-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JAFFQMC6sETcTjexhrsnZzjMPLZllwOGW0oPW4/87MD6Sy/nAvRYA9LZDODRxB/c O6UyxzrF2dUcDbT3130LHA== 0001042910-99-000557.txt : 19990514 0001042910-99-000557.hdr.sgml : 19990514 ACCESSION NUMBER: 0001042910-99-000557 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHINA RESOURCES DEVELOPMENT INC CENTRAL INDEX KEY: 0000793628 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISCELLANEOUS NONDURABLE GOODS [5190] IRS NUMBER: 870263643 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-26046 FILM NUMBER: 99619393 BUSINESS ADDRESS: STREET 1: 23/F OFFICE TOWER, CONVENTION PLAZA STREET 2: 1 HARBOUR ROAD CITY: WANCHAI STATE: K3 ZIP: 84119 BUSINESS PHONE: 011-852-2810-7205 MAIL ADDRESS: STREET 1: C/O BAKER & HOSTETLER STREET 2: P O BOX 112 CITY: ORLANDO STATE: FL ZIP: 32802 FORMER COMPANY: FORMER CONFORMED NAME: MAGENTA CORP DATE OF NAME CHANGE: 19940217 10-Q 1 QUARTERLY REPORT 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, 1999 -------------- [ ] 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 33-5628-NY 87-0263643 ------ ---------- ---------- (State or other Jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) Room 2005, 20/F, Universal Trade Centre, 3-5A Arbuthnot Road, Central, Hong Kong Telephone: 011-852-28107205 (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: 5,929,004 shares of common stock, $0.001 par value, as of May 14, 1999. Page 1 of 23 pages Exhibit Index on Page 19 CONVENTIONS Unless otherwise specified, all references in this report to "U.S. Dollars," "Dollars," "US$," 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 the Operating 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, 1999, 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, 1999, which was approximately US$1.00 = HK$7.75. 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" and "Registrant" are to China Resources Development, Inc., and include, unless the context requires otherwise, the operations of Billion Luck, HARC, First Supply, and Second Supply (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 "First Supply" are to First Goods And Materials Supply And Sales Corporation, a company organized in the PRC and a wholly-owned subsidiary of HARC. References to "Guilinyang Farm" are to Hainan Province Guilinyang State Farm, a PRC entity which is owned and controlled by the Farming Bureau. References to "Hainan" are to Hainan Province of the PRC. References to "Hainan State Farms" are to the rubber farms in Hainan 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 "Operating Subsidiaries" are to the consolidated operations, assets and/or activities, as the context indicates, of First Supply, and Second Supply. 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. References to "Second Supply" are to Second Goods And Materials Supply And Sales Corporation, a company organized in the PRC and a wholly-owned subsidiary of HARC. References to "Tons" are to metric tons. 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, 1999 AND 1998 (Amounts in thousands, except share and per share data)
Three Months Ended March 31, ---------------------------- 1999 1998 1999 ---- ---- ---- RMB RMB US$ NET SALES 21,355 93,227 2,579 COST OF SALES (21,140) (90,324) (2,553) ---------- ---------- ---------- GROSS PROFIT 215 2,903 26 DEPRECIATION (485) (389) (58) SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (5,139) (8,006) (621) FINANCIAL INCOME, NET 183 43 22 OTHER EXPENSES, NET (330) (1,342) (40) ---------- ---------- ---------- LOSS BEFORE INCOME TAXES (5,556) (6,791) (671) INCOME TAXES -- -- -- ---------- ---------- ---------- LOSS BEFORE MINORITY INTERESTS (5,556) (6,791) (671) MINORITY INTERESTS 1,207 1,316 146 ---------- ---------- ---------- NET LOSS (4,349) (5,475) (525) ========== ========== ========== BASIC AND DILUTED LOSS PER SHARE (0.73) (0.91) (0.09) ========== ========== ========== WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 5,929,004 6,029,004 5,929,004 ========== ========== ==========
See notes to condensed consolidated financial statements. 3 CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 1999 AND DECEMBER 31, 1998 (Amounts in thousands)
March 31, December 31, March 31, --------- ------------ --------- 1999 1998 1999 ---- ---- ---- RMB RMB US$ Notes (Unaudited) (Note) (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents 89,532 129,238 10,813 Trade receivables 5,757 8,463 695 Inventories 2 13,069 10,569 1,579 Other receivables, deposits and prepayments 82,452 30,449 9,958 Amount due from Farming Bureau 34,077 33,667 4,116 Amounts due from related companies 32,733 30,802 3,953 ---------- ---------- ---------- TOTAL CURRENT ASSETS 257,620 243,188 31,114 PROPERTY AND EQUIPMENT 3 6,286 7,243 759 INVESTMENTS 119,301 119,301 14,408 GOODWILL 987 994 119 ---------- ---------- ---------- TOTAL ASSETS 384,194 370,726 46,400 ========== ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable 15,469 12,204 1,868 Other payables and accrued liabilities 32,982 15,476 3,983 Income taxes payable 16,366 16,366 1,977 Amounts due to related companies 29,544 31,291 3,568 ---------- ---------- ---------- TOTAL CURRENT LIABILITIES 94,361 75,337 11,396 MINORITY INTERESTS 106,738 107,945 12,891 ---------- ---------- ---------- TOTAL LIABILITIES AND MINORITY INTERESTS 201,099 183,282 24,287 ---------- ---------- ---------- SHAREHOLDERS' EQUITY Common stock, US$0.001 par value: Authorized - 200,000,000 shares in 1999 and 1998 Issued and outstanding - 5,929,004 shares in 1999 and 1998 49 49 6 Preferred stock, authorized - 10,000,000 shares in 1999 and 1998 Series B preferred stock, US$0.001 par value: Authorized - 3,200,000 shares in 1999 and 1998 Issued and outstanding - 3,200,000 shares in 1999 and 1998 27 27 3 Additional paid-in capital 156,564 156,564 18,909 Reserves 26,274 26,274 3,174 Retained earnings 185 4,534 22 Accumulated other comprehensive income/(loss) (4) (4) (1) ---------- ---------- ---------- TOTAL SHAREHOLDERS' EQUITY 183,095 187,444 22,113 ---------- ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 384,194 370,726 46,400 ========== ========== ==========
Note: The balance sheet at December 31, 1998 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. See notes to condensed consolidated financial statements. 4 CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 1999 (Amounts in thousands)
Accumulated Series A Series B Additional other Common preferred preferred paid-in Retained comprehensive stock stock stock capital Reserves earnings income/(loss) Total ----- ----- ----- ------- -------- -------- ------------- ----- RMB RMB RMB RMB RMB RMB RMB Balance at January 1, 1999 49 - 27 156,564 26,274 4,534 (4) 187,444 Net loss (4,349) (4,349) -------- ------ ------ ------- ------ --------- ------ -------- Balance at March 31, 1999 49 - 27 156,564 26,274 185 (4) 183,095 ======== ====== ====== ======= ====== ======== ====== ========
See notes to condensed consolidated financial statements. 5 CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (Amounts in thousands)
Three months ended March 31, ---------------------------- 1999 1998 1998 ---- ---- ---- RMB RMB US$ OPERATING ACTIVITIES Net loss (4,349) (5,475) (525) Adjustments to reconcile net loss to net cash provided by/(used by) operating activities: Depreciation and amortization 492 395 59 Minority interests (1,207) (1,316) (146) Loss on disposal of property and equipment 454 -- 55 Changes in operating assets and liabilities: Trade receivables 2,706 (47,555) 327 Inventories (2,500) 38,883 (302) Other receivables, deposits and prepayments (52,003) (53,907) (6,281) Amount due from Farming Bureau (410) 11,691 (49) Amounts due from related companies (1,931) (13,003) (233) Accounts payable 3,265 (3,072) 395 Other payables and accrued liabilities 17,506 (2,212) 2,114 Income taxes payable -- (3,075) -- Amounts due to related companies (1,747) -- (211) -------- -------- -------- Net cash used in operating activities (39,724) (78,646) (4,797) -------- -------- -------- INVESTING ACTIVITIES Purchases of property and equipment (42) (341) (5) Proceeds from disposal of property and equipment 60 -- 7 -------- -------- -------- Net cash provided by/(used in) investing activities 18 (341) 2 -------- -------- -------- NET DECREASE IN CASH AND CASH EQUIVALENTS (39,706) (78,987) (4,795) Cash and cash equivalent, at beginning of period 129,238 124,547 15,608 -------- -------- -------- Cash and cash equivalent, at end of period 89,532 45,560 10,813 ======== ======== ========
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, 1999, are not necessarily indicative of the results that may be expected for the year ending December 31, 1999.
2. INVENTORIES March 31, December 31, --------- ------------ 1999 1998 ---- ---- RMB RMB Finished goods 13,069 10,569 ====== ====== 3. PROPERTY AND EQUIPMENT, NET March 31, December 31, --------- ------------ 1999 1998 ---- ---- RMB RMB At cost: Buildings and leasehold improvements 5,509 6,052 Machinery, equipment and motor vehicles 6,768 6,904 ---------- ---------- 12,277 12,956 Accumulated depreciation: (5,991) (5,713) ---------- ---------- Net book value 6,286 7,243 ========== ==========
7
4. SEGMENT FINANCIAL INFORMATION Three months ended March 31, ---------------------------- 1999 1998 ---- ---- RMB RMB Net sales to external customers: Natural rubber Net sales to unaffiliated customers 16,567 53,140 Net sales to affiliates - 3,296 --------- --------- 16,567 56,436 --------- --------- Materials, supplies and other agricultural products: Net sales to unaffiliated customers 83 30,484 Net sales to affiliates 4,705 6,307 --------- --------- 4,788 36,791 --------- --------- Total consolidated net sales 21,355 93,227 ========= ========= Segment loss: Natural rubber (3,098) (2,353) Material, supplies and other agricultural products (101) (1,035) --------- --------- Total segment loss (3,199) (3,388) Reconciling items: Corporate expenses (2,540) (3,559) Interest income 209 242 Interest expense (26) (86) --------- --------- Total consolidated loss before income taxes (5,556) (6,791) ========= ========= Segment assets: Natural rubber 259,905 244,418 Material, supplies and other agricultural products 15,620 32,397 ---------- ---------- Total segment asset 275,525 276,815 Reconciling items: Corporate assets 19,354 48,934 Investments 119,301 147,671 Intersegment receivables (29,986) (50,690) ---------- ---------- Total consolidated assets 384,194 422,730 ========== ==========
8 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 statements data of the Company and its subsidiaries for the three months ended March 31, 1999 and 1998. 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, the amounts have been 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, 1999. 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, ---------------------------- 1999 1998 ---- ---- RMB RMB Net sales: Natural rubber 16,567 56,436 Materials, supplies and other agricultural products 4,788 36,791 ---------- ---------- 21,355 93,227 ---------- ---------- Gross profit 215 2,903 Gross profit margin (%) 1.01 3.11 Loss before income taxes (5,556) (6,791) Income taxes - - ---------- ---------- Loss before minority interests (5,556) (6,791) Minority interests 1,207 1,316 ---------- ---------- Net loss (4,349) (5,475) ========== ==========
NET SALES AND GROSS PROFIT Total net sales for the first quarter of fiscal 1999 decreased by approximately RMB72 million (US$8.7 million) or 77% to approximately RMB21 million (US$2.6 million), compared to approximately RMB93 million (US$11.2 million) for the corresponding period in 1998. Net sales of natural rubber declined by approximately RMB40 million (US$4.8 million) or 71% to approximately RMB17 million (US$2.0 million), compared to approximately RMB56 million (US$6.8 million) for the corresponding period in 1998. Net sales revenue from the procurement of materials and supplies decreased by approximately RMB32 million (US$3.9 million) or 87% to approximately RMB5 million (US$600,000), compared to approximately RMB37 million (US$4.5 million) for the corresponding period in 1998. Despite of the fact that the average natural rubber price for the first quarter of 1999 increased to approximately Rmb8,000 per ton, comparing to approximately Rmb7,500 per ton for the corresponding period in 1998, net sales of natural rubber decreased by approximately 71% which was attributable to the weak consumption market and the competition from imported rubber. The decrease in net sales of procurement of materials, supplies and other agricultural products in 1999 was mainly due to the sales of barley of Rmb29 million (US$3.5 million) in 1998. There was no sales of barley in 1999 as this product was not profitable and the management decided to suspend the trading of this product. Overall gross profit decreased by approximately RMB2.7 million (US$325,000) or 93% to RMB215,000 (US$26,000) for the nine months of 1999 from approximately RMB2.9 million (US$350,000) for the corresponding period in 1998. Gross profit margin decreased to 1.01% for the three months of 1999 from 3.11% for the corresponding period in 1998. The decrease in gross profit margin was primarily due to the gross loss on the procurement business. 9 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Selling, general and administrative expenses for the three months of 1999 were RMB5.1 million (US$616,000), compared to RMB8.0 million (US$966,000) for the corresponding period in 1998. The decrease was mainly due to the Company's measures to control cost, including salary cut and reduction of entertainment expenses. FINANCIAL INCOME, NET Net financial income increased by RMB138,000 (US$17,000) to RMB183,000 (US$22,000) for the three months of 1999 compared to RMB43,000 (US$5,000) for the corresponding period in 1998. The increase was due to the fact that the Company had more cash deposits with financial institutions during the first quarter of 1999 in comparing with the corresponding period in 1998. OTHER EXPENSES, NET Other expenses, net decreased by approximately RMB1 million (US$122,000) or 75% from RMB1.3 million (US$157,000) for the three months of 1998 to RMB330,000 (US$40,000) for the corresponding period in 1999. The net expenses for the three months of 1998 mainly represented net loss from the trading of rubber futures contracts. The net expenses for the three months of 1999 mainly represented the loss on disposal of fixed assets. MINORITY INTERESTS Pursuant to an Agreement for the Sale and Purchase of Share in HARC dated April 30, 1998 between Guilinyang Farm and the Company, the Company purchased 5,000,000 shares, representing 5% of the total issued and outstanding share capital of HARC, from Guilinyang Farm for a total consideration of RMB7 million (US$846,000). After the said purchase, the Company's effective interest in HARC increased from 56% to 61%. Minority interests after the said purchase represent a 39% interest in HARC held by the Farming Bureau compared with 44% before the said purchase. LIQUIDITY AND CAPITAL RESOURCES The Company's primary liquidity needs are to fund inventories and trade receivables and, to a lesser extent, to expand business operations. The Company has financed its working capital requirements primarily through internally generated cash. The Company has a working capital surplus of approximately RMB163 million (US$19.7 million) as of March 31, 1999, compared to that of approximately RMB168 million (US$20.0 million) as of December 31, 1998. Net cash used in operating activities for the three months ended March 31, 1999 was approximately RMB40 million (US$4.8 million) as compared to approximately RMB79 million (US$9.5 million) for the corresponding period in 1998. 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, 1998. The Company believes that internally generated funds will be sufficient to satisfy its anticipated working capital needs for at least the next twelve months. MARKET RISK AND RISK MANAGEMENT POLICIES The Company's interest income is most sensitive to changes in the general level of interest rates. As at March 31, 1999, approximately 85% of the Company's cash equivalents are mainly Renminbi and Hong Kong Dollars deposits with financial institution, bearing market interest rates without fixed term. The remaining balance of cash equivalents are Hong Kong Dollars short term fixed deposits. 10 Since 1996, the Company's board of directors has adopted a risk management resolution authorizing the management to enter natural rubber commodities futures contracts for hedging the price risk associated with certain firm commitments for the purchase of natural rubber. The Company also trades natural rubber commodity futures contracts which are not specific hedges. As at March 31, 1999, the Company had neither a position in natural rubber commodity futures contracts, nor firm commitments for the purchase of natural rubber. YEAR 2000 ISSUE As is more fully described in the Company's annual report on Form 10-K for the fiscal year ended December 31, 1998, the Company is modifying or replacing its software as well as hardware to ensure Year 2000 compliance. The Company believes that the costs directly associated with the year 2000 issue will be less than US$20,000 and that all required upgrades and replacements will be completed prior to the end of the third quarter of 1999. Although Company believes that its internal exposure to the year 2000 issue is limited and that its remediation efforts will be successful in addressing its year 2000 issues, there can be no assurance that such remediation efforts will be successful or that its upgraded software or any newly installed systems will be fully year 2000 compatible. At this time, the Company is unable to accurately predict the consequences of failed remediation efforts or a failure of the Company's upgraded software or new systems to effectively address the year 2000 issue, although management does not believe that any such failures will result in a material, adverse effect on the Company or its subsidiaries, or the operation of their business. Any failure of the software or systems of the suppliers, customers, financial institutions or other third parties with which the Company or its subsidiaries conducts business to address their year 2000 issues could impair the Company's ability to perform normal operational functions. Because the Company is still evaluating the status of the systems of the third parties with which the Company and its subsidiaries conducts business, management has not yet developed a comprehensive contingency plan and is unable to identify "the most reasonably likely worst case scenario" at this time. As management identifies significant risks related to these issues, management will develop appropriate contingency plans. 11 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 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 ----------- ------------------- 3.1 Articles of Incorporation of the Registrant, filed on January 15, 1986 (Filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 3.2 By-laws of the Registrant (Filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 3.3 Certificate of Amendment of Articles of Incorporation of the Registrant, filed on November 18, 1994 (Filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 3.4 Certificate of Amendment of Articles of Incorporation of the Registrant, filed on November 18, 1994 (Filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 3.5 Certificate of Amendment of Articles of Incorporation of the Registrant, effective March 31, 1995, and filed on June 19, 1995 (Filed with Quarterly Report on Form 10-Q/A for the fiscal quarter ended March 31, 1995, and with Current Report on Form 8-K dated June 19, 1995, and incorporated herein by reference.) 3.6 Certificate of Amendment of Articles of Incorporation of the Registrant, effective December 30, 1996 (Filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1996, and incorporated herein by reference.) 3.7 Amended and Restated By-laws of the Registrant, as amended on December 30, 1996 (Filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1996, and incorporated herein by reference.) 12 4.1 Certificate of Designation of Series B Convertible Preferred Stock, filed on December 13, 1995 (Filed with Current Report on Form 8-K dated March 8, 1996, and incorporated herein by reference.) 4.2 Certificate of Amendment of Certificate of Designation of Series B Convertible Preferred Stock, effective December 31, 1997 (Filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1996, and incorporated herein by reference.) 10.1 Assignment Agreement dated January 21, 1994, by and between Hong Wah (Holdings) Limited and Billion Luck Company Ltd. (Filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 10.2 Contract on Investment for the Setting up of Hainan Agricultural Resources Company Ltd. dated January 31, 1994, by and among Hainan Province Agricultural Reclamation General Company (the Farming Bureau), Hainan Province Guilinyang State Farm, and Billion Luck Company Ltd. (Original Chinese version with English translation filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 10.3 Loan Agreement dated May 10, 1994, by and among Everbright Finance & Investment Co. Limited, Worlder International Company Limited, Hong Wah Investment Holdings Limited, Silverich Limited, Brender Services Limited, and Billion Luck Company Ltd. (Filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 10.4 Credit Agreement dated June 1, 1994, by and among Everbright Finance & Investment Co. Limited, Worlder International Company Limited, Hong Wah Investment Holdings Limited and Billion Luck Company Ltd. (Filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 10.5 Contract on the Transfer of Share Ownership of Hainan Zhongya Aluminum Co., Ltd. dated July 11, 1994, by and between Hainan Province Guilinyang State Farm and Hainan Agricultural Resources Co., Ltd. (Filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 10.6 Letter Agreement dated August 8, 1994, by and among Everbright Finance & Investment Co. Limited, Worlder International Company Limited, Hong Wah Investment Holdings Limited and Billion Luck Company Ltd., supplementing Credit Agreement dated June 1, 1994 (Filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 10.7 Letter Agreement dated October 24, 1994, by and among Everbright Finance & Investment Co. Limited, Worlder International Company Limited, and Billion Luck Company Ltd. (Filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 10.8 Acquisition Agreement, by and among the Registrant and the shareholders of Billion Luck Company Ltd. (Filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 10.9 Agreement on Service and Cooperation dated November 5, 1994, by and between Hainan Province Agricultural Reclamation General Company (the Farming Bureau) and Hainan Agricultural Resources Company Ltd. (Original Chinese version with English translation filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 10.10 Land Use Agreement dated November 5, 1994, by and between Hainan Province Agricultural Reclamation No. 1 Materials Supply & Sales Company (First Supply) and Hainan Province Agricultural Reclamation Jin Long Materials General Company (Original Chinese version with certified English translation filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 13 10.11 Land Use Agreement dated November 5, 1994, by and between Hainan Province Agricultural Reclamation No. 2 Materials Supply & Sales Company (Second Supply) and Hainan Province Agricultural Reclamation Jin Huan Materials General Company (Original Chinese version with certified English translation filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 10.12 Long-Term Sale and Purchase Agreement dated November 5, 1994, by and among Hainan Province Agricultural Reclamation General Company (the Farming Bureau), Hainan Agricultural Resources Company Ltd., Hainan Province Agricultural Reclamation No. 1 Materials Supply & Marketing Company (First Supply), and Hainan Province Agricultural Reclamation No. 2 Materials Supply & Marketing Company (Second Supply) (Original Chinese version with English translation filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 10.13 Agreement on Assignment of Accounts Receivable dated November 5, 1994, by and among Hainan Province Agricultural Reclamation General Company (the Farming Bureau), Billion Luck Company Ltd., Hainan Province Guilinyang State Farm, Hainan Agricultural Resources Company Ltd., Hainan Province Agricultural Reclamation No. 1 Materials Supply & Marketing Company (First Supply), and Hainan Province Agricultural Reclamation No. 2 Materials Supply & Marketing Company (Second Supply) (Original Chinese version with English translation filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 10.14 Rental Agreement, by and between General Bureau of Hainan State Farms (the Farming Bureau) and Hainan Agricultural Resources Company Limited (Original Chinese version with English Translation filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 10.15 Guaranty Agreement, by and among Hainan Province Agricultural Reclamation General Company (the Farming Bureau), Hainan Agricultural Reclamation No. 1 Materials Supply & Sales Company (First Supply) and Hainan Agricultural Reclamation No. 2 Materials Supply & Sales Company (Second Supply) (Original Chinese version with certified English Translation filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 10.16 Financial Consulting Agreement dated February 1, 1994, by and between Brender Services Limited and Billion Luck Company Ltd., and Extension Agreement dated November 1, 1994, by and between Brender Services Limited and Billion Luck Company Ltd. (Filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 10.17 Exchange Agreement, by and among the Registrant, Hong Wah Investment Holdings Limited, Everbright Finance & Investment Co. Ltd., Worlder International Company Limited and Silverich Limited, executed as of March 31, 1995 (Filed with Quarterly Report on Form 10-Q/A for the fiscal quarter ended March 31, 1995, and incorporated herein by reference.) 10.18 China Resources Development, Inc., 1995 Stock Option Plan, adopted as of March 31, 1995 (Filed with Quarterly Report on Form 10-Q/A for the fiscal quarter ended March 31, 1995, and the Current Report on Form 8-K dated June 19, 1995, and incorporated herein by reference.) 14 10.19 Consulting Agreement between the Registrant and Brender Services Limited, dated April 30, 1995 (Filed with Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1995, and incorporated herein by reference.) 10.20 Letter dated June 1, 1995, extending the repayment date to December 31, 1995, for loans extended to Billion Luck by Everbright Finance & Investment Co. Limited, Worlder International Company Limited and Hong Wah Investment Holdings Limited, pursuant to Credit Agreement dated June 1, 1994 (Filed with Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1995, and incorporated herein by reference.) 10.21 Agreement on Administrative Expenses Apportionment between First Supply and Jin Ling Corporation, dated March 15, 1995 (Original Chinese version with English translation filed with Annual Report on Form 10-K for the fiscal year ended December 31, 1995, and incorporated herein by reference.) 10.22 Agreement on Administrative Expenses Apportionment between Second Supply and Jin Huan Corporation, dated March 15, 1995 (Original Chinese version with English translation filed with Annual Report on Form 10-K for the fiscal year ended December 31, 1995, and incorporated herein by reference.) 10.23 Agreement on Rubber Purchase Deposits among HARC, First Supply, Second Supply and the Farming Bureau, dated March 30, 1995 (Original Chinese version with English translation filed with Annual Report on Form 10-K for the fiscal year ended December 31, 1995, and incorporated herein by reference.) 10.24 Employment Agreement between Billion Luck and Han Jian Zhun, dated August 1, 1995 (Filed with Annual Report on Form 10-K for the fiscal year ended December 31, 1995, and incorporated herein by reference.) 10.25 Employment Agreement between Billion Luck and Li Fei Lie, dated August 1, 1995 (Filed with Annual Report on Form 10-K for the fiscal year ended December 31, 1995, and incorporated herein by reference.) 10.26 Contract on Investment in the Xilian Timber Mill between HARC and the State-Run Xilian Farm of Hainan Province dated July 7, 1994, and Supplementary Agreement dated December 24, 1994 (Original Chinese version with English translation filed with Annual Report on Form 10-K for the fiscal year ended December 31, 1995, and incorporated herein by reference.) 10.27 Exchange Agreement, by and between the Registrant and Everbright Finance & Investment Co. Limited, dated July 22, 1996 (Filed with Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1996, and incorporated herein by reference.) 10.28 Loan Agreement between HARC and the Farming Bureau, dated March 25, 1996, and the supplementary agreement dated December 31, 1996 (Certified English translation of original Chinese version filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1996,and incorporated herein by reference.) 10.29 Loan Agreement between HARC and the Registrant, dated March 25, 1996 (Certified English translation of original Chinese version filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1996, and incorporated herein by reference.) 10.30 Rental Agreement between HARC and the Hainan Farming Bureau Testing Center, dated August 9, 1996 (Certified English translation of original Chinese version filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1996, and incorporated herein by reference.) 15 10.31 Shareholders' Agreement on Business Restructuring among the Farming Bureau, Guilinyang Farm and Billion Luck, dated as of October 1, 1996 (Certified English translation of original Chinese version filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1996, and incorporated herein by reference.) 10.32 Assets and Staff Transfer Agreement among the Farming Bureau, HARC, First Supply and Second Supply, dated as of October 1, 1996 (Certified English translation of original Chinese version filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1996, and incorporated herein by reference.) 10.33 Exchange Agreement, by and between the Registrant and Everbright Finance & Investment Co. Limited, dated December 31, 1996 (Filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1996, and incorporated herein by reference.) 10.34 China Resources Development, Inc., Amended and Restated 1995 Stock Option Plan, as amended on December 30, 1996 (Filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1996, and incorporated herein by reference.) 10.35 Agency Agreement on Natural Rubber Distribution between Hainan General Bureau Jin Huan Materials Supply General Company and HARC, dated January 2, 1997 (Certified English translation of original Chinese version filed with Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1997, and incorporated herein by reference.) 10.36 Advertising and Media Agreement by and between the Registrant and Marketing Direct Concepts, Inc., dated April 1, 1997 (Filed with Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1997, and incorporated herein by reference.) 10.37 Financial Consulting Agreement by and between the Registrant and Integrated Capital Development Group, Inc., dated May 1, 1997 (Filed with Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1997, and incorporated herein by reference.) 10.38 Consulting Agreement between the Registrant and Brender Services Limited, dated April 30, 1997 (Filed with Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and incorporated herein by reference.) 10.39 Stock Purchase Agreement, by and between HARC and Guilinyang Farm, dated December 29, 1997. (Filed with Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and incorporated herein by reference.) 10.40 Agreement for the Sale and Purchase of Share in Hainan Zhongya Aluminum Company Ltd., dated December 29, 1997, by and between First Supply and Guilinyang Farm. (Filed with Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and incorporated herein by reference.) 10.41 Agreement for the Sale and Purchase of Share in Hainan Zhongwei Agricultural Resources Company Ltd., dated April 30, 1998, by and between Guilinyang Farm and the Company. (Filed with Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1998 and incorporated herein by reference.) 10.42 Employment Agreement between the Company and Li Feilie, dated August 1, 1998 (Filed with Annual Report on Form 10-K for the fiscal year ended December 31, 1998 and incorporated herein by reference.) 10.43 Employment Agreement between the Company and Tam Cheuk Ho, dated February 1, 1999 (Filed with Annual Report on Form 10-K for the fiscal year ended December 31, 1998 and incorporated herein by reference.) 16 10.44 Employment Agreement between the Company and Wong Wah On, dated February 1, 1999 (Filed with Annual Report on Form 10-K for the fiscal year ended December 31, 1998 and incorporated herein by reference.) 10.45 Service Agreement between the Company and Ching Lung Po, dated February 1, 1999 (Filed with Annual Report on Form 10-K for the fiscal year ended December 31, 1998 and incorporated herein by reference.) 11 Computation of Earnings/(Loss) Per Share (Contained in Financial Statements in Part I, Item I hereof.) 27.1 Financial Data Schedule (Filed herewith. For SEC use only.) (b) During the three months ended March 31, 1999, the Company filed one current report on Form 8-K. On March 12, 1999, the Company filed a report on Form 8-K dated January 29, 1999, which reported, in Item 5, the proposed one-for-ten reverse stock split of the Company's outstanding common stock, $0.001 per share, and certain changes to the Company's shareholders and board of directors. No financial statements were filed. 17 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 14, 1999 By:/s/ Ching Lung Po ------------------------------------- Ching Lung Po, Chairman of the Board of Directors By:/s/Tam Cheuk Ho ------------------------------------- Tam Cheuk Ho, Chief Financial Officer 18 EXHIBIT INDEX Exhibit No. Exhibit Description ----------- ------------------- 3.1 Articles of Incorporation of the Registrant, filed on January 15, 1986 (Filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 3.2 By-laws of the Registrant (Filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 3.3 Certificate of Amendment of Articles of Incorporation of the Registrant, filed on November 18, 1994 (Filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 3.4 Certificate of Amendment of Articles of Incorporation of the Registrant, filed on November 18, 1994 (Filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 3.5 Certificate of Amendment of Articles of Incorporation of the Registrant, effective March 31, 1995, and filed on June 19, 1995 (Filed with Quarterly Report on Form 10-Q/A for the fiscal quarter ended March 31, 1995, and with Current Report on Form 8-K dated June 19, 1995, and incorporated herein by reference.) 3.6 Certificate of Amendment of Articles of Incorporation of the Registrant, effective December 30, 1996 (Filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1996, and incorporated herein by reference.) 3.7 Amended and Restated By-laws of the Registrant, as amended on December 30, 1996 (Filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1996, and incorporated herein by reference.) 4.1 Certificate of Designation of Series B Convertible Preferred Stock, filed on December 13, 1995 (Filed with Current Report on Form 8-K dated March 8, 1996, and incorporated herein by reference.) 4.2 Certificate of Amendment of Certificate of Designation of Series B Convertible Preferred Stock, effective December 31, 1997 (Filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1996, and incorporated herein by reference.) 10.1 Assignment Agreement dated January 21, 1994, by and between Hong Wah (Holdings) Limited and Billion Luck Company Ltd. (Filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 10.2 Contract on Investment for the Setting up of Hainan Agricultural Resources Company Ltd. dated January 31, 1994, by and among Hainan Province Agricultural Reclamation General Company (the Farming Bureau), Hainan Province Guilinyang State Farm, and Billion Luck Company Ltd. (Original Chinese version with English translation filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 10.3 Loan Agreement dated May 10, 1994, by and among Everbright Finance & Investment Co. Limited, Worlder International Company Limited, Hong Wah Investment Holdings Limited, Silverich Limited, Brender Services Limited, and Billion Luck Company Ltd. (Filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 19 10.4 Credit Agreement dated June 1, 1994, by and among Everbright Finance & Investment Co. Limited, Worlder International Company Limited, Hong Wah Investment Holdings Limited and Billion Luck Company Ltd. (Filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 10.5 Contract on the Transfer of Share Ownership of Hainan Zhongya Aluminum Co., Ltd. dated July 11, 1994, by and between Hainan Province Guilinyang State Farm and Hainan Agricultural Resources Co., Ltd. (Filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 10.6 Letter Agreement dated August 8, 1994, by and among Everbright Finance & Investment Co. Limited, Worlder International Company Limited, Hong Wah Investment Holdings Limited and Billion Luck Company Ltd., supplementing Credit Agreement dated June 1, 1994 (Filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 10.7 Letter Agreement dated October 24, 1994, by and among Everbright Finance & Investment Co. Limited, Worlder International Company Limited, and Billion Luck Company Ltd. (Filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 10.8 Acquisition Agreement, by and among the Registrant and the shareholders of Billion Luck Company Ltd. (Filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 10.9 Agreement on Service and Cooperation dated November 5, 1994, by and between Hainan Province Agricultural Reclamation General Company (the Farming Bureau) and Hainan Agricultural Resources Company Ltd. (Original Chinese version with English translation filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 10.10 Land Use Agreement dated November 5, 1994, by and between Hainan Province Agricultural Reclamation No. 1 Materials Supply & Sales Company (First Supply) and Hainan Province Agricultural Reclamation Jin Long Materials General Company (Original Chinese version with certified English translation filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 10.11 Land Use Agreement dated November 5, 1994, by and between Hainan Province Agricultural Reclamation No. 2 Materials Supply & Sales Company (Second Supply) and Hainan Province Agricultural Reclamation Jin Huan Materials General Company (Original Chinese version with certified English translation filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 10.12 Long-Term Sale and Purchase Agreement dated November 5, 1994, by and among Hainan Province Agricultural Reclamation General Company (the Farming Bureau), Hainan Agricultural Resources Company Ltd., Hainan Province Agricultural Reclamation No. 1 Materials Supply & Marketing Company (First Supply), and Hainan Province Agricultural Reclamation No. 2 Materials Supply & Marketing Company (Second Supply) (Original Chinese version with English translation filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 10.13 Agreement on Assignment of Accounts Receivable dated November 5, 1994, by and among Hainan Province Agricultural Reclamation General Company (the Farming Bureau), Billion Luck Company Ltd., Hainan Province Guilinyang State Farm, Hainan Agricultural Resources Company Ltd., Hainan Province Agricultural Reclamation No. 1 Materials Supply & Marketing Company (First Supply), and Hainan Province Agricultural Reclamation No. 2 Materials Supply & Marketing Company (Second 20 Supply) (Original Chinese version with English translation filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 10.14 Rental Agreement, by and between General Bureau of Hainan State Farms (the Farming Bureau) and Hainan Agricultural Resources Company Limited (Original Chinese version with English Translation filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 10.15 Guaranty Agreement, by and among Hainan Province Agricultural Reclamation General Company (the Farming Bureau), Hainan Agricultural Reclamation No. 1 Materials Supply & Sales Company (First Supply) and Hainan Agricultural Reclamation No. 2 Materials Supply & Sales Company (Second Supply) (Original Chinese version with certified English Translation filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 10.16 Financial Consulting Agreement dated February 1, 1994, by and between Brender Services Limited and Billion Luck Company Ltd., and Extension Agreement dated November 1, 1994, by and between Brender Services Limited and Billion Luck Company Ltd. (Filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1994, and incorporated herein by reference.) 10.17 Exchange Agreement, by and among the Registrant, Hong Wah Investment Holdings Limited, Everbright Finance & Investment Co. Ltd., Worlder International Company Limited and Silverich Limited, executed as of March 31, 1995 (Filed with Quarterly Report on Form 10-Q/A for the fiscal quarter ended March 31, 1995, and incorporated herein by reference.) 10.18 China Resources Development, Inc., 1995 Stock Option Plan, adopted as of March 31, 1995 (Filed with Quarterly Report on Form 10-Q/A for the fiscal quarter ended March 31, 1995, and the Current Report on Form 8-K dated June 19, 1995, and incorporated herein by reference.) 10.19 Consulting Agreement between the Registrant and Brender Services Limited, dated April 30, 1995 (Filed with Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1995, and incorporated herein by reference.) 10.20 Letter dated June 1, 1995, extending the repayment date to December 31, 1995, for loans extended to Billion Luck by Everbright Finance & Investment Co. Limited, Worlder International Company Limited and Hong Wah Investment Holdings Limited, pursuant to Credit Agreement dated June 1, 1994 (Filed with Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1995, and incorporated herein by reference.) 10.21 Agreement on Administrative Expenses Apportionment between First Supply and Jin Ling Corporation, dated March 15, 1995 (Original Chinese version with English translation filed with Annual Report on Form 10-K for the fiscal year ended December 31, 1995, and incorporated herein by reference.) 10.22 Agreement on Administrative Expenses Apportionment between Second Supply and Jin Huan Corporation, dated March 15, 1995 (Original Chinese version with English translation filed with Annual Report on Form 10-K for the fiscal year ended December 31, 1995, and incorporated herein by reference.) 10.23 Agreement on Rubber Purchase Deposits among HARC, First Supply, Second Supply and the Farming Bureau, dated March 30, 1995 (Original Chinese version with English translation filed with Annual Report on Form 10-K for the fiscal year ended December 31, 1995, and incorporated herein by reference.) 21 10.24 Employment Agreement between Billion Luck and Han Jian Zhun, dated August 1, 1995 (Filed with Annual Report on Form 10-K for the fiscal year ended December 31, 1995, and incorporated herein by reference.) 10.25 Employment Agreement between Billion Luck and Li Fei Lie, dated August 1, 1995 (Filed with Annual Report on Form 10-K for the fiscal year ended December 31, 1995, and incorporated herein by reference.) 10.26 Contract on Investment in the Xilian Timber Mill between HARC and the State-Run Xilian Farm of Hainan Province dated July 7, 1994, and Supplementary Agreement dated December 24, 1994 (Original Chinese version with English translation filed with Annual Report on Form 10-K for the fiscal year ended December 31, 1995, and incorporated herein by reference.) 10.27 Exchange Agreement, by and between the Registrant and Everbright Finance & Investment Co. Limited, dated July 22, 1996 (Filed with Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1996, and incorporated herein by reference.) 10.28 Loan Agreement between HARC and the Farming Bureau, dated March 25, 1996, and the supplementary agreement dated December 31, 1996 (Certified English translation of original Chinese version filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1996,and incorporated herein by reference.) 10.29 Loan Agreement between HARC and the Registrant, dated March 25, 1996 (Certified English translation of original Chinese version filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1996, and incorporated herein by reference.) 10.30 Rental Agreement between HARC and the Hainan Farming Bureau Testing Center, dated August 9, 1996 (Certified English translation of original Chinese version filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1996, and incorporated herein by reference.) 10.31 Shareholders' Agreement on Business Restructuring among the Farming Bureau, Guilinyang Farm and Billion Luck, dated as of October 1, 1996 (Certified English translation of original Chinese version filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1996, and incorporated herein by reference.) 10.32 Assets and Staff Transfer Agreement among the Farming Bureau, HARC, First Supply and Second Supply, dated as of October 1, 1996 (Certified English translation of original Chinese version filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1996, and incorporated herein by reference.) 10.33 Exchange Agreement, by and between the Registrant and Everbright Finance & Investment Co. Limited, dated December 31, 1996 (Filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1996, and incorporated herein by reference.) 10.34 China Resources Development, Inc., Amended and Restated 1995 Stock Option Plan, as amended on December 30, 1996 (Filed with Annual Report on Form 10-K/A for the fiscal year ended December 31, 1996, and incorporated herein by reference.) 10.35 Agency Agreement on Natural Rubber Distribution between Hainan General Bureau Jin Huan Materials Supply General Company and HARC, dated January 2, 1997 (Certified English translation of original Chinese version filed with Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1997, and incorporated herein by reference.) 22 10.36 Advertising and Media Agreement by and between the Registrant and Marketing Direct Concepts, Inc., dated April 1, 1997 (Filed with Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1997, and incorporated herein by reference.) 10.37 Financial Consulting Agreement by and between the Registrant and Integrated Capital Development Group, Inc., dated May 1, 1997 (Filed with Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1997, and incorporated herein by reference.) 10.38 Consulting Agreement between the Registrant and Brender Services Limited, dated April 30, 1997 (Filed with Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and incorporated herein by reference.) 10.39 Stock Purchase Agreement, by and between HARC and Guilinyang Farm, dated December 29, 1997. (Filed with Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and incorporated herein by reference.) 10.40 Agreement for the Sale and Purchase of Share in Hainan Zhongya Aluminum Company Ltd., dated December 29, 1997, by and between First Supply and Guilinyang Farm. (Filed with Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and incorporated herein by reference.) 10.41 Agreement for the Sale and Purchase of Share in Hainan Zhongwei Agricultural Resources Company Ltd., dated April 30, 1998, by and between Guilinyang Farm and the Company. (Filed with Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1998 and incorporated herein by reference.) 10.42 Employment Agreement between the Company and Li Feilie, dated August 1, 1998 (Filed with Annual Report on Form 10-K for the fiscal year ended December 31, 1998 and incorporated herein by reference.) 10.43 Employment Agreement between the Company and Tam Cheuk Ho, dated February 1, 1999 (Filed with Annual Report on Form 10-K for the fiscal year ended December 31, 1998 and incorporated herein by reference.) 10.44 Employment Agreement between the Company and Wong Wah On, dated February 1, 1999 (Filed with Annual Report on Form 10-K for the fiscal year ended December 31, 1998 and incorporated herein by reference.) 10.45 Service Agreement between the Company and Ching Lung Po, dated February 1, 1999 (Filed with Annual Report on Form 10-K for the fiscal year ended December 31, 1998 and incorporated herein by reference.) 11 Computation of Earnings/(Loss) Per Share (Contained in Financial Statements in Part I, Item I hereof.) 27.1 Financial Data Schedule (Filed herewith. For SEC use only.) 23 EX-27.1 2 FDS --
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FORM 10-Q REPORT OF CHINA RESOURCES DEVELOPMENT, INC. FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT. 1,000 RENMINBI YUAN 3-MOS DEC-31-1999 JAN-01-1999 MAR-31-1999 8.28 89,532 0 5,757 0 13,069 257,620 12,277 5,991 384,194 94,361 0 0 27 49 183,019 384,194 21,355 21,538 21,140 27,094 0 0 0 (5,556) 0 (5,556) 0 0 0 (4,349) (0.73) (0.73)
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