UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CHINA CONTINENTAL, INC.
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(Exact name of registrant as specified in its charter)
Nevada 87-0431063
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
1801-1806 Hua Qin International Building, 340 Queen's Road, Central, Hong Kong
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(Address of principal executive offices) (Zip Code)
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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If this Form relates to this registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1), please check the
following box.
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box.
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 Par Value
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(Title of Class)
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(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
Furnish the information required by Item 202 of Regulation S-K (Section 229.202
of this chapter).
Instruction. If a description of the securities comparable to that required here
is contained in any prior filing with the Commission, such description may be
incorporated by reference to such other filing in answer to this item. If such
description will be included in a form of prospectus subsequently filed by the
registrant pursuant to Rule 424(b) under the Securities Act (Section 230.424(b)
of this chapter), this registration statement shall state that such prospectus
shall be deemed to be incorporated by reference into the registration statement.
If the securities are to be registered on a national securities exchange and the
description has not previously been filed with such exchange, copies of the
description shall be filed with copies of the application filed with the
exchange.
Each share of common stock is entitled to share pro rata in dividends or any
other distributions with respect to common stock, when and if declared by the
board of directors from funds legally available therefore. Upon dissolution,
liquidation or winding up of the Company, the assets of the Company will be
divided pro rata on a share for share basis among shareholders of the shares of
common stock. Each holder of a share of common stock is entitled to one vote per
share with respect to all matters that are required by law to be submitted to
shareholders.
Item 2. Exhibits
List below all exhibits filed as part of the registration statement:
3.1 Articles of Incorporation
3.1 Bylaws
4.1 Specimen Share Certificate
Instruction. See the instructed as to exhibits, set forth below.
Signature
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
(Registrant) China Continental, Inc.
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Date: December 10, 1998
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By: /s/ Harry H.H. Ho, Chairman
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(Print this name and title of the signing officer under his
signature)
INSTRUCTIONS AS TO EXHIBITS
I. If the securities to be registered on this form are to be registered on
which other securities of the registrant are registered, they are to be
registered pursuant to Section 12(g) of the Act, copies of all consistent
instruments defining the rights of the holders of each class of such
securities, including any contracts or other documentation which limits or
qualify the rights of such holder, shall be filed as exhibits with each
copy of the registration statement filed with the Commission or with an
exchange, subject to Rule 12b-32 regarding incorporation of exhibits by
reference.
II. If the securities to be registered are to be registered on an exchange on
which no other securities of the registrant are registered, the following
exhibits shall be filed with each copy of the registration statement filed
with each such exchange, but need not be filed with or incorporated by
reference in, copies of the registration statement filed with the
Commission:
1. Copies of the last annual report filed pursuant to Section 13 or 15(d)
of the Act or, if no such report has yet been filed, copies of the
latest registration statement filed pursuant to Section 12(b) or (g)
of the Act, or pursuant to the Securities Act of 1933.
2. Copies of all current quarterly or semi-annual reports filed pursuant
to Section 23 or 15(d) of the Act since the end of the fiscal year
covered by the annual report filed pursuant to Instruction 3 above, or
if none, since the effective date of the latest registration
statements so filed.
3. Copies of the latest definitive proxy statement or information
statement, if any, filed with the Commission pursuant to Section 14 of
the Act.
4. Copies of the charter and bylaws, or instruments corresponding
thereto, and copies of any other documents defining the rights of
holders of the securities to be registered.
5. Specimens or copies of each security to be registered hereunder.
6. Copies of the last annual report submitted to stockholders by the
registrant or its predecessors. Such annual report shall not be deemed
to be "filed" with the exchange or otherwise subject to the
liabilities of Section 18 of the Act, except to the extent it may
already be subject thereto.
FORM 8-A
CHINA CONTINENTAL, INC.
Commission File No. 33-3276-D
Item 1. Description of Registrant's Securities to be Registered.
Each share of common stock is entitled to share pro rata in dividends or
any other distributions with respect to common stock, when and if declared by
the board of directors from funds legally available therefore. Upon dissolution,
liquidation or winding up of the Company, the assets of the Company will be
divided pro rata on a share for share basis among shareholders of the shares of
common stock. Each holder of a share of common stock is entitled to one vote per
share with respect to all matters that are required by law to be submitted to
shareholders.