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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. ___)*
CHINA ENERGY RESOURCES CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
G2109A 10 6
(CUSIP Number)
FAHAD ALMUBARAK WITH A COPY TO:
RANA INVESTMENT COMPANY RAYMOND L. MOSS, ESQ.
P.O. BOX 60148 SIMS MOSS KLINE & DAVIS LLP
RIYADH 11545 SUITE 1800, 400 NORTHPARK
TOWN CENTER
SAUDI ARABIA ATLANTA, GEORGIA 30328
011-966-146-26262 (770) 481-7200
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
APRIL 18, 1997
(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-1(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.
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13D
CUSIP No. G2109A 10 6
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS:
Rana Energy Investment Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: Cayman Islands
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NUMBER OF 7 SOLE VOTING POWER: 1,448.731
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: NONE
OWNED BY -------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 1,448,731
REPORTING ------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER: NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,448,731
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 37.6%
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14 TYPE OF REPORTING PERSON: IV
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ITEM 1. SECURITY AND ISSUER.
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This Statement relates to shares of the common stock, par value $.01
per share (the "Common Stock"), of China Energy Resources Corporation (the
"Issuer"), a corporation organized under the International Business Companies
Act of the British Virgin Islands. The Issuer's Registration Statement on Form
8-A with respect to registration of the Common Stock under Section 12(b) of the
Securities Exchange Act of 1934, as amended, became effective on April 18, 1997.
The Issuer has its principal executive offices at Citco Building, Wickhams Cay,
P.O. Box 662, Road Town, Tortola, British Virgin Islands.
ITEM 2. IDENTITY AND BACKGROUND.
-----------------------
This Statement is filed by the following:
(a) Rana Investment Company ("Rana"), a corporation organized under
the laws of the Kingdom of Saudi Arabia with its principal offices located at
P.O. Box 60148, Riyadh 11545, Kingdom of Saudi Arabia. Rana's principal
businesses are investment management for others and the management of its own
portfolio consisting principally of debt securities, equity securities and
rights and options relating thereto.
(b) Rana Energy Investment Ltd. ("REIL"), an exempted company
organized under the laws of the Cayman Islands with its principal offices
located at c/o Rana Investment Company, P.O. Box 60148, Riyadh 11545, Kingdom of
Saudi Arabia. REIL is a private investment company with a portfolio currently
consisting of its investment in the Issuer. Rana acts as the investment manager
with respect to REIL's portfolio and has authority to vote and direct the
disposition of all equity securities held beneficially by REIL.
During the past five years, none of the entities listed above or any
of the persons shown on Schedules A and B attached hereto has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors), or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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On or about November 22, 1996 and January 6, 1997, REIL purchased from
the Issuer: (a) convertible promissory notes (the "Convertible Notes") in the
principal amounts of $1,500,000 and $1,000,000, respectively, that by their
terms were convertible into Issuer's common stock at a price per share fixed at
$3.50 prior to the listing of the Issuer's shares for trading on an exchange;
and (b) warrants to purchase 428,572 shares and 285,715 shares of Common Stock,
respectively, at an exercise price equal to 60% of the average closing bid and
ask prices of the Common Stock over the 10 trading days prior to exercise,
subject to a minimum price of $3.50 per share and a maximum price of $8.50 per
share (the "Warrants"). REIL converted the Convertible Notes on April 16, 1997
into a total of 734,444 shares.
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The funds used to acquire the Convertible Notes and Warrants were
taken from the working capital, including primarily equity contributions and
earnings from operations, of REIL. The shares owned as described in Item 5
below have been issued upon conversion of the Convertible Notes.
In the event Rana determines to cause REIL to purchase additional
shares of Issuer stock, it is currently contemplated that REIL will use its
working capital or additional capital contributions from its current owners. As
of the date of this Statement, no arrangements with third parties have been made
with respect to financing the acquisition of additional Issuer shares.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
REIL acquired the Convertible Notes, Warrants and Issuer shares for
investment in the ordinary course of its business consistent with the belief
that the value of the Convertible Notes, Warrants and Issuer shares would exceed
their respective purchase prices within a reasonable time period. Rana may
cause REIL to acquire additional shares of Common Stock upon the exercise of
Warrants or through market or private purchases, or to sell shares. Any such
determinations may be based on a number of factors, including continued
attractiveness of investment in Issuer shares at then prevailing market prices,
the number of shares that are available for purchase, the price or prices
thereof, general market conditions and other similar factors.
While Rana and REIL reserve the right to develop plans or proposals in
the future regarding the following items, at the present time none of the
persons identified in response to Item 2 of this Statement have any plans or
proposals which relate to or would result in any of the following:
(1) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(2) Sale or transfer of a material amount of assets of the Issuer or
of any of its subsidiaries;
(3) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(4) Any material change in the present capitalization or dividend
policy of the Issuer;
(5) Any other material change in the Issuer's business or corporate
structure;
(6) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
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(7) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or cease to be authorized to be quoted in an inter-
dealer quotation system of a registered national securities association;
(8) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(9) Any action similar to any of those enumerated above.
The terms and conditions of the subscriptions made by REIL and of the Notes and
Warrants are incorporated herein by this reference from Exhibits 7.2 through 7.5
to this Schedule.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
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Under the rules and regulations of the Securities and Exchange
Commission ("SEC"), Rana may be deemed to be the beneficial owner of a total of
734,444 outstanding shares of Common Stock and 714,287 shares subject to the
Warrants, representing approximately 37.6% of the issued and outstanding shares
of the Issuer after giving effect to the issuance of the Warrant shares. Rana
currently has sole power to direct the voting and disposition of the shares of
Common Stock held by REIL.
The percentage of outstanding shares of Issuer stock set out in the
preceding paragraph is computed based on a total of 2,399,850 shares of Issuer
stock indicated as outstanding in Amendment No. 1 to the Issuer's Registration
Statement on Form F-4 filed on September 11, 1996, increased by the 734,444
shares issued upon conversion of the Notes and the 714,287 shares subject to the
Warrants (for a total outstanding of 3,848,581 shares).
During the period beginning 60 days prior to April 18, 1997 and
through the date of filing of this Statement, the parties filing this Statement
engaged in the transactions with respect to the numbers of shares indicated
below on the dates and at the indicated transaction prices per share:
NO. OF SHARES PRICE
DATE PARTY PURCHASED/(SOLD) PER SHARE
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04/16/97 Rana Energy Investment Ltd. 734,444 $3.50
All purchases were of original issue shares directly from the Issuer pursuant to
the conversion of the Convertible Notes.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
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TO SECURITIES OF THE ISSUER.
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Except as described in this Statement, the parties filing this
Statement are not parties to any contract, arrangement, understanding or
relationships with any other person with respect to shares of Issuer stock,
including but not limited to transfer or voting of any of the securities,
finder's
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fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, divisions of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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Filed or incorporated by reference herein as exhibits hereto are the
following:
7.1 Agreement Regarding Joint Filing between Rana Investment Company and
Rana Energy Investment Ltd.
7.2 Form of Subscription Agreement. Incorporated by reference from Exhibit
4 to the Issuer's Registration Statement on Form 8-A filed April 14,
1997 (File No. 1-14606).
7.3 Form No. 1 of Convertible Note. Incorporated by reference from Exhibit
5 to the Issuer's Registration Statement on Form 8-A filed April 14,
1997 (File No. 1-14606).
7.4 Form No. 2 of Convertible Note. Incorporated by reference from Exhibit
6 to the Issuer's Registration Statement on Form 8-A filed April 14,
1997 (File No. 1-14606).
7.5 Form of Warrant. Incorporated by reference from Exhibit 7 to the
Issuer's Registration Statement on Form 8-A filed April 14, 1997 (File
No. 1-14606).
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Rana Investment Company
Date: May 19, 1997 By:/s/ Mazen Hassounah
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Name: Mazen Hassounah
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Title: Deputy General Manager
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Rana Energy Investment Ltd.
Date: May 19, 1997 By:/s/ Mazen Hassounah
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Name: Mazen Hassounah
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Title: Director
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SCHEDULE A
The following persons are the directors and/or executive officers of
Rana Investment Company.
NAME AND PRINCIPAL OCCUPATION OR
BUSINESS ADDRESS EMPLOYMENT AND CITIZENSHIP
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Fahad A. Almubarak General Manager
P.O. Box 60148 Rana Investment Company
Riyadh 11545 Kingdom of Saudi Arabia
Kingdom of Saudi Arabia
Mazen Hassounah Deputy General Manager
P.O. Box 60148 Rana Investment Company
Riyadh 11545 Kingdom of Saudi Arabia
Kingdom of Saudi Arabia
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SCHEDULE B
The following persons are the directors and/or executive officers of
Rana Energy Investment Ltd.
NAME AND PRINCIPAL OCCUPATION OR
BUSINESS ADDRESS EMPLOYMENT AND CITIZENSHIP
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Fahad A. Almubarak General Manager
P.O. Box 60148 Rana Investment Company
Riyadh 11545 Kingdom of Saudi Arabia
Kingdom of Saudi Arabia
Mazen Hassounah Deputy General Manager
P.O. Box 60148 Rana Investment Company
Riyadh 11545 Kingdom of Saudi Arabia
Kingdom of Saudi Arabia
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EXHIBIT 7.1
AGREEMENT REGARDING JOINT FILING
The undersigned agree that a Schedule 13D, and any amendments thereto
that may be required, shall be filed jointly on behalf of the undersigned and
any other person or entity who may hereafter file together with them in any
required amendment, when and if required under provisions of the Securities
Exchange Act of 1934 or rules or regulations of the Securities and Exchange
Commission thereunder.
Rana Investment Company
Date: May 19, 1997 By:/s/ Mazen Hassounah
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Name: Mazen Hassounah
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Title: Deputy General Manager
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Rana Energy Investment Ltd.
Date: May 19, 1997 By:/s/ Mazen Hassounah
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Name: Mazen Hassounah
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Title: Director
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