-----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, O85RmtOq5EaErZM9qcPOyVoHyLctvyK+AetYodFVrLoMnVtyvHhrbmDWExNNg0A/ Bw9UMXKf1pRGEbqdjRkwuQ== 0000882377-99-000138.txt : 19990315 0000882377-99-000138.hdr.sgml : 19990315 ACCESSION NUMBER: 0000882377-99-000138 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990312 FILED AS OF DATE: 19990312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHINA ENERGY RESOURCES CORP CENTRAL INDEX KEY: 0000925527 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: SEC FILE NUMBER: 001-14606 FILM NUMBER: 99563943 BUSINESS ADDRESS: STREET 1: 971 B RUSSELL AVE CITY: GAITHERSBURG STATE: MD ZIP: 20879 BUSINESS PHONE: 3016708880 MAIL ADDRESS: STREET 1: 971 B RUSSELL AVE CITY: GAITHERSBURG STATE: MD ZIP: 20879 FORMER COMPANY: FORMER CONFORMED NAME: JACKSON HOLDING CORP DATE OF NAME CHANGE: 19940617 6-K 1 CHINA ENERGY RESOURCES CORPORATION ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------ FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 THE SECURITIES EXCHANGE ACT OF 1934 ------------------------------ For March 12, 1999 CHINA ENERGY RESOURCES CORPORATION (Exact name of registrant as specified in its charter) CITCO BUILDING, WICKHAMS CAY 971-B RUSSELL AVENUE P.O. BOX 662, ROAD TOWN RUSSELL OFFICE PARK TORTOLA, BRITISH VIRGIN ISLANDS GAITHERSBURG, MARYLAND 20879 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (301) 670-5595 Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F __X__ Form 40-F _____ Indicate by check mark whether the registrant by furnishing the information contained in this Form is thereby furnishing the information pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ____ No __X__ If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b). Not Applicable. ================================================================================ CHINA ENERGY RESOURCES CORPORATION ANNOUNCES CHANGE OF MANAGEMENT Gaithersburg, Maryland -- March 4, 1999 -- China Energy Resources Corporation (the "Company") (ASE:CHG) announced today that Bill H. Zhao has been appointed as Chairman of the Board, President and Chief Executive Officer of the Company. Mr. Zhao is a director and the Executive Vice President of America Orient Group, Inc. ("AOG"), a wholly owned subsidiary of China Orient Group Industries, Inc., a private sector conglomerate in the People's Republic of China. This announcement follows the Company's Board of Directors' acceptance of the resignation of C.T. Yeh, who resigned from his positions as Acting Chairman of the Board, President and Chief Executive Officer of the Company effective March 3, 1999. The Company expects to hold its annual meeting of shareholders later this month or soon thereafter. The Company has set January 25, 1999, as the record date of shareholders eligible to vote at the annual meeting. Proxy materials are expected to be mailed to the Company's shareholders during the month of March or soon thereafter. The Company and AOG executed a Stock and Warrant Purchase Agreement (the "Stock Purchase Agreement") on December 3, 1998, in which the Company agreed to sell to AOG 5,000,000 shares of the common stock of the Company, par value $.01 per share (the "Common Stock"), and a warrant to purchase 5,000,000 shares of Common Stock for US $1,000,000. The Stock Purchase Agreement is subject to the approval of the Company's stockholders, who will vote on such approval at the Company's annual meeting expected to be held later this month. The Company is a holding company which is the sole shareholder of China Coal Mining (B.V.I.) Co. Ltd., a coal refining company located in the People's Republic of China. THE STATEMENTS IN THIS PRESS RELEASE THAT ARE NOT HISTORICAL FACTS CONSTITUTE "FORWARD-LOOKING STATEMENTS" THAT INVOLVE RISKS, UNCERTAINTIES AND OTHER FACTS WHICH MAY CAUSE ACTUAL RESULTS TO BE MATERIALLY DIFFERENT FROM THOSE SET FORTH IN THE FORWARD-LOOKING STATEMENTS. SUCH FACTORS INCLUDE BUT ARE NOT LIMITED TO THE FOLLOWING GENERAL ECONOMIC AND BUSINESS CONDITIONS: COMPETITION; THE ABILITY TO IMPLEMENT AND THE EFFECTIVENESS OF BUSINESS STRATEGY AND DEVELOPMENT PLANS; QUALITY OF MANAGEMENT; BUSINESS ABILITIES AND JUDGMENT OF PERSONNEL; AVAILABILITY OF QUALIFIED PERSONNEL; LABOR AND EMPLOYEE BENEFIT COSTS; AND AVAILABILITY AND COST OF RAW MATERIALS AND SUPPLIES. CHINA ENERGY RESOURCES CORPORATION WILL NOT UNDERTAKE AND SPECIFICALLY DECLINES ANY OBLIGATION TO PUBLICLY RELEASE THE RESULT OF ANY REVISIONS WHICH MAY BE MADE TO ANY FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE OF SUCH STATEMENTS OR TO REFLECT THE OCCURRENCE OF ANTICIPATED OR UNANTICIPATED EVENTS. PARTIES RECEIVING THIS RELEASE ARE ENCOURAGED TO REVIEW ALL FILINGS MADE BY THE COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION. ### ### ### CONTACT: -OR- INVESTOR RELATIONS COUNSEL: China Energy Resources Corp. The Equity Group Inc. Bill H. Zhao, Chairman of the Board Loren Goldstein (212) 836-9604 (301) 670-5595 lgoldstein@equityny.com Linda Latman (212) 836-9609 -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CHINA ENERGY RESOURCES CORPORATION By: /s/ Bill H. Zhao --------------------------------- Bill H. Zhao Chairman of the Board Date: March 12, 1999 -----END PRIVACY-ENHANCED MESSAGE-----