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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 20-F/A
  o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
 OR
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 OR
 o
    
    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Date of event requiring this shell company report
 For the Transition period from  to
 Commission file number: 001-12126
 CHINA ENTERPRISES LIMITED
  Bermuda    Unit 3101, 31st Floor, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong    Telephone: (852) 3151-0300 Fax: (852) 2372-0620
  Title of Each Class
    
    Name of Each Exchange on Which RegisteredN/A
    
    N/A
  Common stock, par value $0.01 per share
  None
   o þ
 o þ
 o þ
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
  U.S. GAAP þ
    
    International Financial Reporting Standards as issued
by the International Accounting Standards Board o
    
    Other o
 o o
 o þ




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TABLE OF CONTENTS  ITEM 3. KEY INFORMATIONITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTSITEM 15. CONTROLS AND PROCEDURESITEM 19. EXHIBITSSIGNATURESEXIHIBITS INDEXExhibit 8Exhibit 12(1)Exhibit 12(2)Exhibit 13(1)Exhibit 13(2)Exhibit 14(1)    Table of Contents  EXPLANATORY NOTE




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ITEM 3. KEY INFORMATION
 A. SELECTED FINANCIAL DATA
  Selected Consolidated Financial Information of the Company
(Amounts in thousands, except number of shares, their par values and per share data)
 Year ended December 31,2004
    
    
    2005
    
    
    2006
    
    
    2007
    
    
    2008(a)
    
    
    (a)Rmb
    
    
    Rmb
    
    
    Rmb
    
    
    Rmb
    
    
    Rmb
    
    
    US$Consolidated Statements of Operations Data:Revenues
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (Loss) income from operations
    
    
    (13,344
    )
    
    
    (27,522
    )
    
    
    (16,754
    )
    
    
    13,117
    
    
    
    (5,770
    )
    
    
    (846
    )(Loss) income from continuing operations
    
    
    181,942
    
    
    
    (26,324
    )
    
    
    (21,226
    )
    
    
    (28,178
    )
    
    
    (71,441
    )
    
    
    (10,471
    )Net (loss) income
    
    
    181,942
    
    
    
    (26,324
    )
    
    
    (21,226
    )
    
    
    (28,178
    )
    
    
    (71,441
    )
    
    
    (10,471
    )Net (loss) income from operations per share
    
    
    20.18
    
    
    
    (2.92
    )
    
    
    (2.35
    )
    
    
    (3.12
    )
    
    
    (7.92
    )
    
    
    (1.16
    )Basic and diluted (loss) earnings per common share (b)
    
    
    20.18
    
    
    
    (2.92
    )
    
    
    (2.35
    )
    
    
    (3.12
    )
    
    
    (7.92
    )
    
    
    (1.16
    )Weighted-average number of common share outstanding (b)
    
    
    9,017,310
    
    
    
    9,017,310
    
    
    
    9,017,310
    
    
    
    9,017,310
    
    
    
    9,017,310
    
    
    
    9,017,310Consolidated Balance Sheets Data :Total assets
    
    
    791,326
    
    
    
    684,273
    
    
    
    819,181
    
    
    
    575,076
    
    
    
    677,945
    
    
    
    99,369Shareholders equity (Net assets)
    
    
    667,981
    
    
    
    662,598
    
    
    
    599,297
    
    
    
    538,325
    
    
    
    458,805
    
    
    
    67,249Supervoting common stock  par value US$0.01 per share
    
    
    244
    
    
    
    244
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Common stock  par value US$0.01 per share
    
    
    526
    
    
    
    526
    
    
    
    770
    
    
    
    770
    
    
    
    770
    
    
    
    113
 Notes:
 (a)
    
    During fiscal year 2007, following the purchase and disposal of certain shares of Wing On
Travel (Holdings) Limited, or Wing On, in the Stock Exchange of Hong Kong Limited, or HKSE, the
Companys interest in Wing On was diluted from approximately 20.36% to 12.77%, and was accounted
for as trading securities of the Company thereafter.(b)
    
    The calculation of basic and diluted (loss) earnings from continuing operations per common
share, and basic and diluted (loss) earnings per common share from 2004 to 2008 is based on the
weighted-average number of common stock outstanding during the years ended December 31, 2004 to
2008. The number of common stock outstanding for 2004, 2005, 2006, 2007 and 2008 was 9,017,310.
There were no dilutive securities issued by the Company.




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Exchange Rate Information
   Year Ended December 31,2004
    
    
    2005
    
    
    2006
    
    
    2007
    
    
    2008(Rmb equivalent of US$1.00)
    
    Rmb
    
    
    Rmb
    
    
    Rmb
    
    
    Rmb
    
    
    RmbAt unified exchange rate
- average rate
calculated by using
the average of the
exchange rates on
the last day of
each month during
each period
    
    
    8.28
    
    
    
    8.18
    
    
    
    7.96
    
    
    
    7.57
    
    
    
    6.93
  At Unified Exchange Rate(Rmb equivalent of US$1.00)
    
    High
    
    
    LowNovember 30, 2009
    
    
    6.83
    
    
    
    6.83October 31, 2009
    
    
    6.83
    
    
    
    6.83September 30, 2009
    
    
    6.83
    
    
    
    6.83August 31, 2009
    
    
    6.84
    
    
    
    6.83July 31, 2009
    
    
    6.83
    
    
    
    6.82June 30, 2009
    
    
    6.84
    
    
    
    6.83
 B. CAPITALIZATION AND INDEBTEDNESS
  C. REASONS FOR THE OFFER AND PROCEEDS
  D. RISK FACTORS




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Risks Related to Our Business
 THE COMPANY MAY NOT BE ABLE TO SUCCESSFULLY IMPLEMENT ITS BUSINESS STRATEGY, IN WHICH CASE
ITS BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION WOULD SUFFER
   THE COMPANY MAY NOT BE ABLE TO FINANCE ACQUISITIONS, STRATEGIC INVESTMENTS OR OTHER
EXPANSIONS OF OPERATIONS OR MAY INCUR FINANCIAL OBLIGATIONS OR LIABILITIES IN CONNECTION WITH
ANY ACQUISITION OR EXPANSION
  FUTURE ACQUISITIONS OR STRATEGIC INVESTMENTS MAY NOT BE SUCCESSFUL AND MAY HARM OUR OPERATING
RESULTS
  DIVERSIFICATION MAY RESULT IN LOWERED RESPONSIVENESS TO CYCLICAL CHANGES OF DIFFERENT
BUSINESSES




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AS A RESULT OF CHANGES IN THE COMPANYS ASSETS AND SOURCES OF INCOME, THE COMPANY COULD
BECOME AN INVESTMENT COMPANY FOR PURPOSES OF THE UNITED STATES INVESTMENT COMPANY ACT OF 1940
  CHANGES IN COMPOSITION OF THE COMPANYS ASSETS COULD RESULT IN THE COMPANY BEING DEEMED A
PASSIVE FOREIGN INVESTMENT COMPANY WHICH COULD HAVE A NEGATIVE IMPACT ON U.S. HOLDERS
    CHANGES IN ACCOUNTING STANDARDS AND TAXATION REQUIREMENTS COULD AFFECT OUR FINANCIAL RESULTS




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FAILURE OF INFORMATION TECHNOLOGY COULD CAUSE NEGATIVE IMPACT ON OUR OPERATIONS
  OUR OPERATIONS, ASSETS AND STAFF CAN BE EXPOSED TO RISKS RELATED TO EVENTS OF EXCEPTIONAL
NATURE
  OUR INSURANCE COVERAGE MAY NOT BE SUFFICIENT TO COVER THE RISKS RELATED TO OUR FINANCIAL AND
LOSSES
  FAILURE TO ESTABLISH AND MAINTAIN EFFECTIVE INTERNAL CONTROLS OVER FINANCIAL REPORTING COULD
HAVE A MATERIAL AND ADVERSE EFFECT ON THE ACCURACY IN REPORTING OUR FINANCIAL RESULTS OR
PREVENTING FRAUD




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THE FINANCIAL COSTS AND ADMINISTRATIVE BURDENS OF IMPLEMENTING THE SARBANES-OXLEY ACT OF 2002
COULD MATERIALLY AND ADVERSELY AFFECT OUR FINANCIAL RESULTS AND FINANCIAL CONDITION
  Risks for Doing Business in China
 ANTI-DUMPING DUTIES COULD HARMED OUR RESULTS IF THE COMPANY IS EXPOSED TO LITIGATION
LIABILITY
  THE COMPANYS BUSINESS FOCUS ON THE GREATER CHINA REGION SUBJECTS THE COMPANY AND ITS
BUSINESS TO THE POLITICAL, ECONOMIC AND OTHER DEVELOPMENTS IN THE REGION




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RESTRICTIONS ON FOREIGN CURRENCY EXCHANGE MAY LIMIT OUR ABILITY TO RECEIVE AND USE OUR
RESOURCES EFFECTIVELY
  FLUCTUATIONS IN THE VALUE OF THE RENMINBI COULD NEGATIVELY IMPACT OUR RESULTS OF OPERATIONS




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NATURAL DISASTERS IN THE GREATER CHINA REGION COULD CAUSE SIGNIFICANT DAMAGE TO THE COMPANYS
BUSINESS AND FINANCIAL RESULTS
  OUR RESULTS COULD BE HARMED IF WE HAVE TO COMPLY WITH NEW ENVIRONMENTAL REGULATIONS
  LEGAL SYSTEM DIFFERENCES BETWEEN THE GREATER CHINA REGION AND THE UNITED STATES OF AMERICA
COULD IMPACT INVESTORS




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Risks Related to Our Capital Stock
 LIMITED LIQUIDITY IN THE COMPANYS SECURITIES MAY MAKE IT DIFFICULT TO SELL SHARES
  POSSIBLE VOLATILITY OF SHARE PRICES WORLDWIDE MAY HAVE SIGNIFICANT EFFECTS ON THE COMPANYS
SHARE PRICE




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ITEM 5. Operating and Financial Review and Prospects
  A. OPERATING RESULTS
 Overview
  Critical Accounting Policies
  Accounting Estimates




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Income Taxes
  Derivatives Embedded in Certain Debt Securities
  Results of Operations: Fiscal year ended December 31, 2008 compared with fiscal year ended
December 31, 2007
 The Company
      Tire Business




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Results of Operations: Fiscal year ended December 31, 2007 compared with fiscal year ended
December 31, 2006
 The Company
     Tire Business
  Travel Business
  Impact of Inflation
  Impact of Tax Regulations




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B. LIQUIDITY AND CAPITAL RESOURCES
         C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES




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D TREND INFORMATION
  E. OFF-BALANCE SHEET ARRANGEMENTS
  F. CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
  Payments due by periodLess than 1 year
    
    
    1-3 years
    
    
    More than 3 yearsContractual Obligation
    
    Rmb000
    
    
    Rmb000
    
    
    Rmb000Purchase Obligation
    
    
    75,000
    
    
    
    
    
    
    
    




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ITEM 15. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Managements Annual Report on Internal Control over Financial Reporting
  1.
    
    Pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the Company;2.
    
    Provide reasonable assurance that transactions are recorded as necessary to permit
the preparation of financial statements in accordance with the generally accepted
accounting principles;3.
    
    Provide reasonable assurance that receipts and expenditures are being made only in
accordance with the authorizations of management and directors of the Company; and4.
    
    Provide reasonable assurance that unauthorized acquisition, use or disposition of
Company assets that could have a material effect on our financial statements would be
prevented or detected in a timely manner.




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ITEM 19. EXHIBITS
  ExhibitNumber
    
    Description1
    
    
    Memorandum and Articles of Association (incorporated by reference
to Exhibit 1 to the Companys Form 20-F for the fiscal year ended
December 31, 2001, Document Control Number: 02048962)4
    (a)1
    
    Contract dated June 16, 2004 between Shanghai Jiu Sheng Investment
Company Limited and the Company for the acquisition of the
Properties (incorporated by reference to Exhibit 4(a)2 to the
Companys Form 20-F for the fiscal year ended December 31, 2005)4
    (a)2
    
    Contract dated March 23, 2006 entered into between the Company and
Wing On in relation to the subscription by the Company of the
HK$300 million 2% convertible exchangeable notes due 2011 of Wing
On which entitle the holders thereof to convert the outstanding
principal into Wing On shares at the initial conversion price of
HK$0.79 per share of Wing On (incorporated by reference to Exhibit
4(a)6 to the Companys Form 20-F for the fiscal year ended
December 31, 2005)4
    (a)3
    
    Agreement dated December 5, 2007 entered into between the Company
and Martin Pacific Limited for the sale and purchase of the entire
issued share capital of Manwide Holdings Limited (incorporated by
reference to Exhibit 10(a)1 to the Companys Form 20-F for the
fiscal year ended December 31, 2006)4
    (a)4
    
    Agreement dated March 25, 2008 entered into between the Company
and Hanny Magnetics (B.V.I.) Limited for the sale and purchase of
the entire issued share capital of Cosmos Regent Limited, Cyber
Generation Limited and Whole Good Limited (incorporated by
reference to Exhibit 10(a)2 to the Companys Form 20-F for the
fiscal year ended December 31, 2006)8
    
    
    Subsidiaries of the Company12
    (1)
    
    Certification of the CEO of the Company pursuant to Rule 13a-14(a)
of the Securities Exchange Act of 1934, as amended12
    (2)
    
    Certification of the CFO of the Company pursuant to Rule 13a-14(a)
of the Securities Exchange Act of 1934, as amended13
    (1)
    
    Certification of the CEO of the Company pursuant to Section 906 of
the Sarbanes-Oxley Act of 200213
    (2)
    
    Certification of the CFO of the Company pursuant to Section 906 of
the Sarbanes-Oxley Act of 200214
    (1)
    
    Code of Ethics for Chief Executive and Senior Financial Officers




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SIGNATURES
  China Enterprises Limited
(Registrant)/s/ Chow Chun Man, JimmyCHOW CHUN MAN, JIMMYChief Financial Officer




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EXIHIBITS INDEX
 ExhibitNumber
    
    Description1
    
    
    Memorandum and Articles of Association (incorporated by reference
to Exhibit 1 to the Companys Form 20-F for the fiscal year ended
December 31, 2001, Document Control Number: 02048962)4
    (a)1
    
    Contract dated June 16, 2004 between Shanghai Jiu Sheng Investment
Company Limited and the Company for the acquisition of the
Properties (incorporated by reference to Exhibit 4(a)2 to the
Companys Form 20-F for the fiscal year ended December 31, 2005)4
    (a)2
    
    Contract dated March 23, 2006 entered into between the Company and
Wing On in relation to the subscription by the Company of the
HK$300 million 2% convertible exchangeable notes due 2011 of Wing
On which entitle the holders thereof to convert the outstanding
principal into Wing On shares at the initial conversion price of
HK$0.79 per share of Wing On (incorporated by reference to Exhibit
4(a)6 to the Companys Form 20-F for the fiscal year ended
December 31, 2005)4
    (a)3
    
    Agreement dated December 5, 2007 entered into between the Company
and Martin Pacific Limited for the sale and purchase of the entire
issued share capital of Manwide Holdings Limited (incorporated by
reference to Exhibit 10(a)1 to the Companys Form 20-F for the
fiscal year ended December 31, 2006)4
    (a)4
    
    Agreement dated March 25, 2008 entered into between the Company
and Hanny Magnetics (B.V.I.) Limited for the sale and purchase of
the entire issued share capital of Cosmos Regent Limited, Cyber
Generation Limited and Whole Good Limited (incorporated by
reference to Exhibit 10(a)2 to the Companys Form 20-F for the
fiscal year ended December 31, 2006)8
    
    
    Subsidiaries of the Company12
    (1)
    
    Certification of the CEO of the Company pursuant to Rule 13a-14(a)
of the Securities Exchange Act of 1934, as amended.12
    (2)
    
    Certification of the CFO of the Company pursuant to Rule 13a-14(a)
of the Securities Exchange Act of 1934, as amended.13
    (1)
    
    Certification of the CEO of the Company pursuant to Section 906 of
the Sarbanes-Oxley Act of 200213
    (2)
    
    Certification of the CFO of the Company pursuant to Section 906 of
the Sarbanes-Oxley Act of 200214
    (1)
    
    Code of Ethics for Chief Executive and Senior Financial Officers