<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
(Amendment No. 1 to Form 10-K)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITY
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 00028358
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CHINA CONTAINER HOLDINGS LIMITED
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 11-2243727
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation or Organization)
61, EAST GARDEN ROAD, YANGZHOU, JIANGSU, CHINA 225003
(Address of principal executive offices)
Registrant's Telephone Number, Including area code, (212) 629-7378
Securities registered pursuant to Section 12 (b) of the Act:
None.
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, $0.001 Par Value
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Indicate by check mark whether the registrant: (1) has filed all reports to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[X]
The aggregate market value of voting stock held by non-affiliates of the
registrant, based upon the closing sale price of common stock on October 17,
1997, as quoted on the OTC Bulletin Board of the National Association of
Securities Dealers, Inc., was approximately $443,817.
As of November 6, 1997, there were 25,000,273 shares of the registrant's
common stock outstanding.
The undersigned Registrant hereby amends Form 10-K for the fiscal year
ended December 31, 1996, by adding thereto Exhibit, the Financial Data
Schedule.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 CONTAINER HOLDINGS LIMITED
By /s/ Ma Tieyi
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Ma Tieyi
Secretary and Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Cheung Sau Yung Chairman of the Board, Director, November 10, 1997
- ---------------------- President and Chief Executive Officer
Cheung Sau Yung
/s/ Ma Tieyi Secretary and Treasurer November 10, 1997
- ----------------------
Ma Tieyi
/s/ Liu Jingxin Director November 10, 1997
- ----------------------
Liu Jingxin
/s/ Sung Hiu Ngan Director November 10, 1997
- ----------------------
Sung Hiu Ngan
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24. SEGMENT FINANCIAL INFORMATION (continued)
CHINA CONTAINER HOLDINGS LIMITED
EXHIBIT INDEX
Exhibit No. Description Page No.
- ---------- ----------- -------
3(1)* Articles of Incorporation of Registrant, filed
August 8, 1985.
3(2)* Articles of Amendment to the Articles of
Incorporation of Registrant, filed April 16, 1986
(changed name to Dial-A-Brand).
3(3)* Articles of Amendment to the Articles of
Incorporation of Registrant, filed May 15, 1995
(changed name to China Container Holdings Limited
and authorized issuance of preferred stock).
3(4)* By-Laws of Registrant.
3(5)+* Joint Venture Contract of Yangzhou Tongyun Container
Company Ltd., as amended.
3(6)+* Articles of Association of Yangzhou Tongyun Container
Company Ltd., as amended.
3(7)+* Joint Venture Contract of Yangzhou Tongsheng Container
Co. Ltd., as amended.
3(8)+* Articles of Association of Yangzhou Tongsheng Container
Co. Ltd., as amended.
3(9)+* Joint Venture Contract of Yangzhou Tonglee Reefer
Container Company Ltd.
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24. SEGMENT FINANCIAL INFORMATION (continued)
3(10)+* Articles of Association of Yangzhou Tonglee Reefer
Container Company Ltd.
10(1)* Sales Agreement, dated March 27,1996, between Yangzhou
Tongyun Container Company Ltd. and Container Trade
and Service, Ltd.
10(2)+* Employment Agreement, dated January 1, 1996, between
Yangzhou Tongyun Container Company Ltd. and Mr. Cheung
Sau Yung.
10(3)+* Service Agreement, dated April 1995, between Yangzhou
Tongyun Container Company Ltd. and Jiangsu Tongyun
Group Trading Company.
10(4)+* Service Agreement, dated June 1996, between Yangzhou
Tongsheng Container Co. Ltd. and Jiangsu Tongyun Group
Trading Company.
21* Subsidiaries of Registrant.
27 Financial Data Schedule
* Incorporated by reference to the registrant's Registration Statement on
Form 10, as amended.
+ English translation of Chinese language document
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-01-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-01-1996
<CASH> 2,873
<SECURITIES> 0
<RECEIVABLES> 6,188
<ALLOWANCES> 0
<INVENTORY> 41,804
<CURRENT-ASSETS> 65,498
<PP&E> 28,074
<DEPRECIATION> (4,937)
<TOTAL-ASSETS> 111,355
<CURRENT-LIABILITIES> 100,432
<BONDS> 0
0
0
<COMMON> 25
<OTHER-SE> 7,005
<TOTAL-LIABILITY-AND-EQUITY> 111,355
<SALES> 92,800
<TOTAL-REVENUES> 92,800
<CGS> 88,478
<TOTAL-COSTS> 88,478
<OTHER-EXPENSES> (10,260)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (4,490)
<INCOME-PRETAX> (5,938)
<INCOME-TAX> (160)
<INCOME-CONTINUING> (6,914)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,674)
<EPS-PRIMARY> (0.19)
<EPS-DILUTED> (0.19)
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