-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>/in/edgar/work/20000815/0001116502-00-000022/0001116502-00-000022.txt : 20000922
<SEC-HEADER>0001116502-00-000022.hdr.sgml : 20000921
ACCESSION NUMBER:		0001116502-00-000022
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20000728
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20000815

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CHINA RESOURCES DEVELOPMENT INC
		CENTRAL INDEX KEY:			0000793628
		STANDARD INDUSTRIAL CLASSIFICATION:	 [5190
]		IRS NUMBER:				970263643
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		8-K
			SEC ACT:		
			SEC FILE NUMBER:	000-26046
			FILM NUMBER:		703516
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		ROOM 2005 20/F UNIVERSAL TRADE CENTRE
				STREET 2:		3-5A ARBUTHNOT RD
				CITY:			CENTRAL HONG KONG
				BUSINESS PHONE:		011-852-28
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		C/O BAKER & HOSTETLER
					STREET 2:		P O BOX 112
					CITY:			ORLANDO
					STATE:			FL
					ZIP:			32802
</MAIL-ADDRESS>

					FORMER COMPANY:	
						FORMER CONFORMED NAME:	MAGENTA CORP
						DATE OF NAME CHANGE:	19940217
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>CURRENT REPORT
<TEXT>



                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                -------------------------------------------------


                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
                -------------------------------------------------


         Date of Report (Date of earliest event reported): July 28, 2000

                        CHINA RESOURCES DEVELOPMENT, INC.
               (Exact Name of Registrant as Specified in Charter)

<TABLE>
<S>                                     <C>                                     <C>

           Nevada                              33-5628-NY                            97-0263643
(State or other jurisdiction            (Commission File Number)                    (IRS Employer
      of incorporation)                                                          Identification No.)
</TABLE>


                    Room 2005, 20/F., Universal Trade Centre
                               3-5A Arbuthnot Road
                               Central, Hong Kong
                    (Address of principal executive offices)

               Registrant's telephone number, including area code:
                                011-852-2810-7205

         (Former name or former address, if changed since last report.)

Page 1 of 14                                             Exhibit Index on page 5


<PAGE>


Item 1.    Changes in Control of Registrant.

           Not applicable.


Item 2.    Acquisition or Disposition of Assets.

           The Registrant's 61%-owned subsidiary, Hainan Zhongwei Agricultural
Resources Company Limited ("HARC"), a PRC company, entered into a Stock Purchase
Agreement, dated as of July 28, 2000, whereby it purchased 24,587,200 legal
person shares, par value Rmb1 per share (the "Shares"), of Sundiro Motorcycle
Company Limited ("Sundiro"), a PRC company, from Hainan Guilinyang State Farm
("Guilinyang"), which is a wholly-owned subsidiary of the Hainan Farming Bureau.
The purchase price for the Shares was Rmb67,614,800 (U.S.$8,166,000) or Rmb2.75
(US$0.33) per share, which price reflected a discount of approximately 70% to
the average closing price for the Shares for the five days preceding the date of
the Stock Purchase Agreement, which was Rmb9.2 (US$1.1) per share, as reported
on the Shenzhen Stock Exchange of the People's Republic of China. After the said
purchase, HARC now owns approximately 8.7% of the total share capital of
Sundiro.

           The Stock Purchase Agreement was approved by the Board of Directors
of the Registrant, including a majority of the directors not affiliated with the
Hainan Farming Bureau. Director Lin Yu Quan disclosed potential conflicts to the
Board, which resulted from his affiliation with Hainan Farming Bureau. The
Registrant issued a press release disclosing the transaction on August 15, 2000,
a copy of which is attached as an exhibit to this report.

           ("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 June 30, 2000, 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 3.    Bankruptcy or Receivership.

           Not applicable.


Item 4.    Changes in Registrant's Certifying Accountant.

           Not applicable.



Item 5.    Other Events.

           Not applicable.
                                      -2-
<PAGE>

Item 6.    Resignations of Registrant's Directors

           Not applicable.


Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits.

           The following exhibit is filed with this report:

           Exhibit No.             Exhibit Description
           -----------             -------------------

           10.26                   Stock Purchase Agreement by and between HARC
                                   and Guilinyang dated July 28, 2000 (Certified
                                   English translation of original Chinese
                                   version filed herewith.)

           99.1                    Press Release issued by Registrant dated
                                   August 15, 2000 (Filed herewith.)


Item 8. Change in Fiscal Year.

         Not applicable.


                                      -3-

<PAGE>



                                   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.



August 15, 2000                             By: /s/ Ching Lung Po
                                               ------------------

                                            Name: Ching Lung Po

                                            Title: Chairman

<PAGE>



                                 EXHIBITS INDEX

Exhibit No.             Exhibit Description
- -----------             -------------------

10.26        Stock Purchase Agreement by and between HARC and Guilinyang dated
             July 28, 2000 (Certified English translation of original Chinese
             version filed herewith.)

99.1         Press Release issued by Registrant dated August 15, 2000 (Filed
             herewith.)


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.26
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>STOCK PURCHASE AGREEMENT
<TEXT>



The undersigned officer of China Resources Development, Inc., hereby represents
that the following is a fair and accurate English translation of the original
Chinese version of the Stock Purchase Agreement between HARC and Guilinyang
dated July 28, 2000.

                                             /s/ Wong Wah On
                                             ---------------
                                             Wong Wah On

                                             Secretary and Financial Controller


<PAGE>








                            STOCK PURCHASE AGREEMENT

                                 by and between

                          HAINAN GUILINYANG STATE FARM

                                       AND

                HAINAN ZHONGWEI AGRICULTURAL RESOURCES CO., LTD.


 with respect to 24,587,200 Legal Person Shares, representing 3.34% of the total
                     issued and outstanding share capital of


                     HAINAN SUNDIRO MOTORCYCLE COMPANY LTD.


                                       2
<PAGE>








This Stock Purchase Agreement is made and entered into by and between :-

(1)  Hainan Guilinyang State Farm (the "Seller") with its registered office
situated at Lingshan, Qiongshan City, Hainan Province 571100. Mr. Li Yun
Ying as its legal representative; and

(2)  Hainan Zhongwei Agricultural Resources Co., Ltd. (the "Purchaser") with its
registered office situated at 6th Floor, Hongyun International Hotel, No.
13 Haixiu Street, Haikou City, Hainan Province 570206. Mr. Lin Yu Quan as
its legal representative.

WHEREAS the Seller owns 24,587,200 Legal Person Shares of Hainan Sundiro
Motorcycle Company Ltd. (the "Company") and desires to sell and the Purchaser
desires to purchase all of such stock.

WHEREBY it is now agreed as follows:-

                                    ARTICLE I
                                 SALE OF SHARES

1.1 The Seller agrees to sell to the Purchaser, and the Purchaser agrees to
purchase from the Seller Legal Person Shares owned by the Seller and all of the
rights and interests of the Seller therein and thereto at the Effective Date of
this Agreement on terms and subject to the conditions set forth in this
Agreement.

1.2 The Seller owns 24,587,200 Legal Person Shares of the Company. The number of
shares to be sold to the Purchaser (the "Shares") is Twenty Four Million Five
Hundred Eighty Seven Thousand and Two Hundred (24,587,200) Legal Person Shares,
par value RMB1 per share, which constitutes approximately 3.34% of the total
issued and outstanding share capital of the Company.

                                   ARTICLE II

                             PURCHASE CONSIDERATION

2.1 The total purchase consideration for the Shares under this Agreement is
Renminbi Yuan Sixty Seven Million Six Hundred Fourteen Thousand and Eight
Hundred Only (RMB67,614,800) (the "Purchase Consideration").

2.2 The Purchase Consideration shall become payable to an account designated by
the Seller within 30 days after the completion of the registration of transfer
of shares in the Shenzhen Stock Exchange Registration Company Ltd. (the
"Registration Company").

2.3 The Seller shall give a notice to the Purchaser within 15 days after the
completion of registration of transfer of shares as set forth in Article 2.2,
designating its account for the payment of the Purchase Consideration by the
Purchaser.

                                       3
<PAGE>

2.4 Notwithstanding any other provisions of this Agreement, at any time before
the Purchaser makes payment of the Purchase Consideration, the Purchaser shall
be entitled to set off part or total Purchase Consideration with any amount,
owed by the Seller to the Purchaser. Upon the issuing of notice of such set-off
by the Purchaser to the Seller, the set-off shall take effect whereby the
Purchaser shall be released from payment of part or all the Purchase
Consideration and the Seller shall be released from its debt to the Purchaser by
the amount being set off.

                                   ARTICLE III
                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller is hereby represents and warrants to the Purchaser as follows:

3.1 The Seller is a legal person duly organized and validly existing under the
laws of the People's Republic of China. The Seller has full corporate power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder.

3.2 The Company is listed on the Shenzhen Stock Exchange and as of the date of
this Agreement, its listing status has not been terminated, withdrawn, suspended
or restricted.

3.3 The Shares are duly authorized, validly issued, outstanding, fully paid and
nonassessable. The Seller owns the Shares free and clear of all liens, security
interests, pledges or encumbrances of any kind.

3.4 The execution and delivery by the Seller of this Agreement and the
performance by the Seller of its obligations under this Agreement shall not:

         (a) conflict with or result in a violation or breach of any of the
certificate or articles of assoication or other comparable corporate charter
documents of the Seller or the Company;

         (b) conflict with or result in a violation, default or breach, as
applicable, of any law, rule, regulation, order, writ, judgment, injunction,
decree, determination or award or contract or agreement applicable to the Seller
or the Company or any of their respective assets and properties.

3.5 The total number of shares of the Company owned by the Seller shall not fall
below 24,587,200 shares and be in conformity with the representations and
warranties made in Article 3.3 herein between the Effective Date of this
Agreement and the completion of registration of transfer of Shares with the
Registration Company.

3.6 The Seller shall disclose all information to its knowledge about the Company
which may cause the price of the Shares to move down at the Effective Date of
this Agreement other than information already made available and accessible to
the public.

                                       4
<PAGE>

                                   ARTICLE IV
                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Purchaser as follows:

4.1 The Purchaser is a legal person duly organized and validly existing under
the laws of the People's Republic of China . The Purchaser has full corporate
power and authority to execute and deliver this Contract and to perform its
obligations hereunder.

4.2 The execution and delivery by the Purchaser of this Agreement and the
performance by the Purchaser of its obligations under this Agreement shall not:

         (a) conflict with or result in a violation or breach of any of the
certificate or articles of incorporation or other comparable corporate charter
documents of the Purchaser or the Company;

         (b) conflict with or result in a violation, default or breach, as
applicable, of any law, rule, regulation, order, writ, judgment, injunction,
decree, determination or award or contract or agreement applicable to the
Purchaser or the Company or any of their respective assets and properties.

                                    ARTICLE V
                         EFFECTIVENESS OF THE AGREEMENT

5.1 This Agreement shall become binding and effective upon execution by both the
Seller and the Purchaser ("Effective Date").

5.2 Before the Effective Date of this Agreement, any rights and interests
related to the Shares shall be enjoyed by and, any obligations and liabilities
related to the Shares be undertaken by, the Seller.

5.3 The Seller agrees to assist the Purchaser to procure the formal ownership of
the Shares so as to enjoy all rights and interests and to undertake all
obligations and liabilities as a shareholder of the Company through the
completion of the registration of transfer in the Registration Company.

5.4 After the Effective Date of this Agreement, any rights and interests related
to the Shares shall be enjoyed by and any obligations and liabilities shall be
undertaken by the Purchaser except obligations or liabilities arising out of any
negligence or fault of the Seller before the completion of registration which
shall be undertaken by the Seller.

5.5 From the Effective Date of this Agreement to the completion of registration
of transfer:

         (1) unless under the written instruction of the Purchaser otherwise,
the Seller shall take all necessary actions to exercise the rights entitled
under the Shares including rights to receive bonus shares, dividend and stock
issue through capitalization of reserves, rights to participate in all right
issues and their subsequent transfer and listing of Shares and all other rights
and shall not waive any of the rights and interests entitled by the Shares, for
and on the benefit of the Purchaser.

                                       5
<PAGE>

         The Seller shall give at least three (3) days advance notice to the
Purchaser before it takes any of the aforesaid action.

         Any expenses and costs incurred in relation to the aforesaid action
shall be borne by the Purchaser and paid by the Seller in advance.

         (2) Any of the liabilities incurred other than the liabilities
undertaken by the Purchaser in accordance with 5.4 (1) herein shall be
undertaken by the Seller.

                                   ARTICLE VI
                  REPORT, PUBLIC ANNOUNCEMENT AND REGISTRATION

6.1 The sale of Shares under this Agreement shall be reported in writing to the
Company, Shenzhen Stock Exchange, Securities Administration Office of Hainan
Province and China Securities Supervision Commission.

6.2 Both parties hereto shall make public announcement separately in one of the
newspapers published nationwide and designated by the China Securities
Supervision Commission according to the Standard promulgated by the China
Securities Supervision Commission. Each party shall pay its own expenses related
to such announcement.

6.3 Both parties hereto shall make registration of transfer in the Registration
Company jointly within Fifteen (15) days from the Effective Date of this
Agreement. The parties shall tender the following documents to the Registration
Company: (1) identification certificate of person in charge of application for
registration (2) power of attorney of each party (3) this Stock Purchase
Agreement (4) other necessary documents for the registration. Each party shall
pay its own expenses related to such action.

                                   ARTICLE VII
                                  MISCELLANEOUS

7.1 This Agreement supersedes all prior discussion and agreements between the
parties hereto with respect to the subject matter hereof and contain the sole
and entire agreement between the parties hereto with respect to the subject
matter hereof.

7.2 The applicable law of this Agreement is the laws of the People's Republic
of China.

7.3 The heading used in this Agreement have been inserted for convenience of
reference only and do not define or limit the provision hereof.

7.4 This Agreement may be executed in any number of identical counterparts, each
of which will be deemed an original, but all of which together will constitute
one and the same instrument.

                                       6
<PAGE>

Dated this    28th day of July, 2000


The Seller:
Hainan Guilinyang State Farm

By:  /s/Li Yun Ying
      ---------------------------------------
      Li Yun Ying

The Purchaser:
Hainan Zhongwei Agricultural Resources Co., Ltd.



By:  /s/Lin Yu Quan
      ----------------------------------------
      Lin Yu Quan
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>


CONTACT

Edward Wong, Financial Controller
011-852-2810-7205 or fc@chrb.com

FOR IMMEDIATE RELEASE

                    CHINA RESOURCES DEVELOPMENT'S SUBSIDIARY
                  ACQUIRES AN ADDITIONAL 3.34% EQUITY INTEREST
                   IN HAINAN SUNDIRO MOTORCYCLE COMPANY LTD.,
                  CHINA'S FIFTH LARGEST MOTORCYCLE MANUFACTURER

HONG KONG, August 15, 2000 - CHINA RESOURCES DEVELOPMENT, INC. (NASDAQ: CHRB), a
company based in the People's Republic of China (PRC), today announced that it
has acquired, through its 61%-owned subsidiary, Hainan Zhongwei Agricultural
Resources Company Ltd. ("HARC"), for U.S.$8,166,000, an additional 3.34% of the
outstanding shares of Hainan Sundiro Motorcycle Company Ltd. ("Sundiro"), the
fifth largest motorcycle manufacturer in the PRC and a publicly-traded company
on the Shenzhen Stock Exchange. After the said purchase, HARC now owns
approximately 8.7% of the total share capital of Sundiro. The Company
anticipates that its increased ownership interest in Sundiro will help it to
establish a stronger relationship with one of the most profitable and largest
motorcycle manufacturers in the PRC, and the Company is hopeful that the
investment will be accretive to its operating results due to dividend income
expected to be received from Sundiro.

Pursuant to the Stock Purchase Agreement between HARC and Hainan Guilinyang
State Farm ("Guilinyang"), a wholly owned subsidiary of Hainan Farming Bureau,
HARC purchased 24,587,200 Sundiro legal person shares at Rmb2.75 (US$0.33) per
share from Guilinyang. The purchase price represents an approximate 70% discount
to Sundiro's recent closing price of Rmb9.2 (US$1.1) per share.

The Company today also announced its operating results for the second quarter
ended June 30, 2000. Financial results are preliminary and unaudited; however,
management believes that all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. For
the second quarter ended June 30, 2000, net sales and net loss were $280,000 and
$264,000, respectively, compared to net sales of nil and net income of $28,000,
respectively, for the corresponding period in 1999. The Company approved a
business restructuring in early 2000 which resulted in the discontinuation of
its natural rubber business and the materials and supplies procurement business
effective January 1, 2000. Accordingly, net sales of the rubber and procurement
businesses for the second quarter of 1999 were included in discontinued
operations and totaled $10 million. Net sales for the second quarter of 2000
represented net sales from the Company's new lines of business, namely,
supermarket operations and processing and sale of timber, which are still in the
start-up phase.

David Ching, the Chairman of the Board of China Resources Development, Inc.,
said, "Sundiro is a growing and profitable company, and the Board considers this
investment to be an excellent long-term investment which should provide the
company with both accretive return and other business opportunities."

                                       7
<PAGE>

China Resources Development, Inc., with offices in Hong Kong and the Hainan
Province of the PRC, through a subsidiary, owns a 61% interest in Hainan
Zhongwei Agricultural Resources Company Ltd. ("HARC"), the former leading
distributor of natural rubber in China. Pursuant to a restructuring agreement
dated March 3, 2000, the natural rubber business and the materials and supplies
procurement business of HARC were ceased effective January 1, 2000. The Company
has contemplated setting up several new lines of business as part of the
restructuring. Currently, the Company has set up two lines of business, namely,
supermarket operations and processing and sale of timber.

Except for the historical information in this press release, it includes
forward-looking statements that involve risks and uncertainties, including but
not limited to, competitive pressures from within the motorcycle industry,
quarterly fluctuations in results, dividend income receivable, the management of
growth, market dynamics and other risks detailed from time to time in the
Company's Securities and Exchange Commission filings. Although the Company's
management believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove to have been correct.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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