SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarter period ended March 31, 2001
--------------
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ___________ to _____________
CHINA RESOURCES DEVELOPMENT, INC.
(Exact Name of registrant as Specified in Charter)
Nevada 0-26046 87-02623643
(State or other Jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
Room 2105, West Tower, Shun Tak Centre,
200 Connaught Road C., Sheung Wan, Hong Kong
Telephone: 011-852-2810-7205
(Address and telephone number of
principal executive offices)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such requirements
for the past 90 days.
Yes X No
------ ------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 837,797 shares of common stock,
$0.001 par value, as of May 14, 2000.
CONVENTIONS
Unless otherwise specified, all references in this report to "U.S.
Dollars," "Dollars," "US$," or "$" are to United States dollars; all references
to "Hong Kong Dollars" or "HK$" are to Hong Kong dollars; and all references to
"Renminbi" or "RMB" or "Yuan" are to Renminbi Yuan, which is the lawful currency
of the People's Republic of China ("China" or "PRC"). The Company and Billion
Luck maintain their accounts in U.S. Dollars and Hong Kong Dollars,
respectively. HARC and its subsidiaries maintain their accounts in Renminbi. The
financial statements of the Company and its subsidiaries are prepared in
Renminbi. Translations of amounts from Renminbi to U.S. Dollars and from Hong
Kong Dollars to U.S. Dollars are for the convenience of the reader. Unless
otherwise indicated, any translations from Renminbi to U.S. Dollars or from U.S.
Dollars to Renminbi have been made at the single rate of exchange as quoted by
the People's Bank of China (the "PBOC Rate") on March 31, 2001, which was
approximately U.S.$1.00 = Rmb8.28. Translations from Hong Kong Dollars to U.S.
Dollars have been made at the single rate of exchange as quoted by the Hongkong
and Shanghai Banking Corporation Limited on March 31, 2001, which was
approximately US$1.00 = HK$7.80. The Renminbi is not freely convertible into
foreign currencies and the quotation of exchange rates does not imply
convertibility of Renminbi into U.S. Dollars or other currencies. All foreign
exchange transactions take place either through the Bank of China or other banks
authorized to buy and sell foreign currencies at the exchange rates quoted by
the People's Bank of China. No representation is made that the Renminbi or U.S.
Dollar amounts referred to herein could have been or could be converted into
U.S. Dollars or Renminbi, as the case may be, at the PBOC Rate or at all.
References to "Billion Luck" are to Billion Luck Company Ltd., a
British Virgin Islands company, which is a wholly-owned subsidiary of the
Company.
References to "Company" are to China Resources Development, Inc., and
include, unless the context requires otherwise, the operations of its
subsidiaries (all as hereinafter defined).
References to "Farming Bureau" are to the Hainan Agricultural
Reclamation General Company, a division of the Ministry of Agriculture, the PRC
government agency responsible for matters relating to agriculture.
References to "Hainan" are to Hainan Province of the PRC.
References to "Hainan Weilin" are to Hainan Weilin Timber Limited
Liability Company, a limited liability company organized in the PRC, whose
capital is owned 58% by HARC and 42% by Haikou Mechanical Factory, a PRC entity
which is owned and controlled by the Farming Bureau.
References to "HARC" are to Hainan Zhongwei Agricultural Resources
Company Limited, a company organized in the PRC, whose capital is owned 56% by
Billion Luck, 39% by the Farming Bureau and 5% by the Company.
References to the "PRC" or "China" include all territory claimed by or
under the control of the Central Government, except Hong Kong, Macau, and
Taiwan.
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES
CONDENSED CONSOLIDATED INCOME STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
(Amounts in thousands, except share and per share data)
Three Months Ended March 31,
--------------------------------------
2001 2000 2001
-------- -------- --------
RMB RMB US$
NET SALES 4,528 1,397 547
COST OF SALES (4,199) (1,296) (507)
-------- -------- --------
GROSS PROFIT 329 101 40
DEPRECIATION (173) (200) (21)
AMORTIZATION (1,338) -- (162)
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES (3,989) (4,449) (482)
FINANCIAL INCOME/
(EXPENSES), NET (70) 40 (8)
OTHER INCOME, NET 10,547 13,019 1,274
-------- -------- --------
INCOME BEFORE
INCOME TAXES 5,306 8,511 641
INCOME TAXES (1,262) (1,957) (152)
-------- -------- --------
INCOME BEFORE
MINORITY INTERESTS 4,044 6,554 489
MINORITY INTERESTS 1,070 (4,417) 129
-------- -------- --------
NET INCOME 5,114 2,137 618
======== ======== ========
BASIC AND DILUTED
EARNINGS PER SHARE 6.10 3.60 0.74
======== ======== ========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 837,797 592,900 837,797
======== ======== ========
See notes to condensed consolidated financial statements.
3
CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 2001 AND DECEMBER 31, 2000
(Amounts in thousands, except share and per share data)
March 31, December 31, March 31,
2001 2000 2001
RMB RMB US$
Notes (Unaudited) (Note) (Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents 79,277 37,547 9,575
Marketable securities 2 869 62,384 105
Trade receivables 88 88 11
Inventories - finished goods 2,900 1,884 350
Other receivables, deposits and prepayments 9,192 11,721 1,110
Amount due from Farming Bureau 13,509 13,509 1,632
Amounts due from related companies 1,137 1,168 137
-------- -------- --------
TOTAL CURRENT ASSETS 106,972 128,301 12,920
PROPERTY AND EQUIPMENT 3 13,148 13,304 1,588
INVESTMENTS 184,374 184,374 22,268
INTANGIBLE ASSETS 6,522 7,860 788
-------- -------- --------
TOTAL ASSETS 311,016 333,839 37,564
======== ======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable 732 748 88
Other payables and accrued liabilities 4 8,076 16,653 975
Margin loan payable 5 -- 18,572 --
Due to investment adviser 12,253 12,253 1,480
Income taxes payable/(recoverable) 1,037 (225) 125
Amounts due to related companies 666 666 81
-------- -------- --------
TOTAL CURRENT LIABILITIES 22,764 48,667 2,749
MINORITY INTERESTS 113,430 115,480 13,700
-------- -------- --------
TOTAL LIABILITIES AND MINORITY
INTERESTS 136,194 164,147 16,449
-------- -------- --------
SHAREHOLDERS' EQUITY Common stock, US$0.001 par value:
Authorized - 200,000,000 shares in 2001
and 2000
Issued and outstanding - 837,797 shares in
2001
and 2000 7 7 1
Preferred stock, authorized -
10,000,000 shares in 2001 and 2000
Series B preferred stock, US$0.001 par
value:
Authorized - 320,000 shares in 2001
and 2000
Issued and outstanding - 320,000
shares
in 2001 and 2000 3 3 --
Additional paid-in capital 169,052 169,052 20,418
Reserves 28,028 28,028 3,385
Accumulated deficits (22,302) (27,416) (2,693)
Accumulated other comprehensive gain 34 18 4
-------- -------- --------
TOTAL SHAREHOLDERS' EQUITY 174,822 169,692 21,115
-------- -------- --------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY 311,016 333,839 37,564
======== ======== ========
Note: The balance sheet at December 31, 2000 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
See notes to condensed consolidated financial statements.
4
CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2001
(Amounts in thousands)
Accumulated
Series B Additional other
Common preferred paid-in Accumulated comprehensive
stock stock Capital Reserves deficits gain Total
RMB RMB RMB RMB RMB RMB RMB
Balance at January
1, 2001 7 3 169,052 28,028 (27,416) 18 169,692
Net income -- -- -- -- 5,114 -- 5,114
Currency translation
Adjustments -- -- -- -- -- 16 16
-------
Comprehensive gain -- -- -- -- -- -- 5,130
-------
------- -------- ------- ------- ------- ------- -------
Balance at March
31, 2001 7 3 169,052 28,028 (22,302) 34 174,822
======= ======= ======= ======= ======= ======= =======
See notes to condensed consolidated financial statements.
5
CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
(Amounts in thousands)
Three months ended March 31,
----------------------------
2001 2000 2001
---- ---- ----
RMB RMB US$
Net cash provided by/(used in) operating activities 41,747 (9,705) 5,042
INVESTING ACTIVITIES
Purchases of property and equipment (17) (1,454) (2)
Proceeds from disposal of investments -- 928 --
Proceeds from disposal of property and equipment -- 1,547 --
------- ------- -------
Net cash provided by/(used in) investing activities (17) 1,021 (2)
------- ------- -------
FINANCING ACTIVITIES
Reduction in minority interests -- (1,173) --
------- ------- -------
NET INCREASE/(DECREASE) IN CASH AND CASH
EQUIVALENTS 41,730 (9,857) 5,040
Cash and cash equivalents, at beginning of period 37,547 38,138 4,535
------- ------- -------
Cash and cash equivalents, at end of period 79,277 28,281 9,575
======= ======= =======
See notes to condensed consolidated financial statements.
6
CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Amounts in thousands)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three months period ended
March 31, 2001, are not necessarily indicative of the results that may
be expected for the year ending December 31, 2001.
The balance sheet at December 31, 2000 has been derived from the
audited financial statements at that date but does not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. For further information,
refer to the consolidated financial statements and footnotes thereto
included in the Company's annual report on Form 10-K for the year ended
December 31, 2000.
2. MARKETABLE SECURITIES
March 31, December 31,
2001 2000
RMB RMB
Trading securities listed on the Hong Kong
Stock Exchange
At cost 2,846 78,798
Less: unrealized loss (1,977) (16,414)
------ -------
Fair value 869 62,384
====== ======
3. PROPERTY AND EQUIPMENT, NET
March 31, December 31,
2001 2000
RMB RMB
At cost:
Buildings and leasehold improvements 4,843 4,843
Machinery, equipment and motor vehicles 10,930 10,913
------ -------
15,773 15,756
Accumulated depreciation: (2,625) (2,452)
------ -------
Net book value 13,148 13,304
====== =======
7
4. OTHER PAYABLES AND ACCRUED LIABILITIES
March 31, December 31,
2001 2000
RMB RMB
Other payables 4,953 10,783
Accrued liabilities 3,123 2,688
Call options written, at fair value
(premium received RMB3,182) -- 3,182
------ -------
8,076 16,653
====== ======
5. MARGIN LOAN PAYABLE
The Company had a margin loan payable balance of RMB18,572 as of
December 31, 2000 which was used to purchase marketable securities
listed on the Hong Kong Stock Exchange. The margin loan was repaid as
the securities were sold in the first quarter of 2001.
8
6. SEGMENT FINANCIAL INFORMATION
Three months ended March 31,
2001 2000
RMB RMB
Net sales to external customers:
Supermarket operations, net sales to
unaffiliated customers 1,343 1,151
Processed timber, net sales to
unaffiliated customers -- 246
Natural rubber, net sales to
unaffiliated customers 3,185 --
------ ------
Total consolidated net sales 4,528 1,397
====== ======
Segment profit/(loss):
Supermarket operations 89 (40)
Processed timber (41) (164)
Natural rubber (501) --
------ ------
Total segment loss (453) (204)
Reconciling items:
Corporate expenses (4,559) (4,288)
Gain on trading of marketable securities 7,208 12,983
Premium earned on written call options 3,180 --
Interest income 159 20
Interest expense (229) --
------ ------
Total consolidated income
before income taxes 5,306 8,511
====== ======
March 31, December 31,
2001 2000
RMB RMB
Segment assets:
Supermarket operations 6,466 6,416
Processed timber 7,262 7,303
Natural rubber 44,363 62,812
------ ------
Total segment assets 58,091 76,531
Reconciling items:
Corporate assets 68,551 72,934
Investments 184,374 184,374
------- -------
Total consolidated assets 311,016 333,839
======= =======
9
7. POST BALANCE SHEET EVENT
On April 30, 2001, the Company's wholly-owned subsidiary, Billion Luck,
through its nominees, acquired the 39% equity interest in its 61%-owned
subsidiary, HARC, from the Farming Bureau, for total consideration of
RMB129,405 (US$15,629) (the "Purchase Consideration"). Following the
acquisition, HARC has become an indirect wholly-owned subsidiary of the
Company. Concurrent with the acquisition, HARC has entered into several
agreements with the Farming Bureau to dispose of certain assets,
including 24,877,008 shares of Hainan Sundiro Motorcycle Co. Ltd., a
13% equity interest in Xilian Timber Mill and a 58% equity interest in
Hainan Weilin, valued in the aggregate at RMB78,800 (US$9,517). The
Company has ceased the timber processing operations following the
disposition of its 58% interest in Hainan Weilin. Management does not
anticipate recording a loss on the disposition of these assets.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
OF OPERATION
RESULTS OF OPERATIONS
The following table shows the selected unaudited condensed consolidated
income statement data of the Company and its subsidiaries for the three months
ended March 31, 2001 and 2000. The data should be read in conjunction with the
unaudited Condensed Consolidated Financial Statements of the Company and related
notes thereto.
The discussions below are presented in the Company's primary operating
currency, which is the Renminbi Yuan ("RMB"). For information purposes only, the
amounts may be translated into U.S. dollars at an exchange rate of $1.00 =
RMB8.28, which represents the approximate single rate of exchange as quoted by
the People's Bank of China on March 31, 2001. No representation is made that RMB
amounts could have been, or could be, converted into U.S. dollars at that rate
or any other rate.
(Amounts in thousands) Three months ended March 31,
----------------------------
2001 2000
RMB RMB
Net sales:
Supermarket operations 1,343 1,151
Processed timber -- 246
Natural rubber 3,185 --
---------- ----------
4,528 1,397
---------- ----------
Gross profit 329 101
Gross profit margin (%) 7.27 7.23
Income before income taxes 5,306 8,511
Income taxes (1,262) (1,957)
---------- ----------
Income before minority interest 4,044 6,554
Minority interests 1,070 (4,417)
---------- ----------
Net income 5,114 2,137
========== ==========
NET SALES AND GROSS PROFIT
Supermarket operations were established by the Company in the fourth
quarter of 1999. Net sales from supermarket operations increased by 16.7% from
RMB1,151,000 (US$139,000) for the first quarter of 2000 to RMB1,343,000
(US$162,000) for the first quarter of 2001. For the first quarter of 2001,
supermarket operations had gross profit and gross profit margin of RMB325,000
(US$39,000) and 24.2%, respectively. For the first quarter of 2000, supermarket
operations had gross profit and gross profit margin of RMB196,000 (US$24,000)
and 17.0%, respectively. The increase in net sales and gross profit margin were
due to the successful marketing efforts of the Company and its ability to source
less expensive and better quality products from suppliers.
Processed timber operations commenced in the first quarter of 2000.
Disposition of the processed timber business resulted in a gross loss of
RMB95,000 (US$11,000) or 38.6% on sales for the first quarter of 2000, as the
processing factory was still in the start-up phase and was operated at one-third
of its full capacity. There were no sales of processed timber in the first
quarter of 2001 as market conditions were poor and the Company was reluctant to
sell the processed timber at a reduced price. The Company's disposition of its
58% interest in Hainan Weilin to the Farming Bureau in the second quarter of
2001 resulted in cessation of its timber processing operations (see Note 7 to
condensed consolidated financial statements).
Notwithstanding the cessation of natural rubber operations in early
2000, the Company engages in trading of natural rubber occasionally when a
profit is anticipated. During the first quarter of 2001, the Company had sales
of RMB3,185,000 (US$385,000) and gross profit margin of 0.1%. The natural rubber
market remained relatively stable in 2000 and 2001 and management anticipates
that natural rubber prices will continue to remain stable for the foreseeable
future. Therefore, the Company has decided to trade natural rubber again in the
first quarter of 2001.
11
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses for the first quarter of
2001 decreased by 10% to RMB4.0 million (US$482,000) from RMB4.4 million
(US$531,000) for the first quarter of 2000. The decrease was mainly due to set
up costs incurred for its supermarket and timber operations in the first quarter
of 2000, including professional and registration expenses for establishing new
subsidiaries.
AMORTIZATION
Expenses for the first quarter of 2001 represented amortization of
acquired website technology on June 30, 2000 on the straight-line basis over two
years.
FINANCIAL INCOME/(EXPENSES), NET
Net financial income for the first quarter of 2000 was RMB40,000
(US$5,000), while the net financial expenses for the first quarter of 2001 was
RMB70,000 (US$8,000). The change from net income to net expenses was due to
margin loan interest expenses of RMB216,000 (US$26,000) incurred in the first
quarter of 2001 which were partly offset by an increase in interest income of
RMB106,000 (US$13,000) resulting from an increase in bank deposits in the first
quarter of 2001.
OTHER INCOME, NET
Other income for the first quarter of 2000 represented a net gain on
trading of marketable securities. Other income for the first quarter of 2001
represented a net gain on trading of marketable securities of RMB7.2 million
(US$870,000) and a premium earned on written call options of RMB3.2 million
(US$386,000).
INCOME TAXES
It is management's intention to reinvest all the income attributable to
the Company earned by its operations outside the US. Accordingly, no US federal
and state income taxes have been provided in these consolidated financial
statements.
Income taxes for the first quarter of 2000 consisted of PRC federal
income tax computed at 15% on assessable income in 2000 for foreign investment
enterprises operating in Hainan. Income taxes for the first quarter of 2001
consisted of under-provision of PRC federal income tax on assessable income in
2000 for foreign investment enterprises operating in Hainan.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary liquidity needs are to fund inventories, trade
receivables and operating expenses, and to expand business operations. The
Company has financed its working capital requirements primarily through
internally generated cash.
The Company had a working capital surplus of approximately RMB84.2
million (US$10.2 million) as of March 31, 2001, compared to that of
approximately RMB79.6 million (US$9.6 million) as of December 31, 2000. Net cash
provided by operating activities for the three months ended March 31, 2001 was
approximately RMB41.7 million (US$5.0 million), as compared to net cash used in
operating activities of RMB9.7 million (US$1.2 million) for the corresponding
period in 2000. Net cash flows from the Company's operating activities are
attributable to the Company's income and changes in operating assets and
liabilities.
There has been no other significant change in financial condition and
liquidity since the fiscal year ended December 31, 2000. The Company believes
that internally generated funds will be sufficient to satisfy its anticipated
working capital needs for at least the next twelve months.
12
MARKET RISK AND RISK MANAGEMENT POLICIES
All of the Company's sales and purchases are made domestically and are
denominated in Renminbi. Accordingly, the Company and its subsidiaries do not
have material market risk with respect to currency fluctuation. As the reporting
currency of the Company's consolidated financial statements is also Renminbi,
there is no significant translation difference arising on consolidation.
However, the Company may suffer exchange loss when it converts Renminbi to other
currencies, such as Hong Kong dollars or United States dollars.
The Company's interest income is most sensitive to changes in the
general level of Renminbi interest rates. In this regard, changes in Renminbi
interest rates affect the interest earned on the Company's cash equivalents. As
at March 31, 2001, the Company's cash equivalents are mainly Renminbi, Hong Kong
Dollar and United States Dollar deposits with financial institutions, bearing
market interest rates without fixed term.
As at March 31, 2001, the Company had short-term investments in
marketable securities in the Hong Kong stock market with a total market value of
RMB869,000 (US$105,000). These investments expose the Company to market risks
that may cause the future value of these investments to be lower than the
original cost of such investments.
FINANCIAL POSITION
Marketable Securities
Marketable securities decreased by 99% from December 31, 2000 to March 31, 2001
due to the sale of the securities in the first quarter of 2001.
Margin Loan Payable
The margin loan payable at December 31, 2000 was used to purchase marketable
securities. The margin loan was repaid when the securities were sold in the
first quarter of 2001.
Other Payables and Accrued Liabilities
In the first quarter of 2001, the Company recognized the call option premium of
RMB3,182,000 (US$384,000) included in other payables and accrued liabilities.
Also, the Company repaid a short term loan payable in the amount of RMB5,830,000
(US$704,000).
13
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS:
NONE
ITEM 2. CHANGES IN SECURITIES:
NONE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES:
NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
NONE
ITEM 5. OTHER INFORMATION:
NONE
14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following Exhibits are filed as part of this Form 10-Q
or incorporated by reference as indicated below:
Exhibit No. Exhibit Description
----------- -------------------
10.1 Agreement for the Sale and Purchase of Shares in HARC by and
between the Farming Bureau and Shenzhen Shenhua Investment Co.
Ltd. dated April 17, 2001 (Certified English translation of
original Chinese version filed as Exhibit 10.27 to Current
Report on Form 8-K filed May 17, 2001, and incorporated herein
by reference.)
10.2 Agreement for the Sale and Purchase of Shares in HARC by and
between the Farming Bureau and Shenzhen Fengsun Development
Co. Ltd. dated April 17, 2001 (Certified English translation
of original Chinese version filed as Exhibit 10.28 to Current
Report on Form 8-K filed May 17, 2001, and incorporated herein
by reference.)
10.3 Agreement for the Sale and Purchase of Shares in HARC by and
between the Farming Bureau and Hainan Zhongwei Trading Co.
Ltd. dated April 17, 2001 (Certified English translation of
original Chinese version filed as Exhibit 10.29 to Current
Report on Form 8-K filed May 17, 2001, and incorporated herein
by reference.)
10.4 Agreement for the Sale and Purchase of Shares in HARC by and
between the Farming Bureau and Shenzhen Chaopeng Investment
Co. Ltd. dated April 17, 2001 (Certified English translation
of original Chinese version filed as Exhibit 10.30 to Current
Report on Form 8-K filed May 17, 2001, and incorporated herein
by reference.)
10.5 Agreement for the Sale and Purchase of Shares in HARC by and
between the Farming Bureau and Shenzhen Feishang Development
Co. Ltd. dated April 17, 2001 (Certified English translation
of original Chinese version filed as Exhibit 10.31 to Current
Report on Form 8-K filed May 17, 2001, and incorporated herein
by reference.)
10.6 Form of Declaration of Trust (Certified English translation of
original Chinese version filed as Exhibit 10.32 to Current
Report on Form 8-K filed May 17, 2001, and incorporated herein
by reference.)
10.7 Agreement for the Sale and Purchase of Shares in Xilian Timber
Mill by and between HARC and the Farming Bureau dated April
17, 2001 (Certified English translation of original Chinese
version filed as Exhibit 10.33 to Current Report on Form 8-K
filed May 17, 2001, and incorporated herein by reference.)
10.8 Agreement for the Sale and Purchase of Shares in Hainan Weilin
by and between HARC and the Farming Bureau dated April 17,
2001 (Certified English translation of original Chinese
version filed as Exhibit 10.34 to Current Report on Form 8-K
filed May 17, 2001, and incorporated herein by reference.)
10.9 Agreement for the Sale and Purchase of Shares in Hainan
Sundiro Motorcycle Co. Ltd. by and between HARC and the
Farming Bureau dated April 17, 2001 (Certified English
translation of original Chinese version filed as Exhibit 10.35
to Current Report on Form 8-K filed May 17, 2001, and
incorporated herein by reference.)
11 Computation of Earnings/(Loss) Per Share (Contained in
Financial Statements in Part I, Item I hereof.)
(b) During the three months ended March 31, 2001, the Company
filed no current report on Form 8-K. The Company filed one
current report on Form 8-K on May 17, 2001, that report
reported, in Item 2, the acquisition of the 39% equity
interest in HARC by Billion Luck, through its nominees, from
the Farming Bureau for total consideration of Rmb129,405,000
(US$15,629,000) and the Company's disposition of certain
assets to the Farming Bureau, including 24,877,008 shares of
Hainan Sundiro Motortcycle Co. Ltd., a 13% equity interest in
Xilian Timber Mill and a 58% equity interest in Hainan Weilin,
for total consideration of RMB78,800,000 (US$9,517,000).
15
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 RESOURCES DEVELOPMENT, INC.
May 21, 2001 By:/s/ Ching Lung Po
-------------------------------------
Ching Lung Po, Chairman
By:/s/ Tam Cheuk Ho
-----------------------------------
Tam Cheuk Ho, Chief Financial Officer
16