655
-------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
-------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.2%
--------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
-------------------------------------------------------------------------
5
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 3 to Schedule 13D relates to the $0.01 par value common
stock of Fronteer Financial Holdings, Ltd. ("Issuer"). The address of the
principal executive offices of the issuer is 1700 Lincoln Street, 3rd Floor,
Denver, Colorado 80203. The purpose of filing this Amendment is to report the
issuance of an option to purchase 8,000,000 shares of the $0.01 par value common
stock of the Issuer ("Common Stock") to Fai H. Chan and the issuance of 442,609
shares of Common Stock to Heng Fung Finance Company Limited.
ITEM 2. IDENTITY AND BACKGROUND.
I-A. (a) Heng Fung Holdings Company Limited ("Heng Fung Holdings")
(b) The principal office address of Heng Fung Holdings is 10th Floor
Lippo Protective Tower, 231-235 Gloucester Road, Wan Chai, Hong Kong.
(c) The principal business of Heng Fung Holdings is a holding company.
(d) During the last five years, Heng Fung Holdings has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Heng Fung Holdings has not been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction required to be reported hereunder.
(f) Heng Fung Holdings is a Hong Kong corporation.
I-B. (a) Fai H. Chan is a director, Chairman, Managing Director and control
person of Heng Fung Holdings.
(b) The business address of Fai H. Chan is 10th Floor Lippo Protective
Tower, 231-235 Gloucester Road, Wan Chai, Hong Kong.
(c) The principal occupation of Fai H. Chan is Chairman and Managing
Director of Heng Fung Holdings Company Limited and its subsidiaries.
(d) During the last five years, Fai H. Chan has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Fai H. Chan has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction required to be reported hereunder.
(f) Fai H. Chan is a Canadian citizen.
I-C. (a) Kwok Jen Fong is a director of Heng Fung Holdings.
(b) The business address of Kwok Jen Fong is 7 Temasek Boulevard,
#43-03 Suntec Tower One, Singapore 038987.
(c) The principal occupation of Kwok Jen Fong is advocate, solicitor
and managing partner of Fong Jeya Partnership.
(d) During the last five years, Kwok Jen Fong has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Kwok Jen Fong has not been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction required to be reported hereunder.
(f) Kwok Jen Fong is a Singaporean citizen.
6
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I-D. (a)Mabel Keow Yoke Chan is a director and an Executive Director of
Heng Fung Holdings.
(b) The business address of Mabel Keow Yoke Chan is 10th Floor, Lippo
Protective Tower, 231-235 Gloucester Road, Wan Chai, Hong Kong.
(c) The principal occupation of Mabel Keow Yoke Chan is Executive
Director of Heng Fung Holdings.
(d) During the last five years, Mabel Keow Yoke Chan has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Mabel Keow Yoke Chan has not been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction required to be reported hereunder.
(f) Mabel Keow Yoke Chan is a Canadian citizen.
I-E. (a) Mary-ann Sook Jin Chan is a director and an Executive Director of
Heng Fung Holdings.
(b) The business address of Mary-ann Sook Jin Chan is 10th Floor,
Lippo Protective Tower, 231-235 Gloucester Road, Wan Chai, Hong Kong.
(c) The principal occupation of Mary-ann Sook Jin Chan is an Executive
Director of Heng Fung Holdings.
(d) During the last five years, Mary-ann Sook Jin Chan has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Mary-ann Sook Jin Chan has not been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction required to be reported hereunder.
(f) Mary-ann Sook Jin Chan is a British citizen.
I-F. (a) Suk King Chan is the Secretary of Heng Fung Holdings.
(b) The business address of Suk King Chan is Hang Seng Building, Rooms
706-707, 77 Des Voeux Road Central, Hong Kong.
(c) The principal occupation of Suk King Chan is Senior Manager,
Corporate Services, and Consultant of Graham H.Y. Chan & Co., CPA.
(d) During the last five years, Suk King Chan has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Suk King Chan has not been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction required to be reported hereunder.
(f) Suk King Chan is a Chinese citizen.
I-G. (a) Man Tak Lau is the Financial Controller of Heng Fung Holdings.
(b) The business address of Man Tak Lau is 10th Floor Lippo Protective
Tower, 231-235 Gloucester Road, Wan Chai, Hong Kong.
(c) The principal occupation of Man Tak Lau is Financial Controller of
Heng Fung Holdings.
7
<PAGE>
(d) During the last five years, Man Tak Lau has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Man Tak Lau has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction required to be reported hereunder.
(f) Man Tak Lau is a British, Hong Kong citizen.
I-H. (a) Robert H. Trapp is a director of Heng Fung Holdings.
(b) The business address of Robert H. Trapp is 1700 Lincoln Street,
32nd Floor, Denver, Colorado 80203.
(c) The principal occupation of Robert H. Trapp is Managing Director
of the Issuer and President of American Fronteer Financial Corporation.
(d) During the last five years, Robert H. Trapp has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Robert H. Trapp has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction required to be reported hereunder.
(f) Robert H. Trapp is a Canadian citizen.
II. (a) Fai H. Chan
(b) through (f) - See Item I-B above.
III-A.(a) Heng Fung Capital [S] Private Limited ("Heng Fung Private")
(b) The principal office address of Heng Fung Private is 7 Temasek
Boulevard, #43-03 Suntec Tower One, Singapore 038987.
(c) The principal business of Heng Fung Private is an investment
holding company.
(d) During the last five years, Heng Fung Private has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Heng Fung Private has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction required to be reported hereunder.
(f) Heng Fung Private is a Singaporean corporation.
III-B.(a) Fai H. Chan, a director, Chairman and Managing Director of Heng
Fung Private
(b) through (f) - See Item I-B above.
III-C.(a) Mabel Keow Yoke Chan is a director of Heng Fung Private.
(b) through (f) - See Item I-D above.
III-D.(a) Kwok Jen Fong is a director of Heng Fung Private.
(b) through (f) - See Item I-C above.
8
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III-E.(a) Heng Fung Holdings is sole shareholder of Hung Fung Private.
(b) through (f) - See Item I-A above.
IV-A (a) Heng Fung Finance Company Limited ("Heng Fung Finance")
(b) The principal office address of Heng Fung Finance is 10th Floor
Lippo Protective Tower, 231-235 Gloucester Road, Wan Chai, Hong Kong.
(c) The principal business of Heng Fung Finance is finance.
(d) During the last five years, Heng Fung Finance has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Heng Fung Finance has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction required to be reported hereunder.
(f) Heng Fung Finance is a Hong Kong corporation.
IV-B.(a) Fai H. Chan is a director, Chairman and Managing Director of Heng
Fung Finance.
(b) through (f) - See Item I-B above.
IV-C.(a) Mabel Keow Yoke Chan is a director and Secretary of Heng Fung
Finance
(b) through (f) - See Item I-D above.
IV-D.(a) Man Tak Lau is a director of Heng Fung Finance.
(b) through (f) - See Item I-G above.
IV-E.(a) Heng Fung Private is the sole shareholder of Hung Fung Finance.
(b) through (f) - See Item III-A above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of this Amendment No. 3 to Schedule 13D, Heng Fung
Holdings, through its subsidiaries, Heng Fung Private and Heng Fung Finance,
beneficially owns 42,345,655 shares ("Shares") of the Common Stock of the Issuer
which constitute approximately 70.2% of the outstanding Common Stock of the
Issuer.
In December 1997, Heng Fung Finance purchased from the Company a $4,000,000
10% Convertible Debenture and received an option to purchase up to an additional
$11,000,000 10% Convertible Debenture. Subsequently, Heng Fung Finance partially
exercised the option and purchased additional 10% Convertible Debentures
totaling $2,500,000. On September 23, 1998, Heng Fung Finance and the Company
agreed to amend the terms of the remaining $8,500,000 of the $11,000,000 10%
Convertible Debenture by increasing the interest rate to 12%, changing the
conversion price to the lower of $.35 or the fair market value per share, and
changing the default conversion price to $0.10 per share. Also on September 23,
1998, Heng Fung Finance partially exercised its option to purchase $8,500,000 of
12% Convertible Debentures by purchasing a $500,000 12% Convertible Debenture
from the Company.
As a result of the above, the Shares include 7,529,412 shares underlying
the presently convertible $4,000,000 10% Convertible Debenture owned by Heng
Fung Finance, 2,459,016 shares underlying a presently convertible $1,500,000
9
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debenture owned by Heng Fung Finance, 1,639,344 shares underlying the presently
convertible $1,000,000 10% Convertible Debenture owned by Heng Fung Finance,
1,428,571 shares underlying the presently convertible $500,000 12% Convertible
Debenture owned by Heng Fung Finance, and 22,857,143 shares underlying
$8,000,000 of 12% Convertible Debentures that Heng Fung Finance has the right to
purchase and that will be convertible at any time after they are purchased. Fai
H. Chan, an officer and director of the Issuer and an officer and director of
Heng Fung Holdings, Heng Fung Private and Heng Fung Finance, beneficially owns
approximately 10.73% of the outstanding stock of Heng Fung Holdings.
Accordingly, Mr. Chan may be deemed to have shared voting and dispositive power
over the Shares, and as a result, he is considered to be a beneficial owner of
the Shares.
In addition Mr. Chan received, as compensation for services to the Issuer
as its chairman of the Board and President, an option to purchase 8,000,000
shares of the Common Stock of the Issuer.
(b) Heng Fung Holdings, through its subsidiaries, Heng Fung Private and
Heng Fung Finance, has shared voting and dispositive power over the Shares. Fai
H. Chan has shared voting and dispositive power over the Shares and the shares
of Common Stock of the Issuer underlying his 8,000,000 option. Heng Fung
Private, by itself and through its subsidiary, Heng Fung Finance, has shared
voting and dispositive power over 42,095,655 of the Shares. Heng Fung Finance
has shared voting and dispositive power over 37,402,514 of the Shares.
(c) On February 3, 1999, the Issuer issued 442,609 shares of its Common
Stock to Heng Fung Finance in payment of $198,111.11 of interest due on December
31, 1998, on the convertible debentures mentioned in Item 5(a) above.
On January 28, 1999, the Issuer issued to Fai H. Chan, as compensation for
services to the Issuer as its Chairman of the Board and President, an option to
purchase 8,000,000 shares of Common Stock of the Issuer at an exercise price of
$0.30 per share.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Shares or Fai H. Chan's 8,000,000 option.
(e) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Agreement to File One Statement on Schedule 13D.
Exhibit 2 - Closing Agreement among Fronteer Financial Holdings, Ltd., Heng
Fung Finance Company Limited, Heng Fung Capital [S] Private Limited and certain
shareholders of Fronteer Financial Holdings, Ltd., dated December 17, 1997,
incorporated by reference to Exhibit 2 to the Reporting Person's Schedule 13D
filed March 11, 1998.
Exhibit 3 - $4,000,000 10% Convertible Debenture Purchase Agreement dated
December 17, 1997, incorporated by reference to Exhibit 3 to the Reporting
Person's Schedule 13D filed March 11, 1998.
Exhibit 4 - Stock Purchase Agreement between R. A. Fitzner and Heng Fung
Capital [S] Private Limited dated December 17, 1997 (for 3,556,777 shares),
incorporated by reference to Exhibit 4 to the Reporting Person's Schedule 13D
filed March 11, 1998.
Exhibit 5 - Stock Purchase Agreement between R. A. Fitzner and Heng Fung
Capital [S] Private Limited dated December 17, 1997 (for 312,261 shares),
incorporated by reference to Exhibit 5 of Reporting Person's Schedule 13D filed
March 11, 1998.
10
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Exhibit 6 - Stock Purchase Agreement between Dorothy Englebrecht and Heng
Fung Capital [S] Private Limited dated December 17, 1997, incorporated by
reference to Exhibit 6 to Reporting Person's Schedule 13D filed March 11, 1998.
Exhibit 7 - Stock Purchase Agreement between Stephen M. Fishbein and Heng
Fung Capital [S] Private Limited dated December 17, 1997, incorporated by
reference to Exhibit 7 to Reporting Person's Schedule 13D filed March 11, 1998.
Exhibit 8 - Stock Purchase Agreement between Robert L. Long and Heng Fung
Capital [S] Private Limited dated December 17, 1997, incorporated by reference
to Exhibit 8 to Reporting Person's Schedule 13D filed March 11, 1998.
Exhibit 9 - Amendment No. 1 to $4,000,000 10% Convertible Debenture
Purchase Agreement dated September 23, 1998 between Fronteer Financial Holdings,
Ltd. and Heng Fung Finance Company Limited, incorporated by reference to Exhibit
9 to Reporting Person's Schedule 13D filed November 19, 1998.
Exhibit 10 - Guaranty Agreement dated November 18, 1998 between Fronteer
Financial Holdings, Ltd. and Heng Fung Holdings Company Limited, incorporated by
reference to Exhibit 9 to Reporting Person's Schedule 13D filed November 19,
1998.
11
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
HENG FUNG HOLDINGS COMPANY LIMITED
a Hong Kong corporation
Date: March 28, 1999
By: /s/ Fai H. Chan
-------------------------------------------
Fai H. Chan, Chairman and Managing Director
HENG FUNG CAPITAL [S] PRIVATE LIMITED
a Singaporean corporation
By: /s/ Fai H. Chan
-------------------------------------------
Fai H. Chan, Chairman and Managing Director
HENG FUNG FINANCE COMPANY LIMITED
a Hong Kong corporation
By: /s/ Fai H. Chan
-------------------------------------------
Fai H. Chan, Chairman and Managing Director
/s/ Fai H. Chan
-----------------------------------------------
Fai H. Chan, individually
12
Exhibit 1
Agreement to File One Statement on Schedule 13D
Pursuant to Rule 13d-1(f)(1)(iii) of the Securities Exchange Act of 1934,
as amended, the undersigned agree that the Amendment No. 3 to Schedule 13D to
which this Exhibit is attached is filed on behalf of each of the undersigned.
HENG FUNG HOLDINGS COMPANY LIMITED
a Hong Kong corporation
Date: March 28, 1999
By: /s/ Fai H. Chan
-------------------------------------------
Fai H. Chan, Chairman and Managing Director
HENG FUNG CAPITAL [S] PRIVATE LIMITED
a Singaporean corporation
By: /s/ Fai H. Chan
-------------------------------------------
Fai H. Chan, Chairman and Managing Director
HENG FUNG FINANCE COMPANY LIMITED
a Hong Kong corporation
By: /s/ Fai H. Chan
-------------------------------------------
Fai H. Chan, Chairman and Managing Director
/s/ Fai H. Chan
-----------------------------------------------
Fai H. Chan, individually
