8-K/A
1
chinaresources-8ka.txt
AMENDED CURRENT REPORT
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): April 30, 2001
CHINA RESOURCES DEVELOPMENT, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada 0-26046 97-02623643
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
Room 2105, West Tower, Shun Tak Centre,
200 Connaught Road C., Sheung Wan, Hong Kong
Telephone: 011-852-2810-7205
(Address and telephone number of principal executive offices)
Item 2. Acquisition or Disposition of Assets.
On April 30, 2001, the Registrant consummated the acquisition of the
39% minority interest in its 61%-owned subsidiary, Hainan Zhongwei Agricultural
Resources Company Limited. Concurrently, the Registrant disposed of certain
assets to the seller of the 39% minority interest. Completion of the
transactions was previously disclosed in the Company's Current Report on Form
8-K, filed May 17, 2001. The purpose of this filing is to amend that Current
Report on Form 8-K by filing certain financial statements and other financial
information required by Regulation S-X and identified in Item 7 below.
("Rmb" refers to Renminbi yuan, the lawful currency of the People's
Republic of China. Translation of amounts from Renminbi to U.S. dollars have
been made at the single rate of exchange as quoted by the People's Bank of China
(the "PBOC Rate") on March 31, 2001, which was US$1.00 = Rmb8.28. The Renminbi
is not freely convertible into foreign currencies, and no representation is made
that the Renminbi amounts referred to herein could have been or could be
converted into U.S. dollars at the PBOC Rate or at all.)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements
The consolidated financial statements of HARC for the fiscal year ended
December 31, 2000 are included in the audited consolidated financial statements
of the Registrant which have been filed under Item 8 of the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 2000, and are hereby
incorporated by reference.
The consolidated financial statements of HARC for the three months
ended March 31, 2001 are included in the condensed consolidated financial
statements of the Registrant which have been filed under Item 1 of the
Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2001,
and are hereby incorporated by reference.
(b) Pro Forma Financial Information
The accompanying unaudited pro forma consolidated financial information
is based on the historical consolidated financial statements of the Company
adjusted to give effect to the acquisition of the 39% minority equity interest
in HARC, and the disposition of 24,877,008 shares of Sundiro, a 13% interest in
Xilian and a 58% interest in Weilin. The unaudited pro forma condensed
consolidated balance sheet as of March 31, 2001 has been prepared assuming the
acquisition and disposition took place as of March 31, 2001. The unaudited pro
forma condensed consolidated income statements for the year ended December 31,
2000 and the three months ended March 31, 2001 have been prepared assuming the
acquisition and disposition had taken place at the beginning of the periods
presented.
The unaudited pro forma condensed consolidated balance sheet, income
statements and notes thereto should be read in conjunction with the consolidated
financial statements included in the Company's Annual Report on Form 10-K for
the year ended December 31, 2000 and the Company's Quarterly Report on Form 10-Q
for the three months ended March 31, 2001.
The pro forma information includes certain adjustments and estimates by
management. Management does not believe that this information is necessarily
indicative of the financial position or results of operations that might have
occurred had the acquisition and disposition taken place at the beginning of the
periods presented or as of March 31, 2001. Management further does not believe
that this information should be used to project the Company's financial position
or results of operations at any future date or for any future period.
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CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
AS OF MARCH 31, 2001
(Amounts in thousands, except share and per share data)
Historical Adjustments Pro Forma Pro Forma
---------- ----------- --------- ---------
RMB RMB RMB US$
ASSETS
CURRENT ASSETS:
Cash and cash equivalents 79,277 (1) (a) 79,276 9,574
Marketable securities 869 869 105
Trade receivables 88 (88) (a) -- --
Inventories - finished goods 2,900 (1,286) (a) 1,614 195
Other receivables, deposits
and prepayments 9,192 (1,126) (a) 8,066 974
Amount due from Farming Bureau 13,509 (50,605) (b) (37,096) (4,480)
Amounts due from related companies 1,137 (501) (a) 636 77
------- ------- -------
TOTAL CURRENT ASSETS 106,972 53,365 6,445
PROPERTY AND EQUIPMENT 13,148 (4,260) (a) 8,888 1,073
INVESTMENTS 184,374 (74,809) (c) 109,565 13,233
INTANGIBLE ASSETS 6,522 16,887 (d) 23,409 2,827
------- ------- -------
TOTAL ASSETS 311,016 195,227 23,578
======= ======= =======
LIABILITIES AND
SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable 732 (479) (a) 253 31
Other payables and accrued liabilities 8,076 (176) (a) 7,900 954
Due to investment adviser 12,253 12,253 1,480
Income taxes payable 1,037 1,037 125
Amounts due to related companies 666 666 80
------- ------- -------
TOTAL CURRENT LIABILITIES 22,764 22,109 2,670
MINORITY INTERESTS 113,430 (115,134) (e) (1,704) (206)
------- ------- -------
TOTAL LIABILITIES AND
MINORITY INTERESTS 136,194 20,405 2,464
------- ------- -------
SHAREHOLDERS' EQUITY
Common stock 7 7 1
Series B preferred stock 3 3 --
Additional paid-in capital 169,052 169,052 20,417
Reserves 28,028 28,028 3,385
Accumulated deficits (22,302) (22,302) (2,693)
Accumulated other comprehensive gain 34 34 4
------- ------- -------
TOTAL SHAREHOLDERS' EQUITY 174,822 174,822 21,114
------- ------- -------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY 311,016 195,227 23,578
======= ======= =======
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The condensed consolidated unaudited pro forma balance sheet has been
prepared as if the acquisition of the 39% minority equity interest in HARC, and
the disposition of 24,877,008 shares of Sundiro, a 13% interest in Xilian and a
58% interest in Weilin occurred as of March 31, 2001.
(a) This item represents the elimination of assets and liabilities on
disposal of Weilin.
(b) This item represents the consideration payable to the Farming Bureau of
RMB129,405 on the acquisition of the 39% minority equity interest in
HARC less the total consideration receivable from the Farming Bureau of
RMB78,800 on disposition of 24,877,008 shares of Sundiro, a 13%
interest in Xilian and a 58% interest in Weilin.
(c) This item represents the elimination of the fair value of 24,877,008
shares of Sundiro and 13% interest in Xilian.
(d) This item represents the goodwill arising on the acquisition of the 39%
minority equity interest in HARC.
(e) This item represents the elimination of minority interests in HARC and
Weilin.
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CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2001
(Amounts in thousands, except share and per share data)
Historical Adjustments Pro Forma Pro Forma
---------- ----------- --------- ---------
RMB RMB RMB US$
Net sales 4,528 4,528 547
Cost of sales (4,199) (4,199) (507)
------- ------- -------
Gross profit 329 329 40
Depreciation (173) (173) (21)
Amortization (1,338) (422) (f) (1,760) (213)
Selling, general and
Administrative expenses (3,989) 41 (g) (3,948) (477)
Financial expenses, net (70) (67) (h) (137) (16)
Other income, net 10,547 10,547 1,274
------- ------- -------
Income before income taxes 5,306 4,858 587
Income taxes (1,262) (1,262) (153)
------- ------- -------
Income before minority interests 4,044 3,596 434
Minority interests 1,070 (981) (i)
(26) (g) 63 8
------- ------- -------
Net income 5,114 3,659 442
======= ======= =======
Basic and diluted earnings per share 6.10 4.37 0.53
======= ======= =======
Weighted average number
of shares outstanding 837,797 837,797 837,797
======= ======= =======
The condensed consolidated unaudited pro forma income statements for
the three months ended March 31, 2001 has been prepared as if the acquisition of
the 39% minority equity interest in HARC, and the disposition of 24,877,008
shares of Sundiro, a 13% interest in Xilian and a 58% interest in Weilin
occurred at the beginning of the fiscal quarter ended March 31, 2001.
(f) This item represents the amortization of goodwill on acquisition of the
39% minority equity in HARC which is amortized on the straight-line
basis over 10 years.
(g) This item represents the elimination of operating results of Weilin.
(h) This item represents the interest foregone on the payment of net cash
consideration to the Farming Bureau.
(i) This item represents the elimination of minority interests in HARC.
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CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENTS (UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 2000
(Amounts in thousands, except share and per share data)
Historical Adjustments Pro Forma Pro Forma
---------- ----------- --------- ---------
RMB RMB RMB US$
Net sales 6,954 (1,395) (j) 5,559 671
Cost of sales (6,402) 1,898 (j) (4,504) (544)
------- ------- -------
Gross profit 552 1,055 127
Depreciation (1,009) (1,009) (122)
Amortization (2,841) (1,689) (k) (4,530) (547)
Selling, general and
Administrative expenses (19,424) 291 (j) (19,133) (2,311)
Financial income, net 7,871 (367) (l)
(1) (j) 7,503 906
Other expenses, net (1,264) 1,119 (j) (145) (17)
------- ------- -------
Loss before income taxes (16,115) (16,259) (1,964)
Income taxes (2,887) (2,887) (349)
------- ------- -------
Loss before minority interests (19,002) (19,146) (2,313)
Minority interests (4,198) 3,747 (m)
(1,231) (j) (1,682) (203)
------- ------- -------
Net loss (23,200) (20,828) (2,516)
======= ======= =======
Basic and diluted loss per share (32.43) (29.12) (3.52)
======= ======= =======
Weighted average number
of shares outstanding 715,349 715,349 715,349
======= ======= =======
The condensed consolidated unaudited pro forma income statements for
the year ended December 31, 2000 has been prepared as if the acquisition of the
39% minority equity interest in HARC, and the disposition of 24,877,008 shares
of Sundiro, a 13% interest in Xilian and a 58% interest in Weilin occurred at
the beginning of the fiscal year ended December 31, 2000.
(j) This item represents the elimination of operating results of Weilin.
(k) This item represents the amortization of goodwill on acquisition of the
39% equity interest in HARC, which is amortized on the straight-line
basis over 10 years.
(l) This item represents the interest foregone on the payment of net cash
consideration to the Farming Bureau.
(m) This item represents the elimination of minority interests in HARC.
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(c) Exhibits:
The following exhibits are incorporated by reference to exhibits with
the corresponding numbers in the Registrant's Current Report on Form 8-K, filed
on May 17, 2001:
Exhibit No. Exhibit Description
----------- -------------------
10.27 Agreement for the Sale and Purchase of Shares in HARC by and
between the Farming Bureau and Shenzhen Shenhua Investment Co.
Ltd. dated April 17, 2001
10.28 Agreement for the Sale and Purchase of Shares in HARC by and
between the Farming Bureau and Shenzhen Fengsun Development
Co. Ltd. dated April 17, 2001
10.29 Agreement for the Sale and Purchase of Shares in HARC by and
between the Farming Bureau and Hainan Zhongwei Trading Co.
Ltd. dated April 17, 2001
10.30 Agreement for the Sale and Purchase of Shares in HARC by and
between the Farming Bureau and Shenzhen Chaopeng Investment
Co. Ltd. dated April 17, 2001
10.31 Agreement for the Sale and Purchase of Shares in HARC by and
between the Farming Bureau and Shenzhen Feishang Development
Co. Ltd. dated April 17, 2001
10.32 Form of Declaration of Trust
10.33 Agreement for the Sale and Purchase of Shares in Xilian Timber
Mill by and between HARC and the Farming Bureau dated April
17, 2001
10.34 Agreement for the Sale and Purchase of Shares in Hainan Weilin
by and between HARC and the Farming Bureau dated April 17,
2001
10.35 Agreement for the Sale and Purchase of Shares in Hainan
Sundiro Motorcycle Co. Ltd. by and between HARC and the
Farming Bureau dated April 17, 2001
99.1 Press Release issued by Registrant dated May 17, 2001
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
CHINA RESOURCES DEVELOPMENT, INC.
June 1, 2001 By: /s/ Ching Lung Po
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Name: Ching Lung Po
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Title: Chairman
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