<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

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


                                    FORM 10-Q

(Mark One)
[X]   Quarterly report pursuant to section 13 or 15(d) of the Securities
      Exchange Act of 1934 
      For the quarterly period ended June 30, 1997 or

| |   Transition report pursuant to section 13 or 15(d) of the Securities
      Exchange Act of 1934
      For the transition period from ___________ to ____________ 
                                                                  

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


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


       Nevada                            33-5628-NY               87-0263643
(State or other jurisdiction     (Commission File Number)       (IRS Employer
    of incorporation)                                        Identification No.)


                       23/F Office Tower, Convention Plaza
                                 1 Harbour Road
                               Wanchai, Hong Kong
                    (Address of principal executive offices)

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


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: 6,029,004 shares of
common stock, $.001 par value, as of August 15, 1997.

Page 1 of 46 pages                                     Exhibit Index on Page 22


<PAGE>   2



                                   CONVENTIONS


         Unless otherwise specified, all references in this report to "U.S.
Dollars," "Dollars," "U.S.$," or "$" are to United States dollars; and all
references to "Renminbi" or "Rmb" or "yuan" are to Renminbi yuan, which is the
lawful currency of the People's Republic of China ("China" or "PRC"). The
Company and Billion Luck maintain their accounts in U.S. Dollars and Hong Kong
Dollars, respectively. HARC and the Operating Subsidiaries maintain their
accounts in Renminbi yuan. The financial statements of the Company and its
subsidiaries are prepared in Renminbi. Translations of amounts from Renminbi to
U.S. Dollars are for the convenience of the reader. Unless otherwise indicated,
any translations from Renminbi to U.S. Dollars or from U.S. Dollars to Renminbi
have been made at the single rate of exchange as quoted by the People's Bank of
China (the "PBOC Rate") on June 30, 1997, which was U.S.$1.00 = Rmb8.30. The
Renminbi is not freely convertible into foreign currencies and the quotation of
exchange rates does not imply convertibility of Renminbi into U.S. Dollars or
other currencies. All foreign exchange transactions take place either through
the Bank of China or other banks authorized to buy and sell foreign currencies
at the exchange rates quoted by the People's Bank of China. No representation is
made that the Renminbi or U.S. Dollar amounts referred to herein could have been
or could be converted into U.S. Dollars or Renminbi, as the case may be, at the
PBOC Rate or at all.

         References to "Billion Luck" refer to Billion Luck Company Ltd., a
British Virgin Islands company, which is a wholly-owned subsidiary of the
Company.

         References to "Company" and "Registrant" are to China Resources
Development, Inc., and include, unless the context requires otherwise, the
operations of Billion Luck, HARC, First Supply, and Second Supply (all as
hereinafter defined).

         References to "Farming Bureau" are to the Hainan Zhongwei Agricultural
Reclamation General Company, a division of the Ministry of Agriculture, the PRC
government agency responsible for matters relating to agriculture.

         References to "First Supply" are to First Goods And Materials Supply
And Sales Corporation, a company organized in the PRC and a wholly-owned
subsidiary of HARC.

         References to "Guilinyang Farm" are to Hainan Province Guilinyang State
Farm, a PRC entity which is owned and controlled by the Farming Bureau.

         References to "Hainan" are to Hainan Province of the PRC.

         References to "Hainan State Farms" are to the rubber farms in Hainan
controlled by the Farming Bureau.

         References to "HARC" are to Hainan Zhongwei Agricultural Resources
Company Limited, a company organized in the PRC, whose capital is owned 56% by
Billion Luck, 39% by the Farming Bureau and 5% by Guilinyang Farm.

         References to "Operating Subsidiaries" are to the consolidated
operations, assets and/or activities, as the context indicates, of First Supply
and Second Supply.



                                       -2-

<PAGE>   3



         References to the "PRC" or "China" are to the People's Republic of
China and include all territory claimed by or under the control of the Central
Government, except Hong Kong, Macau, and Taiwan.

         References to "Restructuring Agreement" are to the Shareholders'
Agreement on Business Restructuring among Billion Luck, the Farming Bureau and
Guilinyang Farm, and the Assets and Staff Transfer Agreement among HARC, First
Supply, Second Supply and the Farming Bureau, both of which were effective as of
October 1, 1996.

         References to "Second Supply" are to Second Goods And Materials Supply
And Sales Corporation, a company organized in the PRC and a wholly-owned
subsidiary of HARC.

         References to "Tons" are to metric tons.


                                       -3-

<PAGE>   4



                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

             CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES

              CONDENSED CONSOLIDATED INCOME STATEMENTS (UNAUDITED)
        FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996
             (Amounts in thousands, except share and per share data)



<TABLE>
<CAPTION>

                                           Note              Three months ended                        Six months ended
                                                                    June 30,                                  June 30,
                                                      -----------------------------------        ----------------------------------
                                                         1997         1996         1997          1997         1996           1997
                                                         RMB           RMB          USD           RMB          RMB            USD
                                                                   (unaudited)                              (Unaudited)

<S>                                          <C>      <C>            <C>           <C>           <C>           <C>         <C>     
SALES                                                  365,069        540,599       43,984        474,467       795,719     57,165 
                                                                                                                                   
COST OF SALES                                         (348,557)      (478,773)     (41,995)      (449,675)     (719,794)   (54,178)
                                                      --------       --------      -------       --------      --------    ------- 
                                                                                                                                   
GROSS PROFIT                                            16,512         61,826        1,989         24,792        75,925      2,987 
                                                                                                                                   
DEPRECIATION OF FIXED ASSETS                              (510)          (613)         (61)          (844)       (1,208)      (102)
                                                                                                                                   
SELLING AND ADMINISTRATIVE EXPENSES                     (8,258)       (15,187)        (995)       (15,717)      (25,173)    (1,893)
                                                      --------       --------      -------       --------      --------    ------- 
                                                                                                                                   
OPERATING INCOME                                         7,744         46,026          933          8,231        49,544        992 
                                                                                                                                   
FINANCIAL INCOME/(EXPENSES), NET                           243        (16,487)          29            890       (21,676)       107 
                                                                                                                                   
OTHER INCOME                                             9,936         (5,095)       1,197         18,745         4,243      2,258 
                                                      --------       --------      -------       --------      --------    ------- 
                                                                                                                                   
INCOME BEFORE INCOME TAXES                              17,923         24,444        2,159         27,866        32,111      3,357 
                                                                                                                                   
INCOME TAXES                                            (4,027)        (3,586)        (485)        (6,153)       (5,577)      (741)
                                                      --------       --------      -------       --------      --------    ------- 
                                                                                                                                   
NET INCOME BEFORE MINORITY INTERESTS                    13,896         20,858        1,674         21,713        26,534      2,616 
                                                                                                                       
                                                                                                                                   
MINORITY INTERESTS                                      (7,161)       (10,221)        (863)       (11,598)      (13,401)    (1,397)
                                                      --------       --------      -------       --------      --------    ------- 
                                                                                                                                   
NET INCOME FOR THE PERIOD                                6,735         10,637          811         10,115        13,133      1,219 
                                                      ========       ========      =======       ========      ========    ======= 
                                                                                                                                   
EARNINGS PER SHARE                           2            1.12           4.79         0.13           1.70          5.92       0.20 
                                                      ========       ========      =======       ========      ========    ======= 

</TABLE>



The accompanying notes are an integra2l part of these condensed cconsolidated
financial statements.



                                      -4-

<PAGE>   5



               CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEET
                   AS OF JUNE 30, 1997, AND DECEMBER 31, 1996
                             (Amounts in thousands)

<TABLE>
<CAPTION>

                                                       JUNE 30, 1997         December 31,            June 30, 1997
                                                       -------------         ------------            -------------
                                                            RMB                  1996                     US$
                                                                                 ----
                                           NOTE          (UNAUDITED)              RMB                 (unaudited)
                                           ----                                (audited)
<S>                                        <C>         <C>                   <C>                     <C>
ASSETS

CURRENT ASSETS

Cash and cash equivalents                                     85,423               131,006                 10,292 
                                                                                                                 
Trade receivables                                             21,191                 4,212                  2,553 
                                                                                                                  
Other receivables, deposits and                              106,644                48,755                 12,849 
   prepayments

Inventories                                   3               60,626                55,452                  7,305  

Amounts due from related                                     164,380               147,221                 19,805 
   companies                                                                                                     
                                                                                                                 
Amount due from Farming                                        4,528               298,570                    546 
   Bureau                                                                                                         
                                                                                                                 
TOTAL CURRENT ASSETS                                         442,792               685,216                 53,349 

FIXED ASSETS                                  4                7,264                 6,504                    875

INVESTMENTS                                                   11,159                12,344                  1,344 
                                                                                                                  
GOODWILL                                                       1,034                 1,049                    125 
                                                             --------              -------                 ------     
TOTAL ASSETS                                                 462,249               705,113                 55,693
                                                             =======               =======                 ======     
                                                                                                                  
LIABILITIES AND                                                                                                   
SHAREHOLDERS' EQUITY                                                                                              
                                                                                                                  
CURRENT LIABILITIES                                                                                               
                                                                                                                  
Bank loans                                                        --               292,560                     -- 
                                                                                                                  
Amounts due to related companies                               3,963                    --                    478 
                                                                                                                  
Amounts due to shareholders                                      299                 4,976                     36 
                                                                                                                  
Accounts payable                                              78,694                25,848                  9,481 
                                                                                                                  
Income taxes payable                                          19,830                17,063                  2,389 
                                                                                                                  
Other payables and accrued liabilities                        10,080                43,295                  1,215 
                                                                                                                  
TOTAL CURRENT                                                112,866               383,742                 13,599 
   LIABILITIES                                                                                                    
                                                                                                                  
MINORITY INTERESTS                                           120,178               108,580                 14,479 
                                                             -------               -------                 ------ 
                                                                                                                  
TOTAL LIABILITIES                                            233,044               492,322                 28,078 
                                                             =======               =======                 ====== 
</TABLE>



                                       -5-

<PAGE>   6

<TABLE>
<CAPTION>
                                                       JUNE 30, 1997         December 31,            June 30, 1997
                                                       -------------         ------------            -------------
                                                            RMB                  1996                     US$
                                                                                 ----
                                           NOTE          (UNAUDITED)              RMB                 (unaudited)
                                           ----                                (audited)
<S>                                         <C>        <C>                   <C>                     <C>
SHAREHOLDERS' EQUITY
Common Stock, US$0.001 par
value: Authorized - 200,000,000
shares in 1997 and 1996;
Issued and outstanding - 
6,029,004 and 5,779,004 shares
in 1997 and 1996 respectively                                     48                   48                       6

Preferred stock, authorized - 
10,000,000 shares in 1997 and
1996: Series B preferred stock,
US$0.001 par value: Authorized -
3,200,000 shares in 1997 and
1996; Issued and outstanding -
3,200,000 shares in 1997 and
1996                                                             270                  270                      33

Additional paid-in capital                                   153,493              147,194                  18,493   
                                                                                                                    
Reserves                                                      17,748               17,748                   2,138   
                                                                                                                    
Retained earnings                                             57,646               47,531                   6,945   
                                                             -------              -------                  ------   
                                                                                                                    
TOTAL SHAREHOLDERS' EQUITY                                   229,205              212,791                  27,615   
                                                             -------              -------                  ------   

TOTAL LIABILITIES AND                                        462,249              705,113                  55,693   
SHAREHOLDERS' EQUITY                                         =======              =======                  ======   
</TABLE>




The accompanying notes are an integral part of these condensed consolidated
financial statements.


                                       -6-

<PAGE>   7



               CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES

           CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
                 FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                             (Amounts in thousands)


<TABLE>
<CAPTION>    
                                                                                SIX MONTHS ENDED JUNE 30,
                                                                            ------------------------------
                                                                             1997         1996        1997             
                                                                             RMB          RMB          USD             
                                                                                      (UNAUDITED)                   
<S>                                                                         <C>           <C>         <C>              
CASH FLOWS FROM OPERATING ACTIVITIES:                                                                                  
Net income                                                                  10,115        13,133      1,219            
Adjustments to reconcile net income to net cash                                                                        
   provided by operating activities:                                                                                   
      Minority interests                                                    11,598        13,401      1,397            
      Depreciation and amortization                                            844         1,208        102            
      (Gain)/loss on disposal of fixed assets                                  405                     5 49            
Decrease/(increase) in assets:                                                                                         
   Trade receivables                                                       (16,979)      (20,684)    (2,046)           
   Other receivables, deposits and prepayments                             (51,590)      (70,965)    (6,216)           
   Inventories                                                              (5,174)       38,745       (623)           
   Amount due from Farming Bureau                                            1,482        56,076        179            
   Amounts due from related companies                                      (17,159)      (41,891)    (2,067)           
   Other current assets                                                         --        19,448         --            
Increase/(decrease) in liabilities:                                                                                    
   Amounts due to related companies                                          3,963        (4,688)       477            
   Accounts payable                                                         52,846        50,306      6,367            
   Income taxes payable                                                      2,767         4,002        334            
   Other payables and accrued liabilities                                  (33,215)       36,547     (4,002)           
                                                                          --------       -------    -------            
Net cash provided by/(used in) operating activities                        (40,097)       94,643     (4,830)           
                                                                          --------       -------    -------            
                                                                                                                       
CASH FLOWS PROVIDED BY/(USED IN)                                                                                       
 INVESTING ACTIVITIES:                                                                                                 
Purchases of fixed assets                                                   (1,997)       (1,504)      (241)           
Purchases of investments                                                        --          (200)        --            
Reduction of minority interests                                                 --          (164)        --            
Additions to construction in progress                                           --            --         --            
Proceeds from disposal of fixed assets                                           3            --         --            
Proceeds from sale of investments                                            1,185            --        143            
                                                                          --------       -------    -------            
Net cash used in investing activities                                         (809)       (1,868)       (98)           
                                                                          --------       -------    -------            
                                                                                                                       
CASH FLOWS PROVIDED BY/(USED IN)                                                                                       
 FINANCING ACTIVITIES                                                                                                  
Issue of share capital less share offering costs                                --        45,223         --            
Loans from shareholders                                                         --            --         --            
Repayment of loans to shareholders                                          (4,677)      (15,427)      (563)           
Repayment of bank borrowings                                                    --          (440)        --            
Cash remitted to Farming Bureau                                                 --            --         --            
Short term advances                                                             --       (86,917)        --            
Loans to related companies                                                      --            --         --            
Cash from repayment of loans by related companies                               --            --         --            
                                                                          --------       -------    -------            
Net cash used in financing activities                                       (4,677)      (57,561)      (563)           
                                                                          ========       =======    =======            
                                                                                                                       
NET INCREASE/(DECREASE) IN CASH AND                                                                                    
 CASH EQUIVALENTS                                                          (45,583)       35,214     (5,491)           
Cash and cash equivalents, at beginning of period                          131,006        56,942     15,783            
                                                                          --------       -------    -------            
Cash and cash equivalents, at end of period                                 85,423        92,156     10,292            
                                                                          ========       =======    =======            
                                                                                                                       

</TABLE>


The accompanying notes are an integral part of these condensed consolidated
financial statements.


                                     -7-
<PAGE>   8



               CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

             (Amounts in thousands, except share and per share data)

<TABLE>
<CAPTION>

                                                             Series B        Additional
                                            Common          Preferred         Paid-In                        Retained
                                             Stock            Stock           Capital        Reserves        Earnings     Total
                                              RMB              RMB              RMB             RMB             RMB         RMB

<S>                                          <C>               <C>               <C>             <C>         <C>         <C>
Balance at December 31, 1996                    48              270            147,194           17,748      47,531      212,791  
                                                                                                                                  
Issuance of 250,000 shares of common            --               --              6,299               --          --        6,299  
stock as compensation for public relations                                                                                        
and consulting services received                                                                                                  
                                                                                                                                  
Net income for the period                       --               --                 --               --      10,115       10,115  
                                             -----            -----            -------           ------      ------      -------  
                                                                                                                                  
Balance at June 30, 1997                        48              270            153,493           17,748      57,646      229,205  
                                             =====            =====            =======           ======      ======      =======  
                                                                                                                         

</TABLE>


                                     -8-

<PAGE>   9



               CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             (Amounts in thousands)

1.   BASIS OF PRESENTATION:

     The accompanying unaudited condensed consolidated financial statements have
     been prepared in accordance with generally accepted accounting principles
     for interim financial information and with the instructions to Form 10-Q
     and Article 10 of Regulation S-X. Accordingly, they do not include all of
     the information and footnotes required by generally accepted accounting
     principles for complete financial statements. In the opinion of management,
     all adjustments (consisting of normal recurring accruals) considered
     necessary for a fair presentation have been included. Operating results for
     the six months period ended June 30, 1997, are not necessarily indicative
     of the results that may be expected for the year ending December 31, 1997.
     The unaudited condensed consolidated financial statements should be read in
     conjunction with the consolidated financial statements and footnotes
     thereto included in the Company's annual report on Form 10-K for the year
     ended December 31, 1996.

2.   EARNINGS PER SHARE:

     The computation of primary earnings per share for the three months and six
     months ended June 30, 1997, are based on the weighted average number of
     shares of common stock outstanding after giving effect to dilutive stock
     options, which are included as common share equivalents using the treasury
     stock method and assumed to be converted to common stock. The number of
     shares used in computing the primary earnings per share for the three
     months and six months ended June 30, 1997, were 6,029,004 and 5,945,671
     respectively. Fully diluted earnings per share is not materially different
     from primary earnings per share.

     The computation of primary earnings per share for the three months and six
     months ended June 30, 1996, is based on the weighted average number of
     common stock outstanding after giving effect to dilutive stock options and
     Series B convertible preferred stock, which are included as common share
     equivalents using the treasury stock method and assumed to be converted to
     common stock, respectively. The number of shares used in computing the
     primary earnings per share was 2,219,285 as if the one-for-ten reverse
     stock split had been completed at the beginning of the period. Fully
     diluted earnings per share is not materially different from primary
     earnings per share.


3.   INVENTORIES:

<TABLE>
<CAPTION>
                                                      JUNE 30,                    DECEMBER 31,
                                                          1997                            1996
                                                  ------------                     -----------  
                                                           RMB                             RMB
                                                    (Unaudited)                     (Unaudited)
     <S>                                             <C>                               <C>
     Finished goods                                     60,626                          55,452
                                                       =======                        ========

</TABLE>

Inventories are stated at the lower of cost or market. Cost is determined using
the first-in, first-out method.
                                                                 

                                       -9-

<PAGE>   10




4.   FIXED ASSETS:
<TABLE>
<CAPTION>

                                                    JUNE 30,                DECEMBER 31,
                                                        1997                        1996
                                                 ------------               ------------        
                                                         RMB                         RMB
                                                 (unaudited)                   (audited)
<S>                                              <C>                        <C>
Cost:
  Buildings                                            4,418                       3,806        
  Plant, machinery and equipment                       1,854                       1,645        
  Transportation vehicles and equipment                5,560                       4,264        
                                                      ------                       -----        
                                                      11,832                       9,715        
                                                      ------                       -----        

Accumulated depreciation:
  Buildings                                            2,305                       1,711
  Plant, machinery and equipment                         444                         238
  Transportation vehicles and equipment                1,819                       1,262
                                                     -------                     -------
                                                       4,568                       3,211
                                                     -------                     -------

Net book value                                         7,264                       6,504
                                                     =======                     =======
</TABLE>

5.   SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

<TABLE>
<CAPTION>
                                              
                                                          SIX MONTHS ENDED JUNE 30,
                                                    -------------------------------------     
                                                       1997                         1996
                                                        RMB                          RMB
                                                    (UNAUDITED)                 (UNAUDITED)
<S>                                                  <C>                          <C>
Cash paid during the period for interest expenses      2,958                       12,801
                                                     =======                      =======

 
</TABLE>



                                      -10-

<PAGE>   11



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITIONS AND RESULTS OF OPERATIONS

         RESULTS OF OPERATIONS

         The following table shows the selected unaudited condensed consolidated
income statements data of the Company and its subsidiaries for the three months
and six months ended June 30, 1996 and 1997. The data should be read in
conjunction with the unaudited Condensed Consolidated Financial Statements of
the Company and related Notes thereto.

         The discussions below are presented in the Company's primary operating
currency which is the Renminbi Yuan ("Rmb"). For information purposes the
amounts have been translated into U.S. dollars at an exchange rate of $1.00 =
Rmb8.30 which represents the single rate of exchange as quoted by the People's
Bank of China on June 30, 1997. No representation is made that Rmb amounts could
have been, or could be, converted into U.S. dollars at that rate or any other
rate.

         (Amounts in thousands)


<TABLE>
<CAPTION>
                                                 Three months                   Six months
                                                     ended                        ended
                                                   June 30,                      June 30,
                                                   --------                      --------
                                               1997          1996           1997           1996
                                                RMB           RMB            RMB           RMB
<S>                                          <C>           <C>            <C>            <C>
Sales:

  Distribution of natural rubber
  Procurement of materials and                353,067       354,069        449,149        587,420
    supplies                                   12,002       186,530         25,318        208,299
                                             --------      --------       --------       --------

                                              365,069       540,599        474,467        795,719
                                             --------      --------       --------       --------

  Gross profit                                 16,512        61,826         24,792         75,925
  Gross profit margin (%)                        4.52         11.44           5.23           9.54
                              
  Income before income taxes                   17,923        24,444         27,866         32,111
  Income taxes                                 (4,027)       (3,586)        (6,153)        (5,577)
                                             --------      --------       --------       --------
                              
  Net income                                   13,896        20,858         21,713         26,534
  Minority interests                           (7,161)      (10,221)       (11,598)       (13,401)
                                             --------      --------       --------       --------
                              
  Net income after minority                     6,735        10,637         10,115         13,133
    interests                                ========      ========       ========       ========

</TABLE>



                                      -11-

<PAGE>   12



         SALES AND GROSS PROFIT

         Total net sales for the second quarter of fiscal 1997 decreased by
approximately Rmb176 million (US$21 million) or 32.5% to approximately Rmb365
million (US$44 million), compared to approximately Rmb541 million (US$65
million) for the corresponding period in 1996. This decrease was mainly due to
the decrease in net sales from procurement of materials and supplies by
approximately Rmb175 million (US$21 million) or 93.6% to approximately Rmb12
million (US$1.4 million), compared to approximately Rmb187 million (US$22
million) for the corresponding period in 1996.

         For the first half year of 1997, the Company's total net sales
decreased by Rmb321 million (US$39 million) or 40.4%. The net sales of natural
rubber, and materials and supplies, decreased by Rmb138 million (US$17 million)
or 23.5%, and Rmb183 million (US$22 million) or 88%, respectively, as compared
to the corresponding period in 1996.

         The domestic natural rubber consumption market remained sluggish for
the first half of fiscal 1997. There is an excess supply of natural rubber in
the domestic market as a result of an influx of imported natural rubber and a
drop in worldwide rubber prices. The domestic natural rubber price further
dropped to approximately Rmb10,400 per ton at the end of the period, compared to
approximately Rmb12,000 per ton at the beginning of the period and approximately
Rmb13,000 per ton for the comparable period in 1996.

         Net sales from procurement of materials and supplies remained low in
the first half of fiscal 1997 because of the weak consumption market. The
Company also reduced the scope of those procurement segments with unsatisfactory
net margin contribution. There was a high margin contribution from trading of
agricultural products in 1996. However, this market was not as favorable in 1997
as compared to 1996, which accounted for the drop in net sales and gross profit
margin.

         For the first half of fiscal 1997, gross profit decreased by
Rmb51,133,000 (US$6,161,000) or 67% to Rmb24,792,000 (US$2,987,000), compared to
Rmb75,925,000 (US$9,148,000) for the corresponding period in 1996. The overall
gross profit margin also decreased from 9.54% to 5.23% due to the unsatisfactory
profit margin contribution from the procurement business.

         SELLING AND ADMINISTRATIVE EXPENSES

         For the first half of fiscal 1997, selling and administrative expenses
decreased by Rmb9,456,000 (US$1,139,000) or 37.6% to Rmb15,717,000
(US$1,894,000) compared to the corresponding period in fiscal 1996. The
reduction is primarily a result of the restructuring of operations implemented
effective from the last quarter of fiscal 1996. The restructuring has resulted
in reduced administrative overheads, staff costs and related welfare expenses.
The reduction in operating expenses achieved through the restructuring of
operations was partially offset by an increase in legal and professional fees
associated with regulatory compliance and public relations costs incurred as a
result of the NASDAQ listing status of the Company.

         NET FINANCIAL INCOME/(EXPENSES)

         The Company recorded net financial income of Rmb890,000 (US$107,000)
for the first half of fiscal 1997 compared to net financial expenses of
Rmb21,676,000 (US$2,612,000) for the corresponding period in fiscal 1996. This
was primarily attributable to the reduction in bank interest expenses following
the execution of the Restructuring Agreement effective on October 1, 1996.
Pursuant to the Restructuring Agreement, all outstanding bank loans of the
Company were deemed assigned to the Farming Bureau. As a result, all bank
interest incurred by the Company commencing October 1, 1996, was recovered from
the Farming Bureau. The net financial income for the first half of fiscal 1997
represented mainly bank interest income and foreign exchange gain.



                                      -12-

<PAGE>   13



         OTHER INCOME, NET

         Other income increased by Rmb14,502,000 (US$1,747,000) or 342% to
Rmb18,745,000 (US$2,258,000) for the first half of fiscal 1997, compared with
Rmb4,243,000 (US$511,000) for the corresponding period in 1996. The increase was
mainly due to increased income from the trading of rubber futures contracts
during the first half of fiscal 1997, as compared to such income in the
corresponding period in 1996.

         LIQUIDITY AND CAPITAL RESOURCES

         The Company's primary liquidity needs are to fund accounts receivable
and inventories and to expand business operations. The Company has financed its
working capital requirements mainly through a combination of internally
generated cash and proceeds from the offshore private placements completed in
the year 1996. Net cash used in operating activities was Rmb40 million (US$4.8
million) for the first half of fiscal 1997. Net cash provided by the operating
activities was Rmb94.6 million (US$11.4 million) for the corresponding period in
1996. The Company had a working capital surplus of approximately Rmb330 million
(US$39.8 million) as of June 30, 1997.

         On March 28, 1997 and March 31, 1997, the Company completed formal
assignments, in the aggregate, of approximately Rmb293 million (US$35.3 million)
in bank loans to the Farming Bureau.

         There has been no other significant change in financial condition and
liquidity since the fiscal year ended December 31, 1996. The Company believes
that the net proceeds retained from its capital raising efforts, together with
internally generated funds, will be sufficient to satisfy its anticipated
working capital needs for at least the next twelve months.


                                      -13-

<PAGE>   14



                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS:

         None.

ITEM 2.  CHANGES IN SECURITIES:

         On April 1, 1997, the Company entered into an Advertising and Media
Agreement with Marketing Direct Concepts, Inc., a Nevada corporation ("MDC"), a
copy of which is filed with this report as Exhibit 10.36 and incorporated herein
by reference. In consideration of the public relations services to be performed
by MDC, the Company issued to MDC 150,000 unregistered shares of common stock,
par value $0.001 per share (the "Common Stock"), as well as stock purchase
warrants with terms of three years (the "Warrants"). The Warrants entitle MDC to
purchase 125,000 shares of Common Stock at a price of $2.50 per share, 125,000
shares of Common Stock at a price of $4.50 per share, and 100,000 shares of
Common Stock at a price of $5.50 per share. The Warrants may be exercised, and
the Common Stock purchased, at any time during the three-year term. Neither the
Warrants nor the shares of Common Stock underlying them have been registered,
but such shares are subject to "piggyback" registration rights in the event that
that the Company files a registration statement.

         On May 1, 1997, the Company entered into a Financial Consulting
Agreement with Integrated Capital Development Group, Ltd., a British Virgin
Islands company ("ICD"), a copy of which is filed with this report as Exhibit
10.37 and incorporated herein by reference. In consideration of the acquisition
target identification and public relations services to be performed by ICD, the
Company issued to ICD 100,000 unregistered shares of Common Stock.

         Both of the transactions disclosed above were effected in reliance upon
the exemption from registration for transactions not involving any public
offering, which is set forth in Section 4(2) of the Securities Act of 1933.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES:

         None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:

         None.

ITEM 5.  OTHER INFORMATION:

         None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K:

         (a)      The following Exhibits are filed as part of this Form 10-Q or
incorporated by reference as indicated below:

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

        3.1       Articles of Incorporation of the Registrant, filed on January
                  15, 1986 (Filed with Annual Report on Form 10-K/A for the
                  fiscal year ended December 31, 1994, and incorporated herein
                  by reference.)




                                    - 14 -
<PAGE>   15




        3.2       By-laws of the Registrant (Filed with Annual Report on Form
                  10-K/A for the fiscal year ended December 31, 1994, and
                  incorporated herein by reference.)

        3.3       Certificate of Amendment of Articles of Incorporation of the
                  Registrant, filed on November 18, 1994 (Filed with Annual
                  Report on Form 10-K/A for the fiscal year ended December 31,
                  1994, and incorporated herein by reference.)

        3.4       Certificate of Amendment of Articles of Incorporation of the
                  Registrant, filed on November 18, 1994 (Filed with Annual
                  Report on Form 10-K/A for the fiscal year ended December 31,
                  1994, and incorporated herein by reference.)

        3.5       Certificate of Amendment of Articles of Incorporation of the
                  Registrant, effective March 31, 1995, and filed on June 19,
                  1995 (Filed with Quarterly Report on Form 10-Q/A for the
                  fiscal quarter ended March 31, 1995, and with Current Report
                  on Form 8-K dated June 19, 1995, and incorporated herein by
                  reference.)

        3.6       Certificate of Amendment of Articles of Incorporation of the
                  Registrant, effective December 30, 1996 (Filed with Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1996, and incorporated herein by reference.)

        3.7       Amended and Restated By-laws of the Registrant, as amended on
                  December 30, 1996 (Filed with Annual Report on Form 10-K for
                  the fiscal year ended December 31, 1996, and incorporated
                  herein by reference.)

        4.1       Certificate of Designation of Series B Convertible Preferred
                  Stock, filed on December 13, 1995 (Filed with Current Report
                  on Form 8-K dated March 8, 1996, and incorporated herein by
                  reference.)

        4.2       Certificate of Amendment of Certificate of Designation of
                  Series B Convertible Preferred Stock, effective December 31,
                  1997 (Filed with Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1996, and incorporated herein by
                  reference.)

       10.1       Assignment Agreement dated January 21, 1994, by and between
                  Hong Wah (Holdings) Limited and Billion Luck Company Ltd.
                  (Filed with Annual Report on Form 10-K/A for the fiscal year
                  ended December 31, 1994, and incorporated herein by
                  reference.)

       10.2       Contract on Investment for the Setting up of Hainan
                  Agricultural Resources Company Ltd. dated January 31, 1994, by
                  and among Hainan Province Agricultural Reclamation General
                  Company (the Farming Bureau), Hainan Province Guilinyang State
                  Farm, and Billion Luck Company Ltd. (Original Chinese version
                  with English translation filed with Annual Report on Form
                  10-K/A for the fiscal year ended December 31, 1994, and
                  incorporated herein by reference.)

       10.3       Loan Agreement dated May 10, 1994, by and among Everbright
                  Finance & Investment Co. Limited, Worlder International
                  Company Limited, Hong Wah Investment Holdings Limited,
                  Silverich Limited, Brender Services Limited, and Billion Luck
                  Company Ltd. (Filed with Annual Report on Form 10-K/A for the
                  fiscal year ended December 31, 1994, and incorporated herein
                  by reference.)



                                      -15-

<PAGE>   16



       10.4       Credit Agreement dated June 1, 1994, by and among Everbright
                  Finance & Investment Co. Limited, Worlder International
                  Company Limited, Hong Wah Investment Holdings Limited and
                  Billion Luck Company Ltd. (Filed with Annual Report on Form
                  10-K/A for the fiscal year ended December 31, 1994, and
                  incorporated herein by reference.)

       10.5       Contract on the Transfer of Share Ownership of Hainan Zhongya
                  Aluminum Co., Ltd. dated July 11, 1994, by and between Hainan
                  Province Guilinyang State Farm and Hainan Agricultural
                  Resources Co., Ltd. (Filed with Annual Report on Form 10-K/A
                  for the fiscal year ended December 31, 1994, and incorporated
                  herein by reference.)

       10.6       Letter Agreement dated August 8, 1994, by and among Everbright
                  Finance & Investment Co. Limited, Worlder International
                  Company Limited, Hong Wah Investment Holdings Limited and
                  Billion Luck Company Ltd., supplementing Credit Agreement
                  dated June 1, 1994 (Filed with Annual Report on Form 10-K/A
                  for the fiscal year ended December 31, 1994, and incorporated
                  herein by reference.)

       10.7       Letter Agreement dated October 24, 1994, by and among
                  Everbright Finance & Investment Co. Limited, Worlder
                  International Company Limited, and Billion Luck Company Ltd.
                  (Filed with Annual Report on Form 10-K/A for the fiscal year
                  ended December 31, 1994, and incorporated herein by
                  reference.)

       10.8       Acquisition Agreement, by and among the Registrant and the
                  shareholders of Billion Luck Company Ltd. (Filed with Annual
                  Report on Form 10-K/A for the fiscal year ended December 31,
                  1994, and incorporated herein by reference.)

       10.9       Agreement on Service and Cooperation dated November 5, 1994,
                  by and between Hainan Province Agricultural Reclamation
                  General Company (the Farming Bureau) and Hainan Agricultural
                  Resources Company Ltd. (Original Chinese version with English
                  translation filed with Annual Report on Form 10-K/A for the
                  fiscal year ended December 31, 1994, and incorporated herein
                  by reference.)

       10.10      Land Use Agreement dated November 5, 1994, by and between
                  Hainan Province Agricultural Reclamation No. 1 Materials
                  Supply & Sales Company (First Supply) and Hainan Province
                  Agricultural Reclamation Jin Long Materials General Company
                  (Original Chinese version with certified English translation
                  filed with Annual Report on Form 10-K/A for the fiscal year
                  ended December 31, 1994, and incorporated herein by
                  reference.)

       10.11      Land Use Agreement dated November 5, 1994, by and between
                  Hainan Province Agricultural Reclamation No. 2 Materials
                  Supply & Sales Company (Second Supply) and Hainan Province
                  Agricultural Reclamation Jin Huan Materials General Company
                  (Original Chinese version with certified English translation
                  filed with Annual Report on Form 10-K/A for the fiscal year
                  ended December 31, 1994, and incorporated herein by
                  reference.)

       10.12      Long-Term Sale and Purchase Agreement dated November 5, 1994,
                  by and among Hainan Province Agricultural Reclamation
                  General Company (the Farming Bureau), Hainan Agricultural
                  Resources Company Ltd., Hainan Province Agricultural
                  Reclamation No. 1 Materials Supply & Marketing Company
                  (First Supply), and Hainan Province Agricultural 

                                      -16-

<PAGE>   17



                  Reclamation No. 2 Materials Supply & Marketing Company 
                  (Second Supply) (Original Chinese version with English
                  translation filed with Annual Report on Form 10- K/A for the
                  fiscal year ended December 31, 1994, and incorporated herein
                  by reference.)

       10.13      Agreement on Assignment of Accounts Receivable dated November
                  5, 1994, by and among Hainan Province Agricultural Reclamation
                  General Company (the Farming Bureau), Billion Luck Company
                  Ltd., Hainan Province Guilinyang State Farm, Hainan
                  Agricultural Resources Company Ltd., Hainan Province
                  Agricultural Reclamation No. 1 Materials Supply & Marketing
                  Company (First Supply), and Hainan Province Agricultural
                  Reclamation No. 2 Materials Supply & Marketing Company (Second
                  Supply) (Original Chinese version with English translation
                  filed with Annual Report on Form 10- K/A for the fiscal year
                  ended December 31, 1994, and incorporated herein by
                  reference.)

       10.14      Rental Agreement, by and between General Bureau of Hainan
                  State Farms (the Farming Bureau) and Hainan Agricultural
                  Resources Company Limited (Original Chinese version with
                  English Translation filed with Annual Report on Form 10-K/A
                  for the fiscal year ended December 31, 1994, and incorporated
                  herein by reference.)

       10.15      Guaranty Agreement, by and among Hainan Province Agricultural
                  Reclamation General Company (the Farming Bureau), Hainan
                  Agricultural Reclamation No. 1 Materials Supply & Sales
                  Company (First Supply) and Hainan Agricultural Reclamation No.
                  2 Materials Supply & Sales Company (Second Supply) (Original
                  Chinese version with certified English Translation filed with
                  Annual Report on Form 10-K/A for the fiscal year ended
                  December 31, 1994, and incorporated herein by reference.)

       10.16      Financial Consulting Agreement dated February 1, 1994, by and
                  between Brender Services Limited and Billion Luck Company
                  Ltd., and Extension Agreement dated November 1, 1994, by and
                  between Brender Services Limited and Billion Luck Company Ltd.
                  (Filed with Annual Report on Form 10-K/A for the fiscal year
                  ended December 31, 1994, and incorporated herein by
                  reference.)

       10.17      Exchange Agreement, by and among the Registrant, Hong Wah
                  Investment Holdings Limited, Everbright Finance & Investment
                  Co. Ltd., Worlder International Company Limited and Silverich
                  Limited, executed as of March 31, 1995 (Filed with Quarterly
                  Report on Form 10-Q/A for the fiscal quarter ended March 31,
                  1995, and incorporated herein by reference.)

       10.18      China Resources Development, Inc., 1995 Stock Option Plan,
                  adopted as of March 31, 1995 (Filed with Quarterly Report on
                  Form 10-Q/A for the fiscal quarter ended March 31, 1995, and
                  the Current Report on Form 8-K dated June 19, 1995, and
                  incorporated herein by reference.)

       10.19      Consulting Agreement between the Registrant and Brender
                  Services Limited, dated April 30, 1995 (Filed with Quarterly
                  Report on Form 10-Q for the fiscal quarter ended June 30,
                  1995, and incorporated herein by reference.)

       10.20      Letter dated June 1, 1995, extending the repayment date to 
                  December 31, 1995, for loans extended to Billion Luck by
                  Everbright Finance & Investment Co. Limited, Worlder
                  International Company Limited and Hong Wah Investment
                  Holdings Limited, pursuant


                                      -17-

<PAGE>   18



                  to Credit Agreement dated June 1, 1994 (Filed with Quarterly
                  Report on Form 10-Q for the fiscal quarter ended September 30,
                  1995, and incorporated herein by reference.)

       10.21      Agreement on Administrative Expenses Apportionment between
                  First Supply and Jin Ling Corporation, dated March 15, 1995
                  (Original Chinese version with English translation filed with
                  Annual Report on Form 10-K for the fiscal year ended December
                  31, 1995, and incorporated herein by reference.)

       10.22      Agreement on Administrative Expenses Apportionment between
                  Second Supply and Jin Huan Corporation, dated March 15, 1995
                  (Original Chinese version with English translation filed with
                  Annual Report on Form 10-K for the fiscal year ended December
                  31, 1995, and incorporated herein by reference.)

       10.23      Agreement on Rubber Purchase Deposits among HARC, First
                  Supply, Second Supply and the Farming Bureau, dated March 30,
                  1995 (Original Chinese version with English translation filed
                  with Annual Report on Form 10-K for the fiscal year ended
                  December 31, 1995, and incorporated herein by reference.)

       10.24      Employment Agreement between Billion Luck and Han Jian Zhun,
                  dated August 1, 1995 (Filed with Annual Report on Form 10-K
                  for the fiscal year ended December 31, 1995, and incorporated
                  herein by reference.)

       10.25      Employment Agreement between Billion Luck and Li Fei Lie,
                  dated August 1, 1995 (Filed with Annual Report on Form 10-K
                  for the fiscal year ended December 31, 1995, and incorporated
                  herein by reference.)

       10.26      Contract on Investment in the Xilian Timber Mill between HARC
                  and the State-Run Xilian Farm of Hainan Province dated July 7,
                  1994, and Supplementary Agreement dated December 24, 1994
                  (Original Chinese version with English translation filed with
                  Annual Report on Form 10-K for the fiscal year ended December
                  31, 1995, and incorporated herein by reference.)

       10.27      Exchange Agreement, by and between the Registrant and
                  Everbright Finance & Investment Co. Limited, dated July 22,
                  1996 (Filed with Quarterly Report on Form 10-Q for the fiscal
                  quarter ended September 30, 1996, and incorporated herein by
                  reference.)

       10.28      Loan Agreement between HARC and the Farming Bureau, dated
                  March 25, 1996, and the supplementary agreement dated December
                  31, 1996 (Certified English translation of original Chinese
                  version filed with Annual Report on Form 10-K/A for the fiscal
                  year ended December 31, 1996, and incorporated herein by
                  reference.)

       10.29      Loan Agreement between HARC and the Registrant, dated March
                  25, 1996 (Certified English translation of original Chinese
                  version filed with Annual Report on Form 10-K/A for the fiscal
                  year ended December 31, 1996, and incorporated herein by
                  reference.)

       10.30      Rental Agreement between HARC and the Hainan Farming Bureau
                  Testing Center, dated August 9, 1996 (Certified English
                  translation of original Chinese version filed with Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1996, and incorporated herein by reference.)


                                      -18-

<PAGE>   19




       10.31      Shareholders' Agreement on Business Restructuring among the
                  Farming Bureau, Guilinyang Farm and Billion Luck, dated as of
                  October 1, 1996 (Certified English translation of original
                  Chinese version filed with Annual Report on Form 10-K for the
                  fiscal year ended December 31, 1996, and incorporated herein
                  by reference.)

       10.32      Assets and Staff Transfer Agreement among the Farming Bureau,
                  HARC, First Supply and Second Supply, dated as of October 1,
                  1996 (Certified English translation of original Chinese
                  version filed with Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1996, and incorporated herein by
                  reference.)

       10.33      Exchange Agreement, by and between the Registrant and
                  Everbright Finance & Investment Co. Limited, dated December
                  31, 1996 (Filed with Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1996, and incorporated herein by
                  reference.)

       10.34      China Resources Development, Inc., Amended and Restated 1995
                  Stock Option Plan, as amended on December 30, 1996 (Filed with
                  Annual Report on Form 10-K for the fiscal year ended December
                  31, 1996, and incorporated herein by reference.)

       10.35      Agency Agreement on Natural Rubber Distribution between Hainan
                  General Bureau Jin Huan Materials Supply General Company and
                  HARC, dated January 2, 1997 (Certified English translation of
                  original Chinese version filed with Quarterly Report on Form
                  10-Q for the fiscal quarter ended March 31, 1997, and
                  incorporated herein by reference.)

       10.36      Advertising and Media Agreement by and between the Registrant
                  and Marketing Direct Concepts, Inc., dated April 1, 1997
                  (Filed herewith.)

       10.37      Financial Consulting Agreement by and between the Registrant
                  and Integrated Capital Development Group, Inc., dated May 1,
                  1997 (Filed herewith.)

       11         Computation of Earnings (Loss) Per Share  (Contained in 
                  Financial Statements in Part I, Item 1, hereof.)

       27.2       Financial Data Schedule (Filed herewith. For SEC use only.)


         (b)      During the three months ended June 30, 1997, the Company filed
                  no Current Reports on Form 8-K.


                                      -19-

<PAGE>   20



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                          CHINA RESOURCES DEVELOPMENT, INC.



August 18, 1997                           By: /s/  Li Shunxing
                                             ---------------------------------
                                          Li Shunxing, President



                                          By:  /s/  Tam Cheuk Ho
                                             ---------------------------------- 
                                          Tam Cheuk Ho, Chief Financial Officer









                                      -20-

<PAGE>   21




                                 EXHIBITS INDEX
                                 --------------
<TABLE>
<CAPTION>


       Exhibit No.                      Exhibit Description                                Page No.
       -----------                      -------------------                                --------
        <S>       <C>                                                                        <C>
        3.1       Articles of Incorporation of the Registrant, filed on January
                  15, 1986 (Filed with Annual Report on Form 10-K/A for the
                  fiscal year ended December 31, 1994, and incorporated herein
                  by reference.)

        3.2       By-laws of the Registrant (Filed with Annual Report on Form
                  10-K/A for the fiscal year ended December 31, 1994, and
                  incorporated herein by reference.)

        3.3       Certificate of Amendment of Articles of Incorporation of the
                  Registrant, filed on November 18, 1994 (Filed with Annual
                  Report on Form 10-K/A for the fiscal year ended December 31,
                  1994, and incorporated herein by reference.)

        3.4       Certificate of Amendment of Articles of Incorporation of the
                  Registrant, filed on November 18, 1994 (Filed with Annual
                  Report on Form 10-K/A for the fiscal year ended December 31,
                  1994, and incorporated herein by reference.)

        3.5       Certificate of Amendment of Articles of Incorporation of the
                  Registrant, effective March 31, 1995, and filed on June 19,
                  1995 (Filed with Quarterly Report on Form 10-Q/A for the
                  fiscal quarter ended March 31, 1995, and with Current Report
                  on Form 8-K dated June 19, 1995, and incorporated herein by
                  reference.)

        3.6       Certificate of Amendment of Articles of Incorporation of the
                  Registrant, effective December 30, 1996 (Filed with Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1996, and incorporated herein by reference.)

        3.7       Amended and Restated By-laws of the Registrant, as amended on
                  December 30, 1996 (Filed with Annual Report on Form 10-K for
                  the fiscal year ended December 31, 1996, and incorporated
                  herein by reference.)

        4.1       Certificate of Designation of Series B Convertible Preferred
                  Stock, filed on December 13, 1995 (Filed with Current Report
                  on Form 8-K dated March 8, 1996, and incorporated herein by
                  reference.)

        4.2       Certificate of Amendment of Certificate of Designation of
                  Series B Convertible Preferred Stock, effective December 31,
                  1997 (Filed with Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1996, and incorporated herein by
                  reference.)

       10.1       Assignment Agreement dated January 21, 1994, by and between
                  Hong Wah (Holdings) Limited and Billion Luck Company Ltd.
                  (Filed with Annual Report on Form 10-K/A for the fiscal year
                  ended December 31, 1994, and incorporated herein by
                  reference.)


                                                      -22-

</TABLE>

<PAGE>   22

<TABLE>
       <S>        <C>

       10.2       Contract on Investment for the Setting up of Hainan Agricultural Resources
                  Company Ltd. dated January 31, 1994, by and among Hainan Province
                  Agricultural Reclamation General Company (the Farming Bureau), Hainan
                  Province Guilinyang State Farm, and Billion Luck Company Ltd.  (Original
                  Chinese version with English translation filed with Annual Report on Form
                  10-K/A for the fiscal year ended December 31, 1994, and incorporated
                  herein by reference.)

       10.3       Loan Agreement dated May 10, 1994, by and among Everbright
                  Finance & Investment Co. Limited, Worlder International
                  Company Limited, Hong Wah Investment Holdings Limited,
                  Silverich Limited, Brender Services Limited, and Billion Luck
                  Company Ltd. (Filed with Annual Report on Form 10-K/A for the
                  fiscal year ended December 31, 1994, and incorporated herein
                  by reference.)

       10.4       Credit Agreement dated June 1, 1994, by and among Everbright
                  Finance & Investment Co. Limited, Worlder International
                  Company Limited, Hong Wah Investment Holdings Limited and
                  Billion Luck Company Ltd. (Filed with Annual Report on Form
                  10-K/A for the fiscal year ended December 31, 1994, and
                  incorporated herein by reference.)

       10.5       Contract on the Transfer of Share Ownership of Hainan Zhongya
                  Aluminum Co., Ltd. dated July 11, 1994, by and between Hainan
                  Province Guilinyang State Farm and Hainan Agricultural
                  Resources Co., Ltd. (Filed with Annual Report on Form 10-K/A
                  for the fiscal year ended December 31, 1994, and incorporated
                  herein by reference.)

       10.6       Letter Agreement dated August 8, 1994, by and among Everbright
                  Finance & Investment Co. Limited, Worlder International
                  Company Limited, Hong Wah Investment Holdings Limited and
                  Billion Luck Company Ltd., supplementing Credit Agreement
                  dated June 1, 1994 (Filed with Annual Report on Form 10-K/A
                  for the fiscal year ended December 31, 1994, and incorporated
                  herein by reference.)

       10.7       Letter Agreement dated October 24, 1994, by and among
                  Everbright Finance & Investment Co. Limited, Worlder
                  International Company Limited, and Billion Luck Company Ltd.
                  (Filed with Annual Report on Form 10-K/A for the fiscal year
                  ended December 31, 1994, and incorporated herein by
                  reference.)

       10.8       Acquisition Agreement, by and among the Registrant and the
                  shareholders of Billion Luck Company Ltd. (Filed with Annual
                  Report on Form 10-K/A for the fiscal year ended December 31,
                  1994, and incorporated herein by reference.)

       10.9       Agreement on Service and Cooperation dated November 5, 1994,
                  by and between Hainan Province Agricultural Reclamation
                  General Company (the Farming Bureau) and Hainan Agricultural
                  Resources Company Ltd. (Original Chinese version with English
                  translation filed with Annual Report on Form 10-K/A for the
                  fiscal year ended December 31, 1994, and incorporated herein
                  by reference.)

</TABLE>

                                     -23-

<PAGE>   23


<TABLE>

       <C>        <C>
       10.10      Land Use Agreement dated November 5, 1994, by and between
                  Hainan Province Agricultural Reclamation No. 1 Materials
                  Supply & Sales Company (First Supply) and Hainan Province
                  Agricultural Reclamation Jin Long Materials General Company
                  (Original Chinese version with certified English translation
                  filed with Annual Report on Form 10-K/A for the fiscal year
                  ended December 31, 1994, and incorporated herein by
                  reference.)

       10.11      Land Use Agreement dated November 5, 1994, by and between Hainan
                  Province Agricultural Reclamation No. 2 Materials Supply & Sales
                  Company (Second Supply) and Hainan Province Agricultural Reclamation
                  Jin Huan Materials General Company  (Original Chinese version with
                  certified English translation filed with Annual Report on Form 10-K/A for
                  the fiscal year ended December 31, 1994, and incorporated herein by
                  reference.)

       10.12      Long-Term Sale and Purchase Agreement dated November 5, 1994, by and
                  among Hainan Province Agricultural Reclamation General Company (the
                  Farming Bureau), Hainan Agricultural Resources Company Ltd., Hainan
                  Province Agricultural Reclamation No. 1 Materials Supply & Marketing
                  Company (First Supply), and Hainan Province Agricultural Reclamation No.
                  2 Materials Supply & Marketing Company (Second Supply)  (Original
                  Chinese version with English translation filed with Annual Report on Form
                  10-K/A for the fiscal year ended December 31, 1994, and incorporated
                  herein by reference.)

       10.13      Agreement on Assignment of Accounts Receivable dated November 5, 1994,
                  by and among Hainan Province Agricultural Reclamation General Company
                  (the Farming Bureau), Billion Luck Company Ltd., Hainan Province
                  Guilinyang State Farm, Hainan Agricultural Resources Company Ltd.,
                  Hainan Province Agricultural Reclamation No. 1 Materials Supply &
                  Marketing Company (First Supply), and Hainan Province Agricultural
                  Reclamation No. 2 Materials Supply & Marketing Company (Second
                  Supply)  (Original Chinese version with English translation filed with Annual
                  Report on Form 10-K/A for the fiscal year ended December 31, 1994, and
                  incorporated herein by reference.)

       10.14      Rental Agreement, by and between General Bureau of Hainan
                  State Farms (the Farming Bureau) and Hainan Agricultural
                  Resources Company Limited (Original Chinese version with
                  English Translation filed with Annual Report on Form 10-K/A
                  for the fiscal year ended December 31, 1994, and incorporated
                  herein by reference.)

       10.15      Guaranty Agreement, by and among Hainan Province Agricultural
                  Reclamation General Company (the Farming Bureau), Hainan Agricultural
                  Reclamation No. 1 Materials Supply & Sales Company (First Supply) and
                  Hainan Agricultural Reclamation No. 2 Materials Supply & Sales Company
                  (Second Supply)  (Original Chinese version with certified English
                  Translation filed with Annual Report on Form 10-K/A for the fiscal year
                  ended December 31, 1994, and incorporated herein by reference.)


</TABLE>


                                      -24-

<PAGE>   24

<TABLE>
       <S>        <C>
       10.16      Financial Consulting Agreement dated February 1, 1994, by and
                  between Brender Services Limited and Billion Luck Company
                  Ltd., and Extension Agreement dated November 1, 1994, by and
                  between Brender Services Limited and Billion Luck Company Ltd.
                  (Filed with Annual Report on Form 10-K/A for the fiscal year
                  ended December 31, 1994, and incorporated herein by
                  reference.)

       10.17      Exchange Agreement, by and among the Registrant, Hong Wah
                  Investment Holdings Limited, Everbright Finance & Investment
                  Co. Ltd., Worlder International Company Limited and Silverich
                  Limited, executed as of March 31, 1995 (Filed with Quarterly
                  Report on Form 10-Q/A for the fiscal quarter ended March 31,
                  1995, and incorporated herein by reference.)

       10.18      China Resources Development, Inc., 1995 Stock Option Plan,
                  adopted as of March 31, 1995 (Filed with Quarterly Report on
                  Form 10-Q/A for the fiscal quarter ended March 31, 1995, and
                  the Current Report on Form 8-K dated June 19, 1995, and
                  incorporated herein by reference.)

       10.19      Consulting Agreement between the Registrant and Brender
                  Services Limited, dated April 30, 1995 (Filed with Quarterly
                  Report on Form 10-Q for the fiscal quarter ended June 30,
                  1995, and incorporated herein by reference.)

       10.20      Letter dated June 1, 1995, extending the repayment date to
                  December 31, 1995, for loans extended to Billion Luck by
                  Everbright Finance & Investment Co. Limited, Worlder
                  International Company Limited and Hong Wah Investment Holdings
                  Limited, pursuant to Credit Agreement dated June 1, 1994
                  (Filed with Quarterly Report on Form 10-Q for the fiscal
                  quarter ended September 30, 1995, and incorporated herein by
                  reference.)

       10.21      Agreement on Administrative Expenses Apportionment between
                  First Supply and Jin Ling Corporation, dated March 15, 1995
                  (Original Chinese version with English translation filed with
                  Annual Report on Form 10-K for the fiscal year ended December
                  31, 1995, and incorporated herein by reference.)

       10.22      Agreement on Administrative Expenses Apportionment between
                  Second Supply and Jin Huan Corporation, dated March 15, 1995
                  (Original Chinese version with English translation filed with
                  Annual Report on Form 10-K for the fiscal year ended December
                  31, 1995, and incorporated herein by reference.)

       10.23      Agreement on Rubber Purchase Deposits among HARC, First
                  Supply, Second Supply and the Farming Bureau, dated March 30,
                  1995 (Original Chinese version with English translation filed
                  with Annual Report on Form 10-K for the fiscal year ended
                  December 31, 1995, and incorporated herein by reference.)

       10.24      Employment Agreement between Billion Luck and Han Jian Zhun,
                  dated August 1, 1995 (Filed with Annual Report on Form 10-K
                  for the fiscal year ended December 31, 1995, and incorporated
                  herein by reference.)


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       10.25      Employment Agreement between Billion Luck and Li Fei Lie,
                  dated August 1, 1995 (Filed with Annual Report on Form 10-K
                  for the fiscal year ended December 31, 1995, and incorporated
                  herein by reference.)

       10.26      Contract on Investment in the Xilian Timber Mill between HARC
                  and the State-Run Xilian Farm of Hainan Province dated July 7,
                  1994, and Supplementary Agreement dated December 24, 1994
                  (Original Chinese version with English translation filed with
                  Annual Report on Form 10-K for the fiscal year ended December
                  31, 1995, and incorporated herein by reference.)

       10.27      Exchange Agreement, by and between the Registrant and
                  Everbright Finance & Investment Co. Limited, dated July 22,
                  1996 (Filed with Quarterly Report on Form 10-Q for the fiscal
                  quarter ended September 30, 1996, and incorporated herein by
                  reference.)

       10.28      Loan Agreement between HARC and the Farming Bureau, dated
                  March 25, 1996, and the supplementary agreement dated December
                  31, 1996 (Certified English translation of original Chinese
                  version filed with Annual Report on Form 10-K/A for the fiscal
                  year ended December 31, 1996, and incorporated herein by
                  reference.)

       10.29      Loan Agreement between HARC and the Registrant, dated March
                  25, 1996 (Certified English translation of original Chinese
                  version filed with Annual Report on Form 10-K/A for the fiscal
                  year ended December 31, 1996, and incorporated herein by
                  reference.)

       10.30      Rental Agreement between HARC and the Hainan Farming Bureau
                  Testing Center, dated August 9, 1996 (Certified English
                  translation of original Chinese version filed with Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1996, and incorporated herein by reference.)

       10.31      Shareholders' Agreement on Business Restructuring among the
                  Farming Bureau, Guilinyang Farm and Billion Luck, dated as of
                  October 1, 1996 (Certified English translation of original
                  Chinese version filed with Annual Report on Form 10-K for the
                  fiscal year ended December 31, 1996, and incorporated herein
                  by reference.)

       10.32      Assets and Staff Transfer Agreement among the Farming Bureau,
                  HARC, First Supply and Second Supply, dated as of October 1,
                  1996 (Certified English translation of original Chinese
                  version filed with Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1996, and incorporated herein by
                  reference.)

       10.33      Exchange Agreement, by and between the Registrant and
                  Everbright Finance & Investment Co. Limited, dated December
                  31, 1996 (Filed with Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1996, and incorporated herein by
                  reference.)

       10.34      China Resources Development, Inc., Amended and Restated 1995 Stock
                  Option Plan, as amended on December 30, 1996  (Filed with Annual Report


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                  on Form 10-K for the fiscal year ended December 31, 1996, and
                  incorporated herein by reference.)

       10.35      Agency Agreement on Natural Rubber Distribution between Hainan
                  General Bureau Jin Huan Materials Supply General Company and
                  HARC, dated January 2, 1997 (Certified English translation of
                  original Chinese version filed with Quarterly Report on Form
                  10-Q for the fiscal quarter ended March 31, 1997, and
                  incorporated herein by reference.)

       10.36      Advertising and Media Agreement by and between the Registrant
                  and Marketing Direct Concepts, Inc., dated April 1, 1997
                  (Filed herewith.)

       10.37      Financial Consulting Agreement by and between the Registrant
                  and Integrated Capital Development Group, Inc., dated May 1,
                  1997 (Filed herewith.)

       11         Computation of Earnings (Loss) Per Share  (Contained in 
                  Financial Statements in Part I, Item 1, hereof.)

       27.2       Financial Data Schedule (Filed herewith. For SEC use only.)

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