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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 THE
SECURITIES EXCHANGE ACT OF 1934
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For March 12, 1999
CHINA ENERGY RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
CITCO BUILDING, WICKHAMS CAY 971-B RUSSELL AVENUE
P.O. BOX 662, ROAD TOWN RUSSELL OFFICE PARK
TORTOLA, BRITISH VIRGIN ISLANDS GAITHERSBURG, MARYLAND 20879
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (301) 670-5595
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F __X__ Form 40-F _____
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is thereby furnishing the information
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ____ No __X__
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b). Not Applicable.
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CHINA ENERGY RESOURCES CORPORATION
ANNOUNCES CHANGE OF MANAGEMENT
Gaithersburg, Maryland -- March 4, 1999 -- China Energy Resources
Corporation (the "Company") (ASE:CHG) announced today that Bill H. Zhao has been
appointed as Chairman of the Board, President and Chief Executive Officer of the
Company. Mr. Zhao is a director and the Executive Vice President of America
Orient Group, Inc. ("AOG"), a wholly owned subsidiary of China Orient Group
Industries, Inc., a private sector conglomerate in the People's Republic of
China. This announcement follows the Company's Board of Directors' acceptance of
the resignation of C.T. Yeh, who resigned from his positions as Acting Chairman
of the Board, President and Chief Executive Officer of the Company effective
March 3, 1999.
The Company expects to hold its annual meeting of shareholders later
this month or soon thereafter. The Company has set January 25, 1999, as the
record date of shareholders eligible to vote at the annual meeting. Proxy
materials are expected to be mailed to the Company's shareholders during the
month of March or soon thereafter.
The Company and AOG executed a Stock and Warrant Purchase Agreement
(the "Stock Purchase Agreement") on December 3, 1998, in which the Company
agreed to sell to AOG 5,000,000 shares of the common stock of the Company, par
value $.01 per share (the "Common Stock"), and a warrant to purchase 5,000,000
shares of Common Stock for US $1,000,000. The Stock Purchase Agreement is
subject to the approval of the Company's stockholders, who will vote on such
approval at the Company's annual meeting expected to be held later this month.
The Company is a holding company which is the sole shareholder of China
Coal Mining (B.V.I.) Co. Ltd., a coal refining company located in the People's
Republic of China.
THE STATEMENTS IN THIS PRESS RELEASE THAT ARE NOT HISTORICAL FACTS
CONSTITUTE "FORWARD-LOOKING STATEMENTS" THAT INVOLVE RISKS, UNCERTAINTIES AND
OTHER FACTS WHICH MAY CAUSE ACTUAL RESULTS TO BE MATERIALLY DIFFERENT FROM THOSE
SET FORTH IN THE FORWARD-LOOKING STATEMENTS. SUCH FACTORS INCLUDE BUT ARE NOT
LIMITED TO THE FOLLOWING GENERAL ECONOMIC AND BUSINESS CONDITIONS: COMPETITION;
THE ABILITY TO IMPLEMENT AND THE EFFECTIVENESS OF BUSINESS STRATEGY AND
DEVELOPMENT PLANS; QUALITY OF MANAGEMENT; BUSINESS ABILITIES AND JUDGMENT OF
PERSONNEL; AVAILABILITY OF QUALIFIED PERSONNEL; LABOR AND EMPLOYEE BENEFIT
COSTS; AND AVAILABILITY AND COST OF RAW MATERIALS AND SUPPLIES. CHINA ENERGY
RESOURCES CORPORATION WILL NOT UNDERTAKE AND SPECIFICALLY DECLINES ANY
OBLIGATION TO PUBLICLY RELEASE THE RESULT OF ANY REVISIONS WHICH MAY BE MADE TO
ANY FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE
OF SUCH STATEMENTS OR TO REFLECT THE OCCURRENCE OF ANTICIPATED OR UNANTICIPATED
EVENTS. PARTIES RECEIVING THIS RELEASE ARE ENCOURAGED TO REVIEW ALL FILINGS MADE
BY THE COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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CONTACT: -OR- INVESTOR RELATIONS COUNSEL:
China Energy Resources Corp. The Equity Group Inc.
Bill H. Zhao, Chairman of the Board Loren Goldstein (212) 836-9604
(301) 670-5595 [email protected]
Linda Latman (212) 836-9609
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-2-
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 ENERGY RESOURCES CORPORATION
By: /s/ Bill H. Zhao
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Bill H. Zhao
Chairman of the Board
Date: March 12, 1999
