-----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, WMSzrBfj2d2TfND3mMK9bjtASrj1hvl8I0j+PJ5qaTmpyL+wn4SGwZZLYMMqW5ZS Z5cNBZDTs25VTBBlD3lysQ== 0001116502-03-001288.txt : 20030717 0001116502-03-001288.hdr.sgml : 20030717 20030717121527 ACCESSION NUMBER: 0001116502-03-001288 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030717 EFFECTIVENESS DATE: 20030717 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHINA RESOURCES DEVELOPMENT INC CENTRAL INDEX KEY: 0000793628 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISCELLANEOUS NONDURABLE GOODS [5190] IRS NUMBER: 970263643 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107108 FILM NUMBER: 03790706 BUSINESS ADDRESS: STREET 1: ROOM 2105 WEST TOWER SHUN TAK CENTRE STREET 2: 168-200 CONNAUGHT ROAD CENTRAL CITY: SHEUNG WAN HONG KONG BUSINESS PHONE: 011-852-28 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 S-8 1 chinaresourcess-8.txt REGISTRATION STATEMENT AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 17, 2003 Registration No. 333-________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CHINA RESOURCES DEVELOPMENT, INC. (Exact name of registration as specified in its charter) Nevada 87-02623643 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) Room 2105, West Tower, Shun Tak Centre 200 Connaught Road C. Sheung Wan, Hong Kong 011-852-2810-7205 (Address and Telephone Number of Principal Executive Offices) 1995 Stock Option Plan (Full Title of the Plan) Copies to: Tam Cheuk Ho Steven I. Weinberger, Esq. Chief Financial Officer Schneider Weinberger LLP China Resources Development, Inc. 2499 Glades Road, Suite 108 Room 2105, Shun Tak Centre Boca Raton, FL 33431 200 Connaught Road C., Sheung Wan, Hong Kong (561) 362-9595 011-852-2810-7205 (561) 362-9612 (fax)
CALCULATION OF REGISTRATION FEE Proposed Proposed maximum maximum offering aggregate Amount of Title of securities Amount to be price per offering registration to be registered registered share price fee - ----------------------------------------------------------------------------------------------------------- Common Stock, $.001 par value per share (1) (2) 209,455 $12.55 $2,628,660 $212.66 - -----------------------------------------------------------------------------------------------------------
(1) This calculation is made solely for the purpose of determining the registration fee pursuant to the provisions of Rule 457(h) under the Securities Act, and is calculated upon the average of the high and low prices of the securities on the Nasdaq Stock Market on July 14, 2003. (2) Pursuant to Rule 416(a), this registration statement also includes any additional shares of common stock which become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or similar event resulting in an increase in the number of shares of common stock issued and outstanding. PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE - ------- --------------------------------------- The documents listed below are incorporated by reference in the Registration Statement. All documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be part thereof from the date of filing of such documents. - Annual Report on Form 10-KSB for the year ended December 31, 2002, filed on April 15, 2003 - Quarterly Report on Form 10-QSB for the quarter ended March 31, 2003, filed on May 20, 2003 All reports and documents filed by us pursuant to Section 13, 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the respective date of filing of such documents. Any statement incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document, which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any statement modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this prospectus. We hereby undertake to provide without charge to each person, including any beneficial owner, to whom a copy of the prospectus has been delivered, on the written request of any such person, a copy of any or all of the documents referred to above which have been or may be incorporated by reference in this prospectus, other than exhibits to such documents. Written requests for such copies should be directed to Corporate Secretary, Room 2105, West Tower, Shun Tak Centre, 200 Connaught Road C., Sheung Wan, Hong Kong. ITEM 4. DESCRIPTION OF SECURITIES - ------- ------------------------- Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL - ------- -------------------------------------- Not Applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS - ------- ----------------------------------------- The Nevada General Corporation Law allows us to indemnify each of our officers and directors who are made a party to a proceeding if: (a) the officer or director conducted himself or herself in good faith; (b) his or her conduct was in our best interests, or if the conduct was not in an official capacity, that the conduct was not opposed to our best interests; and II-1 (c) in the case of a criminal proceeding, he or she had no reasonable cause to believe that his or her conduct was unlawful. We may not indemnify our officers or directors in connection with a proceeding by or in our right, where the officer or director was adjudged liable to us, or in any other proceeding, where our officer or director is found to have derived an improper personal benefit. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED - ------- ----------------------------------- Not applicable. ITEM 8. EXHIBITS - ------- -------- 5.1 Consent and Opinion of Schneider Weinberger LLP (including Exhibit 23.1) * 10.1 Restated 1995 Stock Option Plan * 23.1 Consent of Schneider Weinberger LLP (included in Exhibit 5.1) * 23.2 Consent of Independent Certified Public Accountants* - -------------------- * Filed herewith. ITEM 9. UNDERTAKINGS - ------- ------------ (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume II-2 and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 against such liabilities (other than the payment by the registrant in the successful defense of an action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel, the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong Kong, on this 17th day of July 2003. CHINA RESOURCES DEVELOPMENT, INC. By: /s/ Ching Lung Po ------------------------------------------------ Ching Lung Po, President, Chief Executive Officer, Chairman of the Board of Directors and Principal Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons and in the capacities indicated. Signature Title Date --------- ----- ---- /s/ Ching Lung Po President, Chief Executive Officer, Principal July 17, 2003 - ----------------- Ching Lung Po Executive Officer, Chairman of the Board of Directors and Director - /s/ Tam Cheuk Ho Chief Financial Officer, Principal Financial July 17, 2003 - ----------------- Tam Cheuk Ho Officer and Director /s/ Wong Wah On Financial Controller, Secretary and Director July 17, 2003 - ----------------- Wong Wah On /s/ Lam Kwan Sing Director July 17, 2003 - ----------------- Lam Kwan Sing /s/ Ng Kin Sing Director July 17, 2003 - ----------------- Ng Kin Sing /s/ Lo Kin Cheung Director July 17, 2003 - ----------------- Lo Kin Cheung EXHIBIT INDEX 5.1 Consent and Opinion of Schneider Weinberger LLP (including Exhibit 23.1) 10.1 Restated 1995 Stock Option Plan 23.1 Consent of Schneider Weinberger LLP (included in Exhibit 5.1) 23.2 Consent of Independent Certified Public Accountants
EX-5.1 3 opinion.txt OPINION EXHIBITS 5.1 AND 23.1 SCHNEIDER WEINBERGER LLP 2499 GLADES ROAD, SUITE 108 BOCA RATON, FLORIDA 33431 July 17, 2003 Room 2105, West Tower, Shun Tak Centre 200 Connaught Road C. Sheung Wan, Hong Kong RE: REGISTRATION STATEMENT ON FORM S-8 (THE "REGISTRATION STATEMENT"); CHINA RESOURCES DEVELOPMENT, INC. (THE "COMPANY") Gentlemen: This opinion is submitted pursuant to the applicable rules of the Securities and Exchange Commission in connection with the registration of an aggregate of 209,455 shares (the "Shares") of the Company's common stock, $.001 par value per share ("Common Stock"), upon the exercise of options granted under the Company's Restated 1995 Stock Option Plan (the "Plan"), all as described in the Registration Statement. In connection therewith, we have examined and relied upon original, certified, conformed, photostat or other copies of (a) the Certificate of Incorporation, as amended, and Bylaws of the Company; (b) resolutions of the Board of Directors of the Company authorizing the Plan and the issuance of the Shares; (c) the Registration Statement and the exhibits thereto; (d) the Plan itself; and (e) such other matters of law as we have deemed necessary for the expression of the opinion herein contained. In all such examinations, we have assumed the genuineness of all signatures on original documents, and the conformity to originals or certified documents of all copies submitted to us as conformed, photostat or other copies. In passing upon certain corporate records and documents of the Company, we have necessarily assumed the correctness and completeness of the statements made or included therein by the Company, and we express no opinion thereon. As to the various questions of fact material to this opinion, we have relied, to the extent we deemed reasonably appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to us by the Company, without independently checking or verifying the accuracy of such documents, records and instruments. Based upon and subject to the foregoing, we are of the opinion that the Shares, when issued in accordance with their terms and upon receipt by the Company of the agreed upon consideration therefore, will be legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Sincerely, SCHNEIDER WEINBERGER LLP /s/ Schneider Weinberger LLP EX-10.1 4 stockoptionplan.txt RESTATED 1995 STOCK OPTION PLAN EXHIBIT 10.1 CHINA RESOURCES DELEVOPEMNT, INC. RESTATED 1995 STOCK OPTION PLAN 1. Purpose. ------- The plan shall be known as The China Resources Development, Inc., Stock Option Plan (the "Plan"). The purpose of the Plan shall be to promote the long-term growth and profitability of China Resources Development, Inc. (the "Company"), and its subsidiaries by (i) providing certain officers, key employees, directors, consultants, and affiliates of the Company and its subsidiaries with incentives to improve stockholder values and contribute to the success of the Company and (ii) enabling the Company to attract, retain and reward the best available persons for positions of substantial responsibility. Grants of incentive or nonqualified stock options, or any combination of the foregoing, may be made under the Plan. 2. Definitions. ----------- (a) "Incentive Stock Option" means an option conforming to the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). (b) "Nonqualified Stock Option" means any stock option other than an Incentive Stock Option. (c) "Subsidiary" and "subsidiaries" mean a corporation or corporations of which outstanding shares representing 50% or more of the combined voting power of such corporation or corporations are owned directly or indirectly by the Company. (d) "Disability" means a permanent and total disability as defined in Section 72(m) (7) of the Code. (e) "Retirement" means termination of one's employment with the approval of the Committee. (f) "Cause" means the occurrence of one of the following: (i) Conviction for a felony or for any crime or offense lesser than a felony involving the property of the Company or a subsidiary. (ii) Conduct that has caused demonstrable and serious injury to the Company or a subsidiary, monetary or otherwise, as evidenced by a final determination of a court of governmental agency of competent jurisdiction in effect after exhaustion or lapse of all rights of appeal. (iii) Gross dereliction of duty or other grave misconduct, as determined by the Company. (g) "Competition" is seemed to occur if a participant who has terminated employment subsequently obtains a position as a full-time or part-time employee, as a member of the board of directors, or as a consultant or advisor with or to, or acquires an ownership interest in excess of five percent (5%) of, a corporation, partnership, firm or other entity that engages in any of the businesses of the Company or any subsidiary with which the participant was involved in a management role at any time during the last five years of his employment with the Company or any subsidiary. (h) "Change in Control" shall mean an event that would be required to be reported in response to Item 1 of Form 8-K or any successor form thereto promulgated under the Securities Exchange Act of 1934 ("Exchange Act") if the Company were subject to such Act (or that is so required if and when the Company is subject to such Act). (i) "Fair Market Value" of a share of Common Stock of the Company shall mean, with respect to the date in question, the average of the closing bid and asked prices as quoted by the National Association of Securities Dealers through its OTC Bulletin Board or its automated quotation system ("NASDAQ"); or, if the Company's Common Stock is listed or admitted to unlisted trading privileges on a national stock exchange, either (x) the average of the highest and lowest officially-quoted selling prices on such exchange or (y) the closing sale price of such stock, as selected by the Committee; or if the Company's Common Stock is not quoted by the NASD or NASDAQ, traded on such an exchange, or otherwise traded publicly, the value determined, in good faith, by the Committee. 3. Administration. -------------- A. The Plan shall be administered by the Board of Directors or by a committee appointed by the Board of Directors consisting of at least three of its members. No member of the Committee, while a member, shall be eligible to participate in the plan. Subject to the provisions of the Plan, and subject to ratification of the grant by the Board of Directors (if so required by applicable state law), the Committee shall be authorized to (i) select persons to participate in the Plan, (ii) determine the form and substance of grants made under the Plan to each participant, and the conditions and restrictions, if any, subject to which such grants will be made, (iii) interpret the Plan and (iv) adopt, amend, or rescind such rules and regulations for carrying out the Plan as it may deem appropriate. Decisions of the Committee on all matters relating to the Plan shall be in the Committee's sole discretion and shall be conclusive and binding on all parties, including the Company, its stockholders, and the participants in the Plan, unless otherwise determined by the Board of Directors. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with applicable federal and state laws and rules and regulations promulgated pursuant thereto. The Committee shall keep full records and accounts of its proceedings and transactions, and all such transactions shall be reported to the Board of Directors. No member of the Board of Directors or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any stock option granted under it. B. The Committee may select one of its members as its chairman, and shall hold meetings at such time and places as it may determine. Acts by a majority of the Committee, or acts reduced to and approved in writing by a majority of the members of the Committee, shall be the valid acts of the Committee. All references in this Plan to the Committee shall mean the Board of Directors if no Committee has been appointed. From time to time the Board of Directors may increase the size of the Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies however caused, or remove all members of the Committee and thereafter administer the Plan. C. Notwithstanding the provisions of paragraph 3.A., stock options may be granted to members of the Board of Directors; however, no stock option shall be granted to any person who is, at the time of the proposed grant, a member of the Board of Directors unless such grant has been approved by a majority vote of the other members of the Board of Directors. All grants of stock options to members of the Board shall in all other respects be made in accordance with the provisions of this Plan applicable to other eligible persons. Member of the Board of Directors who either (i) are eligible for stock options pursuant to the Plan or (ii) have been granted stock options may vote on any matters affecting the administration of the Plan or the grant of stock options pursuant to the Plan , except that no such member shall act upon the granting to himself of stock options, but any such member may be counted in determining the existence of a quorum at any meeting of the Board of Directors during which such action is taken with respect to the granting to him of stock options. D. Notwithstanding any other provision of this paragraph 3, in the event the Company registers any equity security pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), any grants of stock options to directors made at any time from the effective date of such registration until six months after the termination of such registration shall be made only by the Board of Directors; provided however, that if a majority of the Board of Directors is eligible to participate in the Plan or in any other stock option or other stock plan of the Company or any of its affiliates, or has been so eligible at any time within the preceding year, any grant of stock options to directors must be made by, or in accordance with the recommendation of, a committee consisting of three or more persons who may, but need not be, directors or employees of the Company appointed by the Board of Directors but having full authority to act in the matter, none of whom is eligible to participate in this Plan or any other stock option or other stock plan of the Company or any of its affiliates, or has been eligible at any time within the preceding year. The requirements imposed by the preceding sentence shall also apply with respect to grants to officers who are not also directors. Once appointed, the committee shall continue to serve until otherwise directed by the Board of Directors. 4. Shares Available for the Plan. ----------------------------- Subject to adjustments as provided in Section 12, the number of shares of Common Stock of the Company (hereinafter the "shares") which may be issued pursuant to the Plan is that number of shares which would, in the aggregate and if deemed outstanding, constitute 20% of the Company's then-outstanding shares of Common Stock, as determined at the time of granting stock options. Such shares may represent authorized but unissued shares. If any grant under the Plan expires or terminates unexercised, becomes unexercisable or is forfeited as to any shares, such unpurchased or forfeited shares shall thereafter be available for further grants under the Plan. 5. Participation. ------------- Participation in the Plan shall be limited to those officers, directors, key employees, consultants and affiliates of the Company and its subsidiaries selected by the Committee. Nothing in the Plan or in any grant thereunder shall confer any right on an employee to continue in the employ of the Company or shall interfere in any way with the right of the Company to terminate an employee at any time. Incentive or nonqualified stock options, or any combination thereof, may be granted to such persons and for such number of shares as the Committee shall determine (such individuals to whom grants are made being herein called "optioness"). A grant of any type made hereunder in any one year to an eligible employee shall neither guarantee nor preclude a further grant of that or any other type to such employee in that year or subsequent years. The maximum number of shares with respect to which incentive or nonqualified options, or any combination thereof, may be granted to any single individual in any one calendar year shall not exceed 500,000 shares. 6. Incentive and Nonqualified Options. ---------------------------------- The Committee may from time to time grant to eligible participants Incentive Stock Options, Nonqualified Stock Options, or any combination thereof. The options granted shall take such form as the Committee shall determine, subject to the following terms and conditions. (a) Price. The price per share deliverable upon the exercise of each Incentive stock Option shall not be less than 100% of the Fair Market Value of the shares on the date the option is granted, as the Committee determines. In the case of the grant of any Incentive Stock Option to an employee who, at the time of the grant, owns more than 10% of the total combined voting power of all classes of stock of the Company or any of its subsidiaries, such price per share, if required by the Code at the time of grant, shall not be less than 110% of the Fair Market Value of the shares on the date the option is granted. The price per share deliverable upon the exercise of each Nonqualified Stock Option shall not be less than 80% of the Fair Market Value of the shares on the date the option is granted, as the Committee determines. (b) Cash Exercise. Options may be exercised in whole or in part upon payment of the exercise price of the shares to be acquired. Payment shall be made in cash or, in the discretion of the Committee, in shares previously acquired by the participant or a combination of cash and shares of Common Stock. The Fair Market Value of shares of Common Stock tendered on exercise of options shall be determined on the date of exercise. (c) Cashless Exercise. Options may be exercised in whole or in part upon delivery to the Secretary of the Company of an irrevocable written notice of exercise. The date on which such notice is received by the Secretary shall be the date of exercise of the option, provided that within five business days of the delivery of such notice the funds to pay for exercise of the option are delivered to the Company by a broker acting on behalf of the optionee either in connection with the sale of the shares underlying the option or in connection with the making of a margin loan to the optionee to enable payment of the exercise price of the option. In connection with the foregoing, the Company will provide a copy of the notice of exercise of the option to the aforesaid broker upon receipt by the Secretary of such notice and will deliver to such broker, within five business days of the delivery of such notice to the Company, a certificate or certificates (as requested by the broker) representing the number of shares underlying the option that have been sold by such broker for the optionee. (d) Terms of Options. The term during which each option may be exercised shall be determined by the Committee, but in no event shall an Incentive Stock Option be exercisable in whole or in part in less than one year or, in the case of a Nonqulified Stock Option, more than ten years and one day from the date it is granted, or, in the case of an Incentive Stock Option, ten years from the date it is granted; and, in the case of the grant of an Incentive Stock Option to an employee who at the time of the grant owns more than 10% of the total combined voting power of all classes of stock of the Company or any of its subsidiaries, in no event shall such option be exercisable, if required by the Code at the time of grant, more than five years from the date of the grant. All rights to purchase shares pursuant to an option shall, unless sooner terminated, expire at the date designated by the Committee. The Committee shall determine the date on which each option shall become exercisable and may provide that an option shall become exercisable in installments. The shares constituting each installment may be purchased in whole or in part at any time after such installment becomes exercisable, subject to such minimum exercise requirement as is designated by the Committee. The Committee may accelerate the time at which any option may be exercised in whole or in part. Unless otherwise provided herein, an optionee may exercise an option only if he or she is, and has continuously been since the date the option was granted, an employee of the Company or a subsidiary. Prior to the exercise of the option and delivery of the stock represented thereby, the optionee shall have no rights to any dividends or be entitled to any voting rights on any stock represented by outstanding options. (e) Limitations on Grants. If required by the Code at the time of grant of an Incentive Stock Option, the aggregate Fair Market Value (determined as of the grant date) of shares for which such option is exercisable for the first time during any calendar year may not exceed US$100,000. (f) Termination of Employment; Change in Control. If a participant ceases to be an officer, employee, or director of the Company or any subsidiary due to death or Disability, each of the participant's options that was granted at least one year prior to death or Disability shall become fully vested and exercisable and shall remain so for a period of one year from the date of termination of employment, but in no event after its expiration date; and all options granted to such participant less than one year prior to death or Disability shall be forfeited. If a participant ceases to be an officer, employee or director of the Company or any subsidiary upon the occurrence of his or her Retirement, each of his or her options granted at least on year prior to Retirement shall become fully vested and exercisable and shall remain so for a period of five years from the date of Retirement, but in no event after its expiration date, provided that the participant does not engage in Competition during that five-year period unless he receives written consent to do so from the Board. Notwithstanding the foregoing, Incentive Stock Options not exercised by such participant within 90 days after Retirement will cease to qualify as Incentive Stock Options and will be treated as Nonqualified Stock Option under the Plan if required to be so treated under the Code. All options granted to such participant less than one year prior to Retirement shall be forfeited. If a participant ceases to be an officer or employee of the Company or any subsidiary due to Cause, all of his or her options shall be forfeited. If a participant ceases to be an officer or employee of the Company or any subsidiary for any reason other than death, Disability, Retirement or Cause, each of his or her options that was exercisable on the date of termination shall remain exercisable for, and shall otherwise terminate at the end of, a period of 90 days after the date of termination of employment, but in no event after its expiration date; provided that the participant does not engage in Competition during such 90-day period unless he or she receives written consent to do so from the Board. All of the participant's options that were not exercisable on the date of such termination shall be forfeited. Notwithstanding anything to the contrary herein, if a participant ceases to be an officer, employee or director of the Company or any subsidiary, for any reason other than Cause, the Committee at its sole discretion may accelerate the vesting of any option so that it will become fully vested and exercisable as of the date of such participant's termination of employment. If there is a Change in Control of the Company, there will be an automatic acceleration of the vesting of any outstanding option so that it will become fully vested and exercisable as of the date of the Change in Control. 7. Withholding of Taxes. -------------------- The Company may require, as a condition to any grant under the Plan or to the delivery of certificates for shares issued hereunder, that the grantee pay to the Company, in cash, any federal, state or local taxes of any kind required by law to be withheld with respect to any grant or any delivery of shares. The Committee, in its sole discretion, may permit participants to pay such taxes through the withholding of shares otherwise deliverable to such participant in connection with such grant or the delivery to the Company of shares otherwise acquired by the participant. The fair Market Value of shares of Common Stock withheld by the Company or tendered to the Company for the satisfaction of tax withholding obligations under this section shall be determined on the date such shares are withheld or tendered. The Company, to the extent permitted or required by law, shall have the right to deduct from any payment of any kind (including salary or bonus) otherwise due to a grantee any federal, state or local taxes of any kind required by law to be withheld with respect to any grant or to the delivery of shares under the Plan, or to retain or sell without notice a sufficient number of the shares to be issued to such grantee to cover any such taxes, provided that the Company shall not sell any such shares if such sale would be considered a sale by such grantee for purposes of Section 16 of the Exchange Act. 8. Written Agreement. ----------------- Each employee to whom a grant is made under the Plan shall enter into a written agreement with the Company that shall contain such provisions, consistent with the provisions of the Plan, as may be established by the Committee. 9. Transferability. --------------- No option granted under the Plan shall be transferable by an employee otherwise than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act, or the rules thereunder. An option may be exercised only by the optionee or his guardian or legal representative; provided that Incentive Stock Options may be exercised by such guardian or legal representative only if permitted by the Code and any regulations promulgated thereunder. 10. Listing and Registration. ------------------------ If the Committee determines that the listing, registration, or qualification upon any securities exchange or under any law of shares subject to any option is necessary or desirable as a condition of, or in connection with, the granting of same or the issue or purchase of shares thereunder, no such option may be exercised in whole or in part or no shares issued unless such listing, registration or qualification is effected free of any conditions not acceptable to the Committee. 11. Transfer of Employee. -------------------- Transfer of an employee from the Company to a subsidiary, from a subsidiary to the Company, and from one subsidiary to another shall not be considered a termination of employment. Nor shall it be considered a termination of employment if an employee is placed on military or sick leave or such other leave of absence which is considered as continuing intact the employment relationship; in such a case, the employment relationship shall be continued until the date when an employee's right to reemployment shall no longer be guaranteed either by law or by contract. 12. Adjustments. ----------- In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, distribution of assets, or any other change in the corporate structure or shares of the Company, the Committee shall make such adjustments as it deems appropriate in the number and kind of shares reserved for issuance under the Plan, in the number and kind of shares covered by grants made under the Plan, and in the exercise price of outstanding options. In the event of any merger, consolidation or other reorganization in which the Company is not the surviving or continuing corporation, all options that were granted hereunder and that are outstanding on the date of such event shall be assumed by the surviving or continuing corporation. 13. Termination and Modification of the Plan. ---------------------------------------- The Board of Directors, without further approval of the shareholders, may modify or terminate the Plan and from time to time may suspend, and if suspended, may reinstate any or all of the provisions of the Plan, except that (i) no modification, suspension or termination of the Plan may, without the consent of the grantee affected, alter or impair any grant previously made under the Plan, and (ii) no modification shall become effective without prior approval of the stockholders of the Company that would (a) increase (except as provided in Section 12) the maximum number of shares reserved for issuance under the Plan; or (b) change the classes of employees eligible to be participants. With the consent of the grantee affected thereby, the Committee may amend or modify the grant of any outstanding option in any manner to the extent that the Committee would have had the authority to make such grant as so modified or amended, including without limitation to change the date or dates as of which an option becomes exercisable. The Committee shall be authorized to make minor or administrative modifications to the Plan as well as modifications to the Plan that may be dictated by requirements of federal or state laws applicable to the Company or that may be authorized or made desirable by such laws. 14. Commencement Date; Termination Date. ----------------------------------- The date of commencement of the Plan shall be March 31, 1995. Unless previously terminated, the Plan shall terminate at the close of business on March 31, 2005. 15. Cash Awards. ----------- The Committee may authorize cash awards to any participant receiving shares under the Plan in order to assist such participant in meeting his or her tax obligations with respect to such shares. 16. Provisions Applicable Solely to Insiders. ---------------------------------------- The following provisions shall apply only to persons who are subject to Section 16 of the Securities Exchange Act of 1934 with respect to securities of the Company ("Insiders"): (a) No insider shall be permitted to transfer any securities of the Company acquired by him, except to the extent permitted by 17 C.F.R. ss.240.16a-2(d) (1), upon the exercise of any Incentive Stock Option or Nonqualified Stock Option, until at least six months and one day after the later of (i) the day on which such security is granted to the participant or (ii) the day on which the exercise or conversion price of such security is fixed. (b) An insider may elect to have shares withheld from a grant made under the Plan or tender shares to the Company in order to satisfy the tax withholding consequences of a grant made under the Plan, only during the period beginning on the third business day following the date on which the Company releases the financial information specified in 17 C.F.R. ss.240.16b-3(e)(1)(ii) and ending on the twelfth business day following such date. (c) Notwithstanding Section 19 (b) (ii) hereof, an Insider may elect to have shares withheld from a grant made under the Plan in order to satisfy tax withholding consequences thereof by providing the Company with a written election to so withhold at least six months in advance of the withholding of shares otherwise issuable upon exercise of an option. EX-23.2 5 consent.txt CONSENT OF ACCOUNTANT EXHIBIT 23.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT We hereby consent to the incorporation by reference into this Registration Statement on Form S-8 of our report dated March 14, 2003 (which expresses an unqualified opinion), which appears on page F-2 of the Annual Report on Form 10-KSB of China Resources Development, Inc. for the year ended December 31, 2002. HORWATH GELFOND HOCHSTADT PANGBURN, P.C. Denver, Colorado July 17, 2003
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