Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
Amendment No. 1
Registration Statement
Under
The Securities Act of 1933
CHINA CONTINENTAL, INC.
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(Exact name of registrant as specified in its charter)
Nevada 87-0431063
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(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
1808-1802 Evening Newspaper Mansion
358 Najning Road
Tianjin, PRC N/A
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(Address of Principal Executive Offices) (Zip Code)
Stock Issuable for Legal Services rendered
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(Full title of the plan)
Eric Ng Copy to:
China Continental, Inc. Hank Vanderkam
1808-1802 Evening Newspaper Mansion Vanderkam & Sanders
358 Najning Road 440 Louisiana, #475
Tianjin, PRC Houston, TX 77002
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(713) 547-8900
(Name, address and telephone number
of agent for service)
Approximate date of proposed sales pursuant to the plan: From time to time
after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
- -------------------------------- -------------- ------------------- -------------------- --------------
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price per aggregate offering registration
to be registered registered share (1) price fee
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Common Stock, $.001 par value 4,870,000 $.03 $146,100 $13.44
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(1) Calculated in accordance with Rule 457(c) solely for the purpose of
determining the registration fee. The offering price is based on the
average bid and asked price as reported on Nasdaq Electronic Bulletin Board
on July 31, 2002.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
Information required by Item 1 is included in documents sent or given
to participants in the Plan pursuant to Rule 428(b)(1) of the Securities Act.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Information required by Item 2 is included in documents sent or given
to participants in the Plan pursuant to Rule 428(b)(1) of the Securities Act.
RESALE PROSPECTUS
CHINA CONTINENTAL, INC.
UP TO 4,870,000
SHARES OF COMMON STOCK
WHICH THE SELLING SHAREHOLDERS MAY RESELL UNDER THIS PROSPECTUS
You should read this resale prospectus carefully before you invest. This
prospectus relates to 4,870,000 shares of common stock $.001 par value per share
(the "Common Stock") of China Continental, Inc. (the "Company"). The
stockholders of the Company listed in the "Selling Stockholders" section of this
resale prospectus may offer and resell shares of Common Stock under this resale
prospectus for their own accounts. China Continental, Inc. ill not receive any
proceeds from the resale of these shares by the selling stockholders.
These shares were issued or are issuable to the selling stockholders and
others as follows
(i) 4,870,000 issued and issuable for legal services rendered, 2,000,000 of
which had previously been issued and 2,870,000 newly issuable shares.
The selling stockholders may offer their common stock through public or
private transactions, at prevailing market prices or at privately negotiated
prices. These future prices are not currently known.
China Continental, Inc. stock is traded on the Nasdaq OTC Bulletin Board
under the symbol "CHCL". On July 31, 2002 the last reported sale price for the
common stock on the Nasdaq OTC Bulletin Board was $.03 per share.
See Risk Factors beginning on page 2 to read about factors you should
consider before buying shares of common stock.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION MADE TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus August 1, 2002
Risk Factors
You should carefully consider the risks described below before deciding
whether to invest in China Continental, Inc. If any of the contingencies
discussed in the following paragraphs or other materially adverse events
actually materialize, the business, financial condition and results of
operations of China Continental could be materially and adversely affected. In
such a case, the trading price of China Continental=s common stock could
decline, and you could lose all or part of your investment.
1) Revised Corporate Business
In the past, the Company has been actively involved in the sale of turnkey
production lines, machinery and equipment, accessories, spare parts and raw
materials. The Company has now moved away from this line of business into
agricultural genetics and farming in China. Because of the Company's
inexperience with this industry, there is no guaranty that its future results
will equal those of the past or that the Company will be profitable in this
industry.
2) Country Risk
Substantially all of the Company operations are conducted in the PRC and
accordingly, the Company is subject to special considerations and significant
risks not typically associated with companies operating in North America and
Western Europe. These include the risks associated with the political, economic
and legal environments and foreign currency exchange, among others. The
Company=s results may be affected by, among other things, changes in the
political and social conditions in the PRC and changes in government policies
with respect to laws and regulations, anti-inflation measures, currency
conversion and remittance abroad and rates and method of taxation. The PRC
government has implemented economic reform policies in recent years, and these
reforms may be refined or changed by the government at any time. It is possible
that a change in the PRC leadership could lead to changes in economic policy. In
addition, a substantial portion of the Company revenue is denominated in
Renminbi (RMB) which must be converted into other currencies before remittance
outside the PRC. Both the conversion of the Reminbi and other foreign currencies
and remittance of foreign currencies abroad require approval of the PRC
government.
3) Agricultural Genetics Industry
The Company is subject to the risks and uncertainties associated with the
agricultural genetics business industry. The industry, can be negatively
affected by a number of factors, including the following: the market price of
livestock, outbreaks of diseases in humans or animals (such as BSE or ad cow
disease or foot and mouth disease); weather conditions; government farm
programs; government regulations; restrictive quota policies and trade policies
and tariffs; and general economic conditions, either local, regional or global.
4) Bottled Water Industry
The Company is subject to the risks and uncertainties associated with the
bottling industry. The business can be negatively affected by a number of
factors, including the following: finding the appropriate joint venture partner,
raising the necessary capital, general risks associated with building a bottling
plant, competition, government regulations, and general economic conditions.
Market Overhang and Shares Available For Future Sale
The market price of China Continental, Inc.'s common stock could drop if
substantial amounts of shares are sold in the public market or if the market
perceives that such sales could occur. A drop in the market price could
adversely affect holders of the stock and could also harm China Continental,
Inc.'s ability to raise additional capital by selling equity securities. China
Continental has registered for public sale in the registration statement of
which this prospectus is a part 4,870,000 of its common stock issuable for
various services rendered, based on a market price of the common stock of $.03
per share as of July 31, 2002, and as of that date China Continental, Inc. had
outstanding.
A Note About Forward-Looking Statements
This prospectus contains both historical and forward-looking statements.
All statements other than statements of historical fact are, or may be deemed to
be, forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
The forward-looking statements in this prospectus are not based on historical
facts, but rather reflect the current expectations of the management of China
Continental concerning future results and events.
The forward-looking statements generally can be identified by the use of
terms such as "believe," "expect," "anticipate," "intend," "plan," "foresee,"
"likely," "will" or other similar words or phrases. Similarly, statements that
describe the objectives, plans or goals of China Continental are or may be
forward-looking statements.
Forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause the actual results, performance or achievements
of China Continental, Inc. to be different from any future results, performance
and achievements expressed or implied by these statements. You should review
carefully all information, including the financial statements and the notes to
the financial statements included in this prospectus. In addition to the factors
discussed above under "Risk Factors," the following important factors could
affect future results, causing the results to differ materially from those
expressed in the forwardlooking statements in this prospectus:
Use Of Proceeds
Because this prospectus is solely for the purpose of permitting the
Individual receiving shares pursuant to grants made by theBoard of Directors for
sevices already rendered (AIndividuals@) to offer and sell shares, China
Continental will not receive any proceeds from the sale of the shares being
offered. The selling stockholders will receive all the proceeds.
Determination Of Offering Price
This offering is solely for the purpose of allowing Individuals to sell
shares. The Individuals may elect to sell some or all of their shares when they
choose, in the near future or at a later date, at the price at which they choose
to sell. As the market develops, the Individuals will therefore determine the
price for their shares.
Dilution
This offering is for sales of shares by Individuals. Such sales will not
result in any dilution to the net tangible book value per share of the common
stock of China Continental before and after the sales. Prospective investors
should be aware, however, that the market price of shares being sold may not
bear any rational relationship to net tangible book value per share. As of March
31, 2002, the net tangible book value per outstanding share of the common stock
of China Continental was $.68.
INDIVIDUALS
The Individuals acquired beneficial ownership of all the shares offered for
resale pursuant to this prospectus in compensatory transactions. These
transactions include compensation for services rendered by employees and third
party professionals. A shareholder is deemed to beneficially own shares held in
his or her name and certain shares he or she does not own but has the right to
acquire upon option exercise or otherwise within 60 days after the date of this
prospectus.
After the distributions are complete, there are no selling stockholders
beneficially owning 1% or more of the outstanding common stock based on the
shares issued and outstanding as of July 31, 2002.
Plan Of Distribution
China Continental, Inc. is registering this offering of shares on behalf of
the Individual. China Continental, Inc. will pay all costs, expenses and fees
related to the registration, including all registration and filing fees,
printing expenses, fees and disbursements of its counsel, blue sky fees and
expenses. The Individuals will pay any underwriting discounts and selling
commissions in connection with the sale of the shares.
The Individuals may sell the shares covered by this prospectus from time to
time in one or more transactions through the OTC Bulletin Board or an
interdealer quotation system, on one or more securities exchanges, in
alternative trading markets or otherwise, at prices and at terms then prevailing
or at prices related to the then current market price, or in negotiated
transactions. The Participant will determine the prices at which they sell their
shares in these transactions. The Participant may effect the transactions by
selling the shares to or through broker-dealers. In effecting sales,
broker-dealers engaged by the Individuals may arrange for other brokerdealers to
participate in the resales. The shares may be sold by one or more, or a
combination, of the following:
a block trade in which the brokerdealer attempts to sell the shares as
agent but may position and resell a portion of the block as principal to
facilitate the transaction,
purchases by a brokerdealer as principal and resale by the brokerdealer for
its account,
ordinary brokerage transactions and transactions in which the broker
solicits purchasers, and privately negotiated transactions.
The amount of securities to be offered or resold by means of this
prospectus by each Individual, and any other person with whom he or she is
acting in concert for the purpose of selling securities of China Continental,
Inc. is limited by SEC Rule 144(e)(1) and (2). The number of shares resold may
not exceed, during any three-month period, the greater of:
1% of the shares of the class outstanding as shown by the most recent
report published by the issuer, or
the average weekly reported volume of trading in such securities during the
four calendar weeks preceding the date of receipt of the order to execute
the transaction by the broker or the date of execution of the transaction
directly with a market maker.
For the purpose of determining the amount of securities sold during any
three-month period, the following provisions shall apply:
(i) Where both convertible securities and securities of the class into
which they are convertible are sold, the amount of convertible securities sold
shall be deemed to be the amount of securities of the class into which they are
convertible for the purpose of determining the aggregate amount of securities of
both classes sold;
(ii) The amount of securities sold for the account of a pledgee thereof, or
for the account of a purchaser of the pledged securities, during any period of
three months within one year after a default in the obligation secured by the
pledge, and the amount of securities sold during the same three-month period for
the account of the pledgor shall not exceed, in the aggregate, the amount
specified in paragraph SEC Rule 144(e)(1) or (2), whichever is applicable;
(iii) The amount of securities sold for the account of a donee thereof
during any period of three months within one year after the donation, and the
amount of securities sold during the same three-month period for the account of
the donor, shall not exceed, in the aggregate, the amount specified in paragraph
SEC Rule 144(e)(1) or (2), whichever is applicable;
(iv) Where securities were acquired by a trust from the settlor of the
trust, the amount of such securities sold for the account of the trust during
any period of three months within one year after the acquisition of the
securities by the trust, and the amount of securities sold during the same
three-month period for the account of the settlor, shall not exceed, in the
aggregate, the amount specified in paragraph SEC Rule 144(e)(1) or (2),
whichever is applicable.
(v) The amount of securities sold for the account of the estate of a
deceased person, or for the account of a beneficiary of such estate, during any
period of three months and the amount of securities sold during the same period
for the account of the deceased person prior to his death shall not exceed, in
the aggregate, the amount specified in SEC Rule 144(e) (1) or (2), whichever is
applicable; provided, that no limitation on amount shall apply if the estate or
beneficiary thereof is not an affiliate of the issuer;
(vi) When two or more affiliates or other persons agree to act in concert
for the purpose of selling securities of an issuer, all securities of the same
class sold for the account of all such persons during any period of three months
shall be aggregated for the purpose of determining the limitation on the amount
of securities sold;
(vii) The following sales of securities need not be included in determining
the amount of securities sold: securities sold pursuant to an effective
registration statement under the Securities Act; securities sold pursuant to an
exemption provided by Regulation A under the Securities Act; securities sold in
a transaction exempt pursuant to Section 4 of the Securities Act and not
involving any public offering; and securities sold offshore pursuant to
Regulation S under the Securities Act.
The Individuals may enter into hedging transactions with broker-dealers. In
these transactions, broker-dealers may engage in short sales of the common stock
in the course of hedging the positions they assume with the Individual. The
Individual also may sell the common stock short pursuant to this prospectus and
redeliver the shares to close out these short positions. The Individual may
enter into option or other transactions with broker-dealers that require the
delivery to the broker-dealer of the shares covered by this prospectus. The
broker-dealer may then resell or otherwise transfer the shares pursuant to this
prospectus. The Individual also may loan or pledge the shares to a
broker-dealer. The broker-dealer may then sell the loaned shares or, upon a
default by the Individual, the broker-dealer may sell the pledged shares
pursuant to this prospectus.
The Individual may engage in other financing transactions that may include
forward contract transactions or borrowings from financial institutions in which
the shares are pledged as security. In connection with any of these forward
contract transactions, the Individual would pledge shares to secure their
obligations and the counterparty to these transactions would sell the common
stock short to hedge its transaction with the Individual. Upon a default by the
Individual under any of these financings, including a forward contract
transaction, the pledgee or its transferee may sell the pledged shares pursuant
to this prospectus. Any such pledgee or its transferee will be identified in
this prospectus by post-effective amendment to the registration statement of
which it is a part.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from the Individual. Broker-dealers or
agents may also receive compensation from the purchasers of the shares for whom
they act as agents or to whom they sell as principals, or both. Compensation to
a particular broker-dealer may be in excess of customary commissions and will be
in amounts to be negotiated with an Individual in connection with the sale.
Broker-dealers or agents, any other participating broker-dealers and the
Individuals may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act in connection with sales of the shares. Accordingly,
any commission, discount or concession received by them and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
discounts or commissions under the Securities Act. Because the Individual may be
deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, the Individuals will be subject to the prospectus delivery
requirements of the Securities Act.
The Individual will be subject to applicable provisions of the Securities
Exchange Act of 1934 and the associated rules and regulations, including
Regulation M. These provisions may limit the timing of purchases and sales of
shares of the common stock of China Continental, Inc. by the Individual. China
Continental, Inc. will make copies of this prospectus available to the
Individual and has informed them of the need for delivery of copies of this
prospectus to purchasers at or before the time of any sale of the shares.
Legal Opinion
Vanderkam & Sanders, Houston, TX has passed upon the legality of the shares
offered by this prospectus.
Experts
Thomas Leger & Company, LLP, independent auditors, have reviewed the
consolidated equity and cash flows of China Continental, Inc. as of the year
ended December 31, 2001 as set forth in the Form 10-K Registration Statement
filed August 1, 2002, which is incorporated by reference in this prospectus and
elsewhere in the registration statement.
With respect to the unaudited interim financial information included
herein, the independent certified public accountants have not audited or
reviewed the information and have not expressed an opinion or any other form of
assurance with respect to this information.
How To Obtain Additional Information
China Continental, Inc. has filed a registration statement with the
Securities and Exchange Commission relating to the securities offered by this
prospectus. The prospectus does not contain all of the information set forth in
the registration statement. For further information with respect to China
Continental and the securities offered by this prospectus, refer to the
registration statement. In addition, China Continental recently became a public
company required to file annual and quarterly reports with the Securities and
Exchange Commission. You may read and copy the registration statement and any
materials China Continental files with the Securities and Exchange Commission at
the Securities and Exchange Commission's Public Reference Room at 450 Fifth
Street, N.W., Washington, DC 20549. The public may obtain information on the
operation of the Public Reference Room by calling the Securities and Exchange
Commission at 1800SEC0330. The Securities and Exchange Commission also maintains
an Internet site at www.sec.gov where China Continental' Securities and Exchange
Commission filings can be viewed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference into this
Registration Statement and are made a part hereof:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2001.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the Annual Report referred
to in Item 3(a) above, including, but not limited to, the Company's
quarterly reports on Form 10-QSB through the fiscal quarter ended March 31,
2002.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, 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 date of the filing of such
reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES
Common Stock
General. The Company is authorized to issue 1,000,000,000 shares of Common
Stock, $.001 par value per share.
The holders of the Common Stock are entitled to receive dividends when, as
and if declared by the Board of Directors, out of funds legally available
therefor. In the event of liquidation, dissolution or winding up of the Company,
the holders of the Common Stock are entitled to share ratably in all assets
remaining available for distribution to them after payment of liabilities and
after provision has been made for each class of stock, if any, having preference
over the Common Stock. The holders of the Common Stock as such have no
conversion, preemptive or other subscription rights and there are no redemption
provisions applicable to the Common Stock.
Voting Rights. The holders of the Common Stock are entitled to one vote for
each share held of record on all matters to be voted on by stockholders. There
is no cumulative voting with respect to the election of directors, with the
results that the holders of shares having more than fifty percent (50%) of the
votes for the election of directors can elect all of the directors.
Dividend Policy. To date, the Company has not paid any dividends on its
Common Stock. The payment of dividends, if any, in the future is within the
discretion of the Board of Directors and will depend upon the Company's
earnings, its capital requirements and financial condition and other relevant
factors. The Board does not intend to declare any dividends in the foreseeable
future, but instead intends to retain all earnings, if any, for use in the
Company's business operations.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles of Incorporation, as amended, eliminate the personal
liability of directors to the Company or its stockholders for monetary damages
for breach of fiduciary duty to the extent permitted by Nevada law. The
Company's Bylaws provide that the Company shall have the power to indemnify its
officers and directors to the extent permitted by Nevada law. Nevada law
authorizes a corporation to indemnify directors, officers, employees or agents
of the corporation in non-derivative suits if such party acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interest
of the corporation and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful, as determined in
accordance with Washington law.
The provisions affecting personal liability do not abrogate a director's
fiduciary duty to the Company and its shareholders, but eliminate personal
liability for monetary damages for breach of that duty. The provisions do not,
however, eliminate or limit the liability of a director for failing to act in
good faith, for engaging in intentional misconduct or knowingly violating a law,
for authorizing the illegal payment of a dividend or repurchase of stock, for
obtaining an improper personal benefit, for breaching a director's duty of
loyalty, which is generally described as the duty not to engage in any
transaction which involves a conflict between the interest of the Company and
those of the director, or for violations of the federal securities laws.
The provisions regarding indemnification provide, in essence, that the
Company will indemnify its directors against expenses (including attorneys
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with any action, suit or proceeding arising out of the
director's status as a director of the Company, including actions brought by or
on behalf of the Company (shareholder derivative actions). The provisions do not
require a showing of good faith. Moreover, they do not provide indemnification
for liability arising out of willful misconduct, fraud, or dishonesty, for
"short-swing" profits violations under the federal securities laws, for the
receipt of illegal remuneration or if the director received a benefit in money,
property or services to wich the director is not legally entitled. The
provisions also do not provide indemnification for any liability to the extent
such liability is covered by insurance.
The provisions also limit or indemnify against liability resulting from
grossly negligent decisions including grossly negligent business decisions
relating to attempts to change control of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 List of Natural Persons receiving shares and description of services
preferred.
5.1 Opinion and consent of Vanderkam & Sanders re: the legality of the
shares being registered
23.1 Consent of Vanderkam & Sanders (included in Exhibit 5.1)
23.2 Consent of Thomas Leger & Co. LLP
ITEM 9. UNDERTAKINGS
(a) The registrant hereby undertakes:
(1) To file, during any period in which offers or sells are being made, a
post-effective amendment to this registration statement 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.
(2) That, for the purpose of determining liability under the Securities
Act of 1933, each post-effective amendment shall be treated as a new
registration statement of the securities offered, and the offering of
the securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end 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 Act
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 of the registrant
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, 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 Act and will be governed by the final adjudication of
such issue.
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 the People's Republic of China on the 1st day of August 2002.
CHINA CONTINENTAL, INC.
By: /s/ Jia Ji Shang
--------------------
Jia Ji Shang
August 1, 2002
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
Signatures Title Date
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/s/ Jia Ji Shang Chairman of the Board and Chief
- ---------------- Executive Officer
Jia Ji Shang August 1, 2002
/s/ Malcolm Roy Brandon Director August 1, 2002
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Malcolm Roy Brandon
/s/ Zhong Cheng Zhang Director August 1, 2002
- ----------------------
Zhong Cheng Zhang
/s/ Shujing Li Director August 1, 2002
- --------------
Shujing Li
/s/ Jian Sheng Wei Director August 1, 2002
- ------------------
Jian Sheng Wei