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<SEC-DOCUMENT>0001116502-01-500488.txt : 20010518
<SEC-HEADER>0001116502-01-500488.hdr.sgml : 20010518
ACCESSION NUMBER:		0001116502-01-500488
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		11
CONFORMED PERIOD OF REPORT:	20010430
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20010517

FILER:

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

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		
		SEC FILE NUMBER:	000-26046
		FILM NUMBER:		1642889

	BUSINESS ADDRESS:	
		STREET 1:		ROOM 2105 WEST TOWER SHUN TAK CENTRE
		STREET 2:		168-200 CONNAUGHT ROAD CENTRAL
		CITY:			SHEUNG WAN HONG KONG
		BUSINESS PHONE:		011-852-28

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

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MAGENTA CORP
		DATE OF NAME CHANGE:	19940217
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>chinaresources8k.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): 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)





<PAGE>


Item 1.    Changes in Control of Registrant.

           Not applicable.


Item 2.    Acquisition or Disposition of Assets.

           On April 30, 2001, the Registrant's wholly-owned subsidiary, Billion
Luck Company Limited, a British Virgins Islands company, through its nominees,
acquired the 39% minority equity interest in its 61%-owned subsidiary, Hainan
Zhongwei Agricultural Resources Company Limited ("HARC"). The minority interest
was acquired from the General Bureau of Hainan State Farms (the "Farming
Bureau"), for total consideration of Rmb130 million (US$15.7 million) (the
"Purchase Consideration"). Following the acquisition, HARC has become an
indirect wholly-owned subsidiary of the Registrant.

           The Purchase Consideration represents an approximately 19% premium
over the net asset value of HARC as of March 31, 2001. The Purchase
Consideration was funded from the internal resources of HARC. Concurrent with
the acquisition, HARC has entered into several agreements with the Farming
Bureau to dispose certain assets, including 24,877,008 shares of Hainan Sundiro
Motorcycle Co. Ltd., a 13% interest in Xilian Timber Mill and a 58% interest in
Hainan Weilin Timber Limited Liability Co., ("Weilin") valued, in the aggregate,
at Rmb79 million (US$9.5 million). The Registrant has formally ceased its timber
processing operations in light of the disposition of its 58% interest in Weilin.

           The foregoing transactions were approved by the Board of Directors of
the Registrant, including a majority of the directors not affiliated with the
Farming Bureau.

           ("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 3.    Bankruptcy or Receivership.

           Not applicable.


Item 4.    Changes in Registrant's Certifying Accountant.

           Not applicable.


                                       2

<PAGE>


Item 5.    Other Events.

           Not applicable.


Item 6.    Resignations of Registrant's Directors

           Not applicable.


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

          (a)     Financial Statements for the periods specified in Rule 3-05(b)
                  of Regulation S-X, to the extent required thereby, will be
                  filed by amendment.

          (b)     Pro Forma Financial Information required pursuant to Article
                  11 of Regulation S-X, to the extent required thereby, will be
                  filed by amendment.

          (c)      Exhibits:

           The following exhibits are filed with this report:

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


                                       3

<PAGE>

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 dated May 17, 2001


Item 8. Change in Fiscal Year.

         Not applicable.








                                       4
<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.



May 17, 2001                                By: /s/ Ching Lung Po
                                               ---------------------------------

                                            Name: Ching Lung Po
                                                 -------------------------------

                                            Title: Chairman
                                                   -----------------------------









                                       5
<PAGE>


                                 EXHIBITS INDEX

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 dated May 17, 2001





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.27
<SEQUENCE>2
<FILENAME>ex10-27.txt
<DESCRIPTION>AGREEMENT FOR SALE AND PURCHASE OF SHARES
<TEXT>


                                                                   EXHIBIT 10.27


      AGREEMENT FOR THE SALE AND PURCHASE OF SHARES IN HAINAN ZHONGWEI
AGRICULTURAL RESOURCES CO., LTD.

This Agreement is made and entered into by and between:

The Seller :      General Bureau of Hainan State Farms
                  Registered office: Nongken Road, Haixiu Avenue, Haikou City,
                  Hainan Province
                  Legal representative : Mr. Lin Yu Quan

The Purchaser :   Shenzhen Shenhua Investment Co. Ltd.
                  Registered office: Room 5204, Tower B, Yufeng Building,
                  Futian District, Shenzhen
                  Legal representative : Mr. Zhang Xin Hua

WHEREAS the Seller owns 39,000,000 shares, representing 39% of the total issued
and outstanding share capital of Hainan Zhongwei Agricultural Resources Company
Ltd. (the "Company") and desires to sell part of and the Purchaser desires to
purchase part of such share capital.

NOW IT IS HEREBY AGREED AS FOLLOWS:-

                           ARTICLE I SALE AND PURCHASE

      Upon and subject to the terms and conditions of this Agreement, the Seller
shall sell and the Purchaser shall purchase 14,000,000 shares of the Company
(the "Shares") held by the Seller as from the Effective Date of this Agreement.
The Shares shall include all rights and interests attached to the Shares.

                            ARTICLE II PURCHASE PRICE

      The consideration for the Shares shall be Renminbi Yuan Forty Six Million
Four Hundred Fifty Three Thousand (RMB46,453,000) (the "Purchase Price") and
shall be payable within one month from the date of this Agreement.

                       ARTICLE III COMPLETION OF TRANSFER

      The transfer of Shares shall take place at the headquarters of the
Company, except otherwise agreed by all parties concerned, the following
business shall be completed:-

      (1) The Seller shall deliver or procure the delivery to the Purchaser the
following document:

            (A)  the share certificate for the Shares ; and

            (B) the written resignation of all directors nominated by the
Seller.

<PAGE>

      (2) The Seller shall procure that a board meeting of the Company be held
to adopt the following resolutions:-

            (A)  appoint the nominees of the Purchaser as directors;

            (B) approve the resignation submitted by the directors nominated by
the Seller and

            (C) approve the registration of the transfer of Shares on the
shareholders register.

                                   ARTICLE IV
                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

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 this Agreement and to perform its responsibility hereunder.

2     The Seller shall execute and to perform its responsibility of this
Agreement. The execution of this Agreement shall be duly and validly authorized,
and shall be legally enforceable against the Seller.

3     The Shares are validly issued, outstanding, fully paid and nonassessable.
All related stamp duty has been paid. The Shares are free and clear of all
liens, security interests, pledges or encumbrances of any kind.

4     The execution by the Seller of this Agreement and the performance by the
Seller of its responsibility under this Agreement:

      (A) shall not breach any articles of association or other comparable
corporate charter documents of the Seller and the Company;

      (B) shall not breach any law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award or contract or agreement applicable
to the Seller and the Company or any of their assets and properties.

                                    ARTICLE V
                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

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 this Agreement and to perform its responsibility
hereunder.

2     The Purchaser shall execute and to perform its responsibility of this
Agreement. The execution of this Agreement shall be duly and validly authorized,
and shall be legally enforceable against the Purchaser.

3        The execution by the Purchaser of this Agreement and the performance by
         the Purchaser of its responsibility under this Agreement:

<PAGE>


      (A) shall not breach any articles of association or other comparable
corporate charter documents of the Purchaser;

      (B) shall not breach any law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award or contract or agreement applicable
to the Purchaser or any of its assets and properties.

                                   ARTICLE VI
                         EFFECTIVENESS OF THE AGREEMENT

1     This Agreement shall be binding and effective on the date of execution by
both parties.

2     The Purchaser shall be entitled to the ownership of the Shares and enjoy
rights and interests and undertake responsibilities and liabilities as a
shareholder of the Company on the date of execution of this Agreement.

                                   ARTICLE VII
                             CONTINUING PERFORMANCE

1     Both the Seller and the Purchaser shall execute and perform and cause or
procure to execute and perform all such other documents, acts and things as may
be required by or incidental to the preparation, execution, completion and
performance of this Agreement and the documents and transactions contemplated
hereby.

2     After the completion of the transfer, all provisions hereof shall, so far
as they remain capable of being performed or observed, continue in full force.

                                  ARTICLE VIII
                              LAW AND JURISDICTION

1     Agreement is governed by and shall be construed in accordance with the
laws of the People's Republic of China.

2     The parties irrevocably submit to the exclusive jurisdiction of the courts
of the People's Republic of China.

                                   ARTICLE IX
                                  MISCELLANEOUS

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.

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

3     This Agreement shall be executed in required number of counterparts, each
of which shall be deemed an original.


<PAGE>

Dated this 17th day of April , 2001.

The Seller:
General Bureau of Hainan State Farms

By: /s/ Lin Yu Quan
- ------------------------------
Lin Yu Quan

The Purchaser:
Shenzhen Shenhua Investment Co. Ltd.


By: /s/ Zhang Xin Hua
- ------------------------------
Zhang Xin Hua


<PAGE>


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 (Certified
English translation of original Chinese version)

The undersigned officer of China Resources Development, Inc. hereby certifies
that the foregoing is a fair and accurate English translation of the original
Chinese version of the 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.

                                  /s/ Wong Wah On
                                  ----------------------------------------------
                                  Wong Wah On, Director and Financial Controller

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.28
<SEQUENCE>3
<FILENAME>ex10-28.txt
<DESCRIPTION>AGREEMENT FOR SALE AND PURCHASE OF SHARES
<TEXT>

                                                                   EXHIBIT 10.28


      AGREEMENT FOR THE SALE AND PURCHASE OF SHARES IN HAINAN ZHONGWEI
AGRICULTURAL RESOURCES CO., LTD.

This Agreement is made and entered into by and between:

The Seller :      General Bureau of Hainan State Farms
                  Registered office: Nongken Road, Haixiu Avenue, Haikou City,
                  Hainan Province
                  Legal representative : Mr. Lin Yu Quan

The Purchaser:    Shenzhen Fengsun Development Co. Ltd.
                  Registered office: Room 2602, Securities Building,
                  Futian District, Shenzhen City.
                  Legal representative : Mr. Xu Hai Tao

WHEREAS the Seller owns 39,000,000 shares, representing 39% of the total issued
and outstanding share capital of Hainan Zhongwei Agricultural Resources Company
Ltd. (the "Company") and desires to sell part of and the Purchaser desires to
purchase part of such share capital.

NOW IT IS HEREBY AGREED AS FOLLOWS:-

                           ARTICLE I SALE AND PURCHASE

      Upon and subject to the terms and conditions of this Agreement, the Seller
shall sell and the Purchaser shall purchase 3,000,000 shares of the Company (the
"Shares") held by the Seller as from the Effective Date of this Agreement. The
Shares shall include all rights and interests attached to the Shares.

                            ARTICLE II PURCHASE PRICE

      The consideration for the Shares shall be Renminbi Yuan Nine Million Nine
Hundred Fifty Four Thousand (RMB9,954,000) (the "Purchase Price") and shall be
payable within one month from the date of this Agreement.

                       ARTICLE III COMPLETION OF TRANSFER

      The transfer of Shares shall take place at the headquarters of the
Company, except otherwise agreed by all parties concerned, the following
business shall be completed:-

      (1)   The Seller shall deliver or procure the delivery to the Purchaser
the following document:

            (A)  the share certificate for the Shares ; and

            (B) the written resignation of all directors nominated by the
Seller.

<PAGE>


      (2)   The Seller shall procure that a board meeting of the Company be held
to adopt the following resolutions:-

            (A)  appoint the nominees of the Purchaser as directors;

            (B) approve the resignation submitted by the directors nominated by
the Seller and

            (C) approve the registration of the transfer of Shares on the
shareholders register.

                                   ARTICLE IV
                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

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 this Agreement and to perform its responsibility hereunder.

2     The Seller shall execute and to perform its responsibility of this
Agreement. The execution of this Agreement shall be duly and validly authorized,
and shall be legally enforceable against the Seller.

3     The Shares are validly issued, outstanding, fully paid and nonassessable.
All related stamp duty has been paid. The Shares are free and clear of all
liens, security interests, pledges or encumbrances of any kind.

4     The execution by the Seller of this Agreement and the performance by the
Seller of its responsibility under this Agreement:

      (A) shall not breach any articles of association or other comparable
corporate charter documents of the Seller and the Company;

      (B) shall not breach any law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award or contract or agreement applicable
to the Seller and the Company or any of their assets and properties.

                                    ARTICLE V
                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

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 this Agreement and to perform its responsibility
hereunder.

2     The Purchaser shall execute and to perform its responsibility of this
Agreement. The execution of this Agreement shall be duly and validly authorized,
and shall be legally enforceable against the Purchaser.

3     The execution by the Purchaser of this Agreement and the performance by
the Purchaser of its responsibility under this Agreement:

<PAGE>


      (A) shall not breach any articles of association or other comparable
corporate charter documents of the Purchaser;

      (B) shall not breach any law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award or contract or agreement applicable
to the Purchaser or any of its assets and properties.

                                   ARTICLE VI
                         EFFECTIVENESS OF THE AGREEMENT

1     This Agreement shall be binding and effective on the date of execution by
both parties.

2     The Purchaser shall be entitled to the ownership of the Shares and enjoy
rights and interests and undertake responsibilities and liabilities as a
shareholder of the Company on the date of execution of this Agreement.

                                   ARTICLE VII
                             CONTINUING PERFORMANCE

1     Both the Seller and the Purchaser shall execute and perform and cause or
procure to execute and perform all such other documents, acts and things as may
be required by or incidental to the preparation, execution, completion and
performance of this Agreement and the documents and transactions contemplated
hereby.

2     After the completion of the transfer, all provisions hereof shall, so far
as they remain capable of being performed or observed, continue in full force.

                                  ARTICLE VIII
                              LAW AND JURISDICTION

1     This Agreement is governed by and shall be construed in accordance with
      the laws of the People's Republic of China.

2     The parties irrevocably submit to the exclusive jurisdiction of the courts
of the People's Republic of China.

                                   ARTICLE IX
                                  MISCELLANEOUS

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.

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

3     This Agreement shall be executed in required number of counterparts, each
of which shall be deemed an original.

<PAGE>


Dated this 17th day of April , 2001.

The Seller:
General Bureau of Hainan State Farms

By: /s/ Lin Yu Quan
- -------------------------------
Lin Yu Quan

The Purchaser:
Shenzhen Fengsun Development Co. Ltd.


By: /s/ Xu Hai Tao
- -------------------------------
Xu Hai Tao


<PAGE>


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 (Certified
English translation of original Chinese version)

The undersigned officer of China Resources Development, Inc. hereby certifies
that the foregoing is a fair and accurate English translation of the original
Chinese version of the 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.

                                  /s/ Wong Wah On
                                  ----------------------------------------------
                                  Wong Wah On, Director and Financial Controller

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.29
<SEQUENCE>4
<FILENAME>ex10-29.txt
<DESCRIPTION>AGREEMENT FOR SALE AND PURCHASE OF SHARES
<TEXT>

                                                                   EXHIBIT 10.29

      AGREEMENT FOR THE SALE AND PURCHASE OF SHARES IN HAINAN ZHONGWEI
AGRICULTURAL RESOURCES CO., LTD.

This Agreement is made and entered into by and between:

The Seller:       General Bureau of Hainan State Farms
                  Registered office: Nongken Road, Haixiu Avenue, Haikou City,
                  Hainan Province
                  Legal representative : Mr. Lin Yu Quan

The Purchaser:    Hainan Zhongwei Trading Co. Ltd.
                  Registered office: 6/F., Hongyun International Hotel,
                  13 Haixiu Avenue, Haikou City.
                  Legal representative : Mr. Li Qing Quan

WHEREAS the Seller owns 39,000,000 shares, representing 39% of the total issued
and outstanding share capital of Hainan Zhongwei Agricultural Resources Company
Ltd. (the "Company") and desires to sell part of and the Purchaser desires to
purchase part of such share capital.

NOW IT IS HEREBY AGREED AS FOLLOWS:-

                           ARTICLE I SALE AND PURCHASE

      Upon and subject to the terms and conditions of this Agreement, the Seller
shall sell and the Purchaser shall purchase 3,000,000 shares of the Company (the
"Shares") held by the Seller as from the Effective Date of this Agreement. The
Shares shall include all rights and interests attached to the Shares.

                            ARTICLE II PURCHASE PRICE

      The consideration for the Shares shall be Renminbi Yuan Nine Million Nine
Hundred Fifty Four Thousand (RMB9,954,000) (the "Purchase Price") and shall be
payable within one month from the date of this Agreement.

                       ARTICLE III COMPLETION OF TRANSFER

      The transfer of Shares shall take place at the headquarters of the
Company, except otherwise agreed by all parties concerned, the following
business shall be completed:-

      (1)   The Seller shall deliver or procure the delivery to the Purchaser
the following document:

            (A)  the share certificate for the Shares ; and

            (B) the written resignation of all directors nominated by the
Seller.

<PAGE>


      (2)   The Seller shall procure that a board meeting of the Company be held
to adopt the  following resolutions:-

            (A)  appoint the nominees of the Purchaser as directors;

            (B) approve the resignation submitted by the directors nominated by
the Seller and

            (C) approve the registration of the transfer of Shares on the
shareholders register.

                                   ARTICLE IV

                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

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 this Agreement and to perform its responsibility
hereunder.

2     The Seller shall execute and to perform its responsibility of this
Agreement. The execution of this Agreement shall be duly and validly authorized,
and shall be legally enforceable against the Seller.

3     The Shares are validly issued, outstanding, fully paid and nonassessable.
All related stamp duty has been paid. The Shares are free and clear of all
liens, security interests, pledges or encumbrances of any kind.

4     The execution by the Seller of this Agreement and the performance by the
Seller of its responsibility under this Agreement:

      (A) shall not breach any articles of association or other comparable
corporate charter documents of the Seller and the Company;

      (B) shall not breach any law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award or contract or agreement applicable
to the Seller and the Company or any of their assets and properties.

                                    ARTICLE V
                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

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 this Agreement and to perform its responsibility
hereunder.

2     The Purchaser shall execute and to perform its responsibility of this
Agreement. The execution of this Agreement shall be duly and validly authorized,
and shall be legally enforceable against the Purchaser.

3     The execution by the Purchaser of this Agreement and the performance by
the Purchaser of its responsibility under this Agreement:


<PAGE>


      (A) shall not breach any articles of association or other comparable
corporate charter documents of the Purchaser;

      (B) shall not breach any law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award or contract or agreement applicable
to the Purchaser or any of its assets and properties.

                                   ARTICLE VI
                         EFFECTIVENESS OF THE AGREEMENT

1     This Agreement shall be binding and effective on the date of execution by
both parties.

2     The Purchaser shall be entitled to the ownership of the Shares and enjoy
rights and interests and undertake responsibilities and liabilities as a
shareholder of the Company on the date of execution of this Agreement.

                                   ARTICLE VII
                             CONTINUING PERFORMANCE

1     Both the Seller and the Purchaser shall execute and perform and cause or
procure to execute and perform all such other documents, acts and things as may
be required by or incidental to the preparation, execution, completion and
performance of this Agreement and the documents and transactions contemplated
hereby.

2     After the completion of the transfer, all provisions hereof shall, so far
as they remain capable of being performed or observed, continue in full force.

                                  ARTICLE VIII
                              LAW AND JURISDICTION

1     This Agreement is governed by and shall be construed in accordance with
the laws of the People's Republic of China.

2     The parties irrevocably submit to the exclusive jurisdiction of the courts
of the People's Republic of China.

                                   ARTICLE IX
                                  MISCELLANEOUS

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.

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

3     This Agreement shall be executed in required number of counterparts, each
of which shall be deemed an original.

<PAGE>


Dated this 17th day of April , 2001.

The Seller:
General Bureau of Hainan State Farms


By: /s/ Lin Yu Quan
- -------------------------------
Lin Yu Quan

The Purchaser:
Hainan Zhongwei Trading Co. Ltd.


By: /s/ Li Qing Quan
- -------------------------------
Li Qing Quan


<PAGE>


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 (Certified
English translation of original Chinese version)

The undersigned officer of China Resources Development, Inc. hereby certifies
that the foregoing is a fair and accurate English translation of the original
Chinese version of the 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.

                                  /s/ Wong Wah On
                                  ----------------------------------------------
                                  Wong Wah On, Director and Financial Controller



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.30
<SEQUENCE>5
<FILENAME>ex10-30.txt
<DESCRIPTION>AGREEMENT FOR SALE AND PURCHASE OF SHARES
<TEXT>

                                                                   EXHIBIT 10.30

AGREEMENT FOR THE SALE AND PURCHASE OF SHARES IN HAINAN ZHONGWEI AGRICULTURAL
RESOURCES CO., LTD.

This Agreement is made and entered into by and between:

The Seller:       General Bureau of Hainan State Farms
                  Registered office: Nongken Road, Haixiu Avenue, Haikou City,
                  Hainan Province
                  Legal representative: Mr. Lin Yu Quan

The Purchaser:    Shenzhen Chaopeng Investment Co. Ltd.
                  Registered office: Room 2603, Securities Building, Futian
                  District, Shenzhen City
                  Legal representative: Mr. Li Fei Lie

WHEREAS the Seller owns 39,000,000 shares, representing 39% of the total issued
and outstanding share capital of Hainan Zhongwei Agricultural Resources Company
Ltd. (the "Company") and desires to sell part of and the Purchaser desires to
purchase part of such share capital.

NOW IT IS HEREBY AGREED AS FOLLOWS:-

                           ARTICLE I SALE AND PURCHASE

      Upon and subject to the terms and conditions of this Agreement, the Seller
shall sell and the Purchaser shall purchase 5,000,000 shares of the Company (the
"Shares") held by the Seller as from the Effective Date of this Agreement. The
Shares shall include all rights and interests attached to the Shares.

                            ARTICLE II PURCHASE PRICE

      The consideration for the Shares shall be Renminbi Yuan Sixteen Million
Five Hundred Ninety One Thousand (RMB16,591,000) (the "Purchase Price") and
shall be payable within one month from the date of this Agreement.

                       ARTICLE III COMPLETION OF TRANSFER

      The transfer of Shares shall take place at the headquarters of the
Company, except otherwise agreed by all parties concerned, the following
business shall be completed:-

      (1)    The Seller shall deliver or procure the delivery to the Purchaser
the following document:

            (A)  the share certificate for the Shares ; and

            (B) the written resignation of all directors nominated by the
Seller.


<PAGE>


      (2)   The Seller shall procure that a board meeting of the Company be held
to adopt the  following resolutions:-

            (A)  appoint the nominees of the Purchaser as directors;

            (B) approve the resignation submitted by the directors nominated by
the Seller and

            (C) approve the registration of the transfer of Shares on the
shareholders register.

                                   ARTICLE IV
                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

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 this Agreement and to perform its responsibility hereunder.

2     The Seller shall execute and to perform its responsibility of this
Agreement. The execution of this Agreement shall be duly and validly authorized,
and shall be legally enforceable against the Seller.

3     The Shares are validly issued, outstanding, fully paid and nonassessable.
All related stamp duty has been paid. The Shares are free and clear of all
liens, security interests, pledges or encumbrances of any kind.

4     The execution by the Seller of this Agreement and the performance by the
Seller of its responsibility under this Agreement:

      (A) shall not breach any articles of association or other comparable
corporate charter documents of the Seller and the Company;

      (B) shall not breach any law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award or contract or agreement applicable
to the Seller and the Company or any of their assets and properties.

                                    ARTICLE V
                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

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 this Agreement and to perform its responsibility
hereunder.

2     The Purchaser shall execute and to perform its responsibility of this
Agreement. The execution of this Agreement shall be duly and validly authorized,
and shall be legally enforceable against the Purchaser.

3     The execution by the Purchaser of this Agreement and the performance by
the Purchaser of its responsibility under this Agreement:


<PAGE>

      (A) shall not breach any articles of association or other comparable
corporate charter documents of the Purchaser;

      (B) shall not breach any law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award or contract or agreement applicable
to the Purchaser or any of its assets and properties.

                                   ARTICLE VI

                         EFFECTIVENESS OF THE AGREEMENT

1     This Agreement shall be binding and effective on the date of execution by
both parties.

2     The Purchaser shall be entitled to the ownership of the Shares and enjoy
rights and interests and undertake responsibilities and liabilities as a
shareholder of the Company on the date of execution of this Agreement.

                                   ARTICLE VII
                             CONTINUING PERFORMANCE

1     Both the Seller and the Purchaser shall execute and perform and cause or
procure to execute and perform all such other documents, acts and things as may
be required by or incidental to the preparation, execution, completion and
performance of this Agreement and the documents and transactions contemplated
hereby.

2     After the completion of the transfer, all provisions hereof shall, so far
as they remain capable of being performed or observed, continue in full force.

                                  ARTICLE VIII
                              LAW AND JURISDICTION

1     This Agreement is governed by and shall be construed in accordance with
the laws of the People's Republic of China.

2     The parties irrevocably submit to the exclusive jurisdiction of the courts
of the People's Republic of China.

                                   ARTICLE IX
                                  MISCELLANEOUS

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.

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

3     This Agreement shall be executed in required number of counterparts, each
of which shall be deemed an original.


<PAGE>

Dated this 17th day of April , 2001.

The Seller:
General Bureau of Hainan State Farms


By: /s/ Lin Yu Quan
- ------------------------------
Lin Yu Quan

The Purchaser:
Shenzhen Chaopeng Investment Co. Ltd.


By: /s/ Li Jin Hai
- ------------------------------
Li Jin Hai


<PAGE>


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 (Certified
English translation of original Chinese version)

The undersigned officer of China Resources Development, Inc. hereby certifies
that the foregoing is a fair and accurate English translation of the original
Chinese version of the 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.

                                  /s/ Wong Wah On
                                  ----------------------------------------------
                                  Wong Wah On, Director and Financial Controller

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.31
<SEQUENCE>6
<FILENAME>ex10-31.txt
<DESCRIPTION>AGREEMENT FOR SALE AND PURCHASE OF SHARES
<TEXT>

                                                                   EXHIBIT 10.31



      AGREEMENT FOR THE SALE AND PURCHASE OF SHARES IN HAINAN ZHONGWEI
AGRICULTURAL RESOURCES CO., LTD.

This Agreement is made and entered into by and between:

The Seller:       General Bureau of Hainan State Farms

                  Registered office: Nongken Road, Haixiu Avenue, Haikou City,
                  Hainan Province
                  Legal representative: Mr. Lin Yu Quan

The Purchaser:    Shenzhen Feishang Development Co. Ltd.
                  Registered office: Room 2604, Securities Building, Futian
                  District, Shenzhen City
                  Legal representative: Mr. Li Fei Lie

WHEREAS the Seller owns 39,000,000 shares, representing 39% of the total issued
and outstanding share capital of Hainan Zhongwei Agricultural Resources Company
Ltd. (the "Company") and desires to sell part of and the Purchaser desires to
purchase part of such share capital.

NOW IT IS HEREBY AGREED AS FOLLOWS:-

                           ARTICLE I SALE AND PURCHASE

      Upon and subject to the terms and conditions of this Agreement, the Seller
shall sell and the Purchaser shall purchase 14,000,000 shares of the Company
(the "Shares") held by the Seller as from the Effective Date of this Agreement.
The Shares shall include all rights and interests attached to the Shares.

                            ARTICLE II PURCHASE PRICE

      The consideration for the Shares shall be Renminbi Yuan Forty Six Million
Four Hundred Fifty Three Thousand (RMB46,453,000) (the "Purchase Price") and
shall be payable within one month from the date of this Agreement.

                       ARTICLE III COMPLETION OF TRANSFER

      The transfer of Shares shall take place at the headquarters of the
Company, except otherwise agreed by all parties concerned, the following
business shall be completed:-

      (1)   The Seller shall deliver or procure the delivery to the Purchaser
the following document:

            (A)  the share certificate for the Shares ; and

            (B) the written resignation of all directors nominated by the
Seller.

<PAGE>

      (2)   The Seller shall procure that a board meeting of the Company be held
to adopt the following resolutions:-

            (A)  appoint the nominees of the Purchaser as directors;

            (B)  approve the resignation submitted by the directors nominated by
the Seller and

            (C)  approve the registration of the transfer of Shares on the
shareholders register.

                                   ARTICLE IV
                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

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 this Agreement and to perform its responsibility hereunder.

2     The Seller shall execute and to perform its responsibility of this
Agreement. The execution of this Agreement shall be duly and validly authorized,
and shall be legally enforceable against the Seller.

3     The Shares are validly issued, outstanding, fully paid and nonassessable.
All related stamp duty has been paid. The Shares are free and clear of all
liens, security interests, pledges or encumbrances of any kind.

4     The execution by the Seller of this Agreement and the performance by the
Seller of its  responsibility under this Agreement:

      (A) shall not breach any articles of association or other comparable
corporate charter documents of the Seller and the Company;

      (B) shall not breach any law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award or contract or agreement applicable
to the Seller and the Company or any of their assets and properties.

                                    ARTICLE V
                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

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 this Agreement and to perform its responsibility
hereunder.

2     The Purchaser shall execute and to perform its responsibility of this
Agreement. The execution of this Agreement shall be duly and validly authorized,
and shall be legally enforceable against the Purchaser.

3     The execution by the Purchaser of this Agreement and the performance by
the Purchaser of its responsibility under this Agreement:

<PAGE>

      (A) shall not breach any articles of association or other comparable
corporate charter documents of the Purchaser;

      (B) shall not breach any law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award or contract or agreement applicable
to the Purchaser or any of its assets and properties.

                                   ARTICLE VI
                         EFFECTIVENESS OF THE AGREEMENT

1     This Agreement shall be binding and effective on the date of execution by
both parties.

2     The Purchaser shall be entitled to the ownership of the Shares and enjoy
rights and interests and undertake responsibilities and liabilities as a
shareholder of the Company on the date of execution of this Agreement.

<PAGE>

                                   ARTICLE VII
                             CONTINUING PERFORMANCE

1     Both the Seller and the Purchaser shall execute and perform and cause or
procure to execute and perform all such other documents, acts and things as may
be required by or incidental to the preparation, execution, completion and
performance of this Agreement and the documents and transactions contemplated
hereby.

2     After the completion of the transfer, all provisions hereof shall, so far
as they remain capable of being performed or observed, continue in full force.

                                  ARTICLE VIII
                              LAW AND JURISDICTION

1     This Agreement is governed by and shall be construed in accordance with
the laws of the People's Republic of China.

2     The parties irrevocably submit to the exclusive jurisdiction of the courts
of the People's Republic of China.

                                   ARTICLE IX
                                  MISCELLANEOUS

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.

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

3     This Agreement shall be executed in required number of counterparts, each
of which shall be deemed an original.


<PAGE>


Dated this 17th day of April , 2001.

The Seller:
General Bureau of Hainan State Farms


By: /s/ Lin Yu Quan
- ------------------------------------
Lin Yu Quan

The Purchaser:
Shenzhen Feishang Development Co. Ltd.


By: /s/ Zhou Jian Hua
- ------------------------------------
Zhou Jian Hua


<PAGE>


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
(Certified English translation of original Chinese version)

The undersigned officer of China Resources Development, Inc. hereby certifies
that the foregoing is a fair and accurate English translation of the original
Chinese version of the 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.

                                  /s/ Wong Wah On
                                  ---------------------------------------------
                                  Wong Wah On, Director and Financial Controller

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.32
<SEQUENCE>7
<FILENAME>ex10-32.txt
<DESCRIPTION>FORM OF DECLARATION OF TRUST
<TEXT>

                                                                   EXHIBIT 10.32

                                     FORM OF
                              DECLARATION OF TRUST

________________________________ (hereinafter referred to as "Trustee") hereby
declares as follows:

1.     That the ___________________ (__________) shares of Hainan Zhongwei
       Agricultural Resources Co. Ltd. (hereinafter referred to as "the
       Company"), representing __% of total issued and outstanding shares of the
       Company (hereinafter referred to as "the Shares"), purchased on April 17,
       2001 and now registered in my name DO NOT belong to Trustee but to
       BILLION LUCK COMPANY LTD. (hereinafter referred to as "BILLION LUCK") and
       Trustee holds the Shares as nominee for BILLION LUCK.

2.     That Trustee holds the Shares and all dividends and interest (include
       bonus issue) accrued or to accrue upon the same UPON TRUST for BILLION
       LUCK and Trustee agrees to transfer, pay and deal with the Shares and the
       dividends and interest payable in respect of the same and to exercise all
       interests and other rights which may accrue to Trustee by virtue thereof
       as BILLION LUCK may direct.

3.     That Trustee undertakes, when called upon to do so by BILLION LUCK, to
       transfer the Shares to BILLION LUCK or as BILLION LUCK may direct.

4.     That Trustee undertakes not to attend and not to exercise its voting
       power in respect of the Shares at any general meeting of shareholders of
       the Company. Trustee also undertakes to execute such proxies as BILLION
       LUCK may from time to time require to enable BILLION LUCK or its nominee
       to attend and vote at any general meeting of the Company.

5.     Trustee undertakes not to nominate directors to the Company, and
       undertakes to enable BILLION LUCK to nominate directors to the Company.

SUMMARY SCHEDULE

NAME OF TRUSTEE                : _______________________________________
NAME OF BENEFICIAL OWNER       : Billion Luck Co. Ltd.
NAME OF COMPANY                : Hainan Zhongwei Agricultural Resources Co. Ltd.
NP. OF SHARES HELD IN TRUST    : ___________  shares, representing  __% of total
                                 issued and outstanding share capital
Trustee:


- -----------------------------------------


Dated this April 17, 2001


<PAGE>


Form of Declaration of Trust (Certified English translation of original Chinese
version)

The undersigned officer of China Resources Development, Inc. hereby certifies
that the foregoing is a fair and accurate English translation of the original
Chinese version of the Form of Declaration of Trust.

                                  /s/ Wong Wah On
                                  ----------------------------------------------
                                  Wong Wah On, Director and Financial Controller


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.33
<SEQUENCE>8
<FILENAME>ex10-33.txt
<DESCRIPTION>AGREEMENT FOR SALE AND PURCHASE OF SHARES
<TEXT>

                                                                   EXHIBIT 10.33

                  AGREEMENT FOR THE SALE AND PURCHASE OF SHARES

                              IN XILIAN TIMBER MILL

This Agreement is made and entered into by and between:

The Seller:       Hainan Zhongwei Agricultural Resources Co. Ltd.
                  Registered office: 6/F., Hongyun International Hotel,
                  13 Haixiu  Avenue, Haikou  City, Hainan Province
                  Legal representative: Mr. Lin Yu Quan

The Purchaser:    General Bureau of Hainan State Farms
                  Registered office: Nongken Road, Haixiu Avenue, Haikou City,
                  Hainan Province
                  Legal representative: Mr. Lin Yu Quan

WHEREAS the Seller owns 12.64% of the total share capital of Xilian Timber Mill
(the "Company") and desires to sell all of and the Purchaser desires to purchase
all of such share capital.

NOW IT IS HEREBY AGREED AS FOLLOWS:-

                           ARTICLE I SALE AND PURCHASE

      Upon and subject to the terms and conditions of this Agreement, the Seller
shall sell and the Purchaser shall purchase 12.64% share capital of the Company
(the "Shares") held by the Seller as from the Effective Date of this Agreement.
The Shares shall include all rights and interests attached to the Shares.

                            ARTICLE II PURCHASE PRICE

      The consideration for the Shares shall be Renminbi Yuan Five Million
(RMB5,000,000) (the "Purchase Price") and shall be payable within seven days
from the date of this Agreement.

                       ARTICLE III COMPLETION OF TRANSFER

      The transfer of Shares shall take place at the headquarters of the
Company, except otherwise agreed by all parties concerned, the following
business shall be completed:-

      (1)   The Seller shall deliver or procure the delivery to the Purchaser
the following document:

            (A)  the share certificate for the Shares ; and

            (B) the written resignation of all directors nominated by the
Seller.

<PAGE>

      (2)   The Seller shall procure that a board meeting of the Company be held
to adopt the following resolutions:-

            (A)  appoint the nominees of the Purchaser as directors;

            (B) approve the resignation submitted by the directors nominated by
the Seller and

            (C) approve the registration of the transfer of Shares on the
shareholders register.

                                   ARTICLE IV
                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

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 this Agreement and to perform its responsibility hereunder.

2     The Seller shall execute and to perform its responsibility of this
Agreement. The execution of this Agreement shall be duly and validly authorized,
and shall be legally enforceable against the Seller.

3     The Shares are validly issued, outstanding, fully paid and nonassessable.
All related stamp duty has been paid. The Shares are free and clear of all
liens, security interests, pledges or encumbrances of any kind.

4     The execution by the Seller of this Agreement and the performance by the
Seller of its responsibility under this Agreement:

      (A) shall not breach any articles of association or other comparable
corporate charter documents of the Seller and the Company;

      (B) shall not breach any law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award or contract or agreement applicable
to the Seller and the Company or any of their assets and properties.

                                    ARTICLE V
                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

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 this Agreement and to perform its responsibility
hereunder.

2     The Purchaser shall execute and to perform its responsibility of this
Agreement. The execution of this Agreement shall be duly and validly authorized,
and shall be legally enforceable against the Purchaser.

3     The execution by the Purchaser of this Agreement and the performance by
the Purchaser of its responsibility under this Agreement:

      (A) shall not breach any articles of association or other comparable
corporate charter documents of the Purchaser;


<PAGE>


      (B) shall not breach any law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award or contract or agreement applicable
to the Purchaser or any of its assets and properties.

                                   ARTICLE VI
                         EFFECTIVENESS OF THE AGREEMENT

1     This Agreement shall be binding and effective on the date of execution by
both parties.

2     The Purchaser shall be entitled to the ownership of the Shares and enjoy
rights and interests and undertake responsibilities and liabilities as a
shareholder of the Company on the date of execution of this Agreement.

                                   ARTICLE VII
                             CONTINUING PERFORMANCE

1     Both the Seller and the Purchaser shall execute and perform and cause or
procure to execute and perform all such other documents, acts and things as may
be required by or incidental to the preparation, execution, completion and
performance of this Agreement and the documents and transactions contemplated
hereby.

2     After the completion of the transfer, all provisions hereof shall, so far
as they remain capable of being performed or observed, continue in full force.

                                  ARTICLE VIII
                              LAW AND JURISDICTION

1     This Agreement is governed by and shall be construed in accordance with
the laws of the People's Republic of China.

2     The parties irrevocably submit to the exclusive jurisdiction of the
courts of the People's Republic of China.

                                   ARTICLE IX
                                  MISCELLANEOUS

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.

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

3     This Agreement shall be executed in required number of counterparts, each
of which shall be deemed an original.


<PAGE>


Dated this 17th day of April , 2001.

The Seller:
Hainan Zhongwei Agricultural Resources Co. Ltd.


By: /s/ Li Fei Lie
- ------------------------------------
Li Fei Lie

The Purchaser:
General Bureau of Hainan State Farms

By: /s/ Lin Yu Quan
- ------------------------------------
Lin Yu Quan


<PAGE>


Agreement for the Sale and Purchase of Shares in Xilian Timber Mill by and
between HARC and the Farming Bureau dated April 17, 2001 (Certified English
translation of original Chinese version)

The undersigned officer of China Resources Development, Inc. hereby certifies
that the foregoing is a fair and accurate English translation of the original
Chinese version of the Agreement for the Sale and Purchase of Shares in Xilian
Timber Mill by and between HARC and the Farming Bureau dated April 17, 2001.

                                  /s/ Wong Wah On
                                  ----------------------------------------------
                                  Wong Wah On, Director and Financial Controller


<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.34
<SEQUENCE>9
<FILENAME>ex10-34.txt
<DESCRIPTION>AGREEMENT FOR SALE AND PURCHASE OF SHARES
<TEXT>

                                                                   EXHIBIT 10.34


                  AGREEMENT FOR THE SALE AND PURCHASE OF SHARES

                IN HAINAN WEILIN TIMBER LIMITED LIABILITY COMPANY

The Seller:       Hainan Zhongwei Agricultural Resources Co. Ltd.
                  Registered office: 6/F.,  Hongyun International Hotel,
                  13 Haixiu Avenue, Haikou City, Hainan Province
                  Legal representative: Mr. Lin Yu Quan

The Purchaser:    General Bureau of Hainan State Farms

                  Registered office: Nongken Road, Haixiu Avenue, Haikou City,
                  Hainan Province
                  Legal representative: Mr. Lin Yu Quan

WHEREAS the Seller owns 5,000,000 shares, representing 58.41% of the total
issued and outstanding share capital of Hainan Weilin Timber Limited Liability
Company (the "Company") and desires to sell all of and the Purchaser desires to
purchase all of such share capital.

NOW IT IS HEREBY AGREED AS FOLLOWS:-

                           ARTICLE I SALE AND PURCHASE

      Upon and subject to the terms and conditions of this Agreement, the Seller
shall sell and the Purchaser shall purchase 5,000,000 shares of the Company (the
"Shares") held by the Seller as from the Effective Date of this Agreement. The
Shares shall include all rights and interests attached to the Shares.

                            ARTICLE II PURCHASE PRICE

      The consideration for the Shares shall be Renminbi Yuan Three Million
Eight Hundred Thousand (RMB3,800,000) (the "Purchase Price") and shall be
payable within seven days from the date of this Agreement.

                       ARTICLE III COMPLETION OF TRANSFER

      The transfer of Shares shall take place at the headquarters of the
Company, except otherwise agreed by all parties concerned, the following
business shall be completed:-

      (1)   The Seller shall deliver or procure the delivery to the Purchaser
the following document:

            (A)  the share certificate for the Shares ; and

            (B) the written resignation of all directors nominated by the
Seller.

      (2)   The Seller shall procure that a board meeting of the Company be held
to adopt the following resolutions:-


<PAGE>


            (A)  appoint the nominees of the Purchaser as directors;

            (B) approve the resignation submitted by the directors nominated by
the Seller and

            (C) approve the registration of the transfer of Shares on the
shareholders register.

                                   ARTICLE IV
                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

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 this Agreement and to perform its responsibility hereunder.

2     The Seller shall execute and to perform its responsibility of this
Agreement. The execution of this Agreement shall be duly and validly authorized,
and shall be legally enforceable against the Seller.

3     The Shares are validly issued, outstanding, fully paid and nonassessable.
All related stamp duty has been paid. The Shares are free and clear of all
liens, security interests, pledges or encumbrances of any kind.

4     The execution by the Seller of this Agreement and the performance by the
Seller of its responsibility under this Agreement:

      (A) shall not breach any articles of association or other comparable
corporate charter documents of the Seller and the Company;

      (B) shall not breach any law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award or contract or agreement applicable
to the Seller and the Company or any of their assets and properties.

                                    ARTICLE V
                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

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 this Agreement and to perform its responsibility
hereunder.

2     The Purchaser shall execute and to perform its responsibility of this
Agreement. The execution of this Agreement shall be duly and validly authorized,
and shall be legally enforceable against the Purchaser.

3     The execution by the Purchaser of this Agreement and the performance by
the Purchaser of its responsibility under this Agreement:

      (A) shall not breach any articles of association or other comparable
corporate charter documents of the Purchaser;

<PAGE>

      (B) shall not breach any law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award or contract or agreement applicable
to the Purchaser or any of its assets and properties.

                                   ARTICLE VI

                         EFFECTIVENESS OF THE AGREEMENT

1     This Agreement shall be binding and effective on the date of execution by
both parties.

2     The Purchaser shall be entitled to the ownership of the Shares and enjoy
rights and interests and undertake responsibilities and liabilities as a
shareholder of the Company on the date of execution of this Agreement.

                                   ARTICLE VII
                             CONTINUING PERFORMANCE

1     Both the Seller and the Purchaser shall execute and perform and cause or
procure to execute and perform all such other documents, acts and things as may
be required by or incidental to the preparation, execution, completion and
performance of this Agreement and the documents and transactions contemplated
hereby.

2     After the completion of the transfer, all provisions hereof shall, so far
as they remain capable of being performed or observed, continue in full force.

                                  ARTICLE VIII
                              LAW AND JURISDICTION

1     This Agreement is governed by and shall be construed in accordance with
the laws of the People's Republic of China.

2     The parties irrevocably submit to the exclusive jurisdiction of the
courts of the People's Republic of China.

                                   ARTICLE IX
                                  MISCELLANEOUS

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.

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

3     This Agreement shall be executed in required number of counterparts, each
of which shall be deemed an original.


<PAGE>


Dated this 17th day of April , 2001.

The Seller:
Hainan Zhongwei Agricultural Resources Co. Ltd.


By: /s/Li Fei Lie
- -------------------------------------------
Li Fei Lie

The Purchaser:
General Bureau of Hainan State Farms

By: /s/ Lin Yu Quan
- -------------------------------------------
Lin Yu Quan


<PAGE>


Agreement for the Sale and Purchase of Shares in Hainan Weilin by and between
HARC and the Farming Bureau dated April 17, 2001 (Certified English translation
of original Chinese version)

The undersigned officer of China Resources Development, Inc. hereby certifies
that the foregoing is a fair and accurate English translation of the original
Chinese version of the Agreement for the Sale and Purchase of Shares in Hainan
Weilin by and between HARC and the Farming Bureau dated April 17, 2001.

                                  /s/ Wong Wah On
                                  ----------------------------------------------
                                  Wong Wah On, Director and Financial Controller

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.35
<SEQUENCE>10
<FILENAME>ex10-35.txt
<DESCRIPTION>AGREEMENT FOR SALE AND PURCHASE OF SHARES
<TEXT>

                                                                   EXHIBIT 10.35


                AGREEMENT FOR THE SALE AND PURCHASE OF SHARES IN

                     HAINAN SUNDIRO MOTORCYCLE COMPANY LTD.

The Seller:       Hainan Zhongwei Agricultural Resources Co. Ltd.
                  Registered  office: 6/F., Hongyun International Hotel,
                  13 Haixiu Avenue, Haikou City, Hainan Province
                  Legal representative: Mr. Lin Yu Quan

The Purchaser:    General Bureau of Hainan State Farms
                  Registered office: Nongken Road, Haixiu Avenue, Haikou City,
                  Hainan Province
                  Legal representative: Mr. Lin Yu Quan

WHEREAS the Seller owns 63,787,200 Legal Person Shares of Hainan Sundiro
Motorcycle Company Ltd. (the "Company") and desires to sell part of and the
Purchaser desires to purchase part 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 63,787,200 Legal Person Shares of the Company. The
number of shares to be sold to the Purchaser (the "Shares") is Twenty Four
Million Eight Hundred Seventy Seven Thousand and Eight (24,877,008) Legal Person
Shares, par value RMB1 per share, which constitutes approximately 3.37% 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 Seventy Million (RMB70,000,000) (the "Purchase Consideration").

2.2     The Purchase Consideration shall become payable to an account designated
by the Seller within 7 days after the completion of the registration of transfer
of shares in the Shenzhen Stock Exchange Registration Company Ltd.

2.3     The Seller shall give a notice to the Purchaser the next days after the
completion of registration of transfer of shares, designating its account for
the payment of the Purchase Consideration by the Purchaser.

<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 24,877,008 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.

<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 Agreement 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


<PAGE>

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.

      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 5.5 (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.


<PAGE>


Dated this 17th day of April, 2001

The Seller:
Hainan Zhongwei Agricultural Resources Co. Ltd.


By:  /s/ Li Fei Lie
- ---------------------------------------
Li Fei Lie

The Purchaser:
General Bureau of Hainan State farms


By:  /s/ Lin Yu Quan
- ---------------------------------------
Lin Yu Quan


<PAGE>


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 (Certified
English translation of original Chinese version)

The undersigned officer of China Resources Development, Inc. hereby certifies
that the foregoing is a fair and accurate English translation of the original
Chinese version of the 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.

                                  /s/ Wong Wah On
                                  ----------------------------------------------
                                  Wong Wah On, Director and Financial Controller
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>11
<FILENAME>ex99-1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>

                                  EXHIBIT 99.1

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

FOR IMMEDIATE RELEASE


                        CHINA RESOURCES DEVELOPMENT, INC.
                           ACQUIRES MINORITY INTEREST
                          IN PRC JOINT VENTURE COMPANY


HONG KONG, May 17, 2001 - CHINA RESOURCES DEVELOPMENT, INC. (NASDAQ: CHRB), with
operations in the People's Republic of China (PRC), announced its acquisition of
the 39% minority interest in its 61%-owned subsidiary, Hainan Zhongwei
Agricultural Resources Company Limited ("HARC"), from its joint venture partner,
General Bureau of Hainan State Farms (the "Farming Bureau"). Following the
acquisition, HARC has become an indirect wholly-owned subsidiary of China
Resources.

Billion Luck Company Limited, a wholly-owned subsidiary of China Resources,
through its nominees, acquired the minority interest from the Farming Bureau for
total consideration of Rmb130 million (US$15.7 million) (the "Purchase
Consideration"). The Purchase Consideration represents an approximately 19%
premium over the net asset value of HARC as of March 31, 2001. The Purchase
Consideration was funded from the internal resources of HARC. Concurrent with
the acquisition, HARC has entered into agreements with the Farming Bureau to
dispose of certain assets, including 24,877,008 shares of Hainan Sundiro
Motorcycle Company Ltd., a 13% interest in Xilian Timber Mill and 58% interest
in Hainan Weilin Timber Limited Liability Company ("Weilin"), valued at Rmb79
million (US$9.5 million). The disposition of the 58% interest in Weilin results
in the cessation of the Company's timber processing operations.

         David Ching, Chairman of the Board of China Resources Development,
         Inc., commented that "management expects that the buy out will improve
         the Company's operating and management efficiency."

China Resources Development, Inc., with offices in Hong Kong and the Hainan
Province of the PRC, through a subsidiary, has owned a 61% interest in Hainan
Zhongwei Agricultural Resources Company Limited. ("HARC"), the former leading
distributor of natural rubber in China.

Except for historical information, this press release includes forward-looking
statements that involve risks and uncertainties, including, but not limited to
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 be correct.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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