<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION 
                             WASHINGTON, DC 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

     Commission file number 000-28358
                            ____________________

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITY EXCHANGE
     ACT OF 1934

     For the transition period from _____________ to ______________



                        CHINA CONTAINER HOLDINGS LIMITED
             (Exact Name of Registrant as Specified in Its Charter)

            NEVADA                                    11-2243727
(State or Other Jurisdiction              (IRS Employer Identification No.)
of Incorporation or Organization)

61, EAST GARDEN ROAD, YANGZHOU, JIANGSU, CHINA 225003
(Address of principal executive offices)

Registrant's Telephone Number, Including area code, (212) 629-7378

 
          Indicate by check mark whether the registrant:  (1) has filed all
reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or 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 ________  No _________

          Indicate the number of shares outstanding of each of the issue's class
of common stock, as of the latest practical date.

          Common stock $0.001 par value; 25,000,273 shares outstanding at June
30, 1996.
<PAGE>
 
PART I.  FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS


               CHINA CONTAINER HOLDINGS LIMITED AND SUBSIDIARIES

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

<TABLE>
<CAPTION>
 
                                                   Three months ended June 30                  Six months ended June 30
                                                           (Unaudited)                               (Unaudited)
                                             ---------------------------------------  ------------------------------------------
 
                                                    1997                 1996                 1997                  1996
                                                     US$                 US$                  US$                   US$
<S>                                          <C>                  <C>                 <C>                   <C>
 
NET SALES                                                38,481              42,124                68,121                66,317
COST OF SALES                                          ( 34,142)           ( 35,774)             ( 61,400)             ( 55,529)
SELLING AND ADMINISTRATIVE EXPENSES                    (  1,540)           (    930)             (  2,379)             (  2,151)
FINANCIAL EXPENSES, NET                                (  1,959)           (    858)             (  4,724)             (  1,332)
OTHER INCOME/(EXPENSES), NET                                 14                  (5)                   37                    11
                                                       --------            --------              --------              --------
INCOME/(LOSS) BEFORE INCOME TAXES                           854               4,557                  (345)                7,316
INCOME TAXES                                                 (0)               (315)                   (0)                 (561)
                                                       --------            --------              --------              --------
                                                            854               4,242                  (345)                6,755
SHARE OF NET INCOME/(LOSSES) OF ASSOCIATED                  (68)                 43                  (163)             (     15)
 COMPANIES                                             --------            --------              --------              --------
 
INCOME BEFORE MINORITY INTERESTS                            786               4,285                  (508)                6,740
MINORITY INTERESTS                                          (92)             (1,600)                  295                (2,367)
                                                       --------            --------              --------              --------
NET INCOME/(LOSS)                                           694               2,685                  (213)                4,373
                                                       ========            ========              ========              ========
NET INCOME/(LOSS) PER COMMON SHARE                         0.03                0.11                 (0.01)                 0.17
                                                       ========            ========              ========              ========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES                 25,000              25,000                25,000                25,000
 OUTSTANDING                                           ========            ========              ========              ========
</TABLE>

Unaudited condensed consolidated financial statements.

<PAGE>
 
               CHINA CONTAINER HOLDINGS LIMITED AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                   AS OF JUNE 30, 1997 AND DECEMBER 31, 1996
                             (Amounts in thousands)


<TABLE>
<CAPTION>
 
                                                                      June 30         
                                                                    (unaudited)       December 31
                                                                      (Note 1)         (audited)
                                                      Note        ----------------  ---------------
                                                                        1997             1996
                                                                        US$               US$
<S>                                                 <C>           <C>               <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents                                                   1,104            2,873
Accounts receivable                                                        39,875            6,188
Deposits and other receivables                                              3,666            7,544
Inventories                                             3                  22,606           41,804
Amount due from associated companies                                        1,327              908
Amount due from related companies                                          43,112            6,181
                                                                          -------          -------
TOTAL CURRENT ASSETS                                                      111,690           65,498
INTANGIBLE ASSETS                                                           3,203            2,864
FIXED ASSETS                                                               24,488           23,137
CONSTRUCTION IN PROGRESS                                                      131              747
INTERESTS IN ASSOCIATED COMPANIES                                           2,761            2,009
AMOUNTS DUE FROM RELATED COMPANIES                                          4,233           15,783
OTHER ASSETS                                                                  874            1,317
                                                                          -------          -------
TOTAL ASSETS                                                              147,380          111,355
                                                                          =======          =======
==================================================================================================
</TABLE>


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

<PAGE>
 
               CHINA CONTAINER HOLDINGS LIMITED AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                   AS OF JUNE 30, 1997 AND DECEMBER 31, 1996
                             (Amounts in thousands)


<TABLE>
<CAPTION>
 
                                                                          June 30         December 31
                                                                        (Unaudited)       (Audited)
                                                                          (Note 1)         
                                                                      ----------------  ---------------
                                                                            1997             1996
                                                                            US$               US$
<S>                                                                   <C>               <C>
 
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Bank loans and overdrafts                                                      97,895           80,758
Accounts payable                                                               13,727           14,428
Accrued liabilities and other payables                                         16,553            4,735
Income taxes payable                                                            1,566                -
Amount due to related companies                                                 6,474              191
Amount due to associated companies                                                999              320
                                                                              -------          -------
 
TOTAL CURRENT LIABILITIES                                                     137,214          100,432
MINORITY INTERESTS                                                              4,422            3,893
                                                                              -------          -------
 
TOTAL LIABILITIES                                                             141,636          104,325
                                                                              -------          -------

SHAREHOLDERS' EQUITY
Paid-up capital - shares of 100,000,000 common                                     25               25
   stock of US$0.001 each and 5,000,000 preferred stock
    of US$0.01 each authorized; shares 25,000,273
    common stock of US$0.001 each outstanding
Additional paid-in capital                                                      4,683            4,683
Reserves                                                                        7,603            7,603
Accumulated losses                                                             (6,567)          (5,217)
Currency translation adjustments                                              (     0)         (    64)
                                                                              -------          -------
 
TOTAL SHAREHOLDERS' EQUITY                                                      5,744            7,030
                                                                              -------          -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                    147,380          111,355
                                                                                               =======

</TABLE>

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

<PAGE>
 
               CHINA CONTAINER HOLDINGS LIMITED AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

                FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996

                             (Amounts in thousands)

<TABLE>
<CAPTION>
 
                                                                            Six month ended
                                                                                June 30
                                                                              (unaudited)
                                                                       --------------------------
                                                                           1997          1996
                                                                           US$           US$
<S>                                                                    <C>           <C>
 
                                                                           (15,789)      (20,665)
Net cash used in operating activities
 
CASH FLOWS USED IN INVESTING ACTIVITIES
Increase in construction in progress                                             -       ( 7,225)
Purchases of fixed assets                                                   (3,117)       (1,206)
                                                                          --------       -------
Net cash used in investing activities                                       (3,117)       (8,431)
                                                                            
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
Repayments of bank loans and overdrafts                                   ( 16,715)            -
Proceeds from bank loans and overdrafts                                     33,852        22,656
                                                                          --------       -------
Net cash provided by financing activities                                   17,137        22,656
                                                                          --------       -------
NET DECREASE IN CASH AND CASH EQUIVALENTS                                   (1,769)      ( 6,440)
Cash and cash equivalents, at beginning of period                            2,873         7,431
                                                                          --------       -------
Cash and cash equivalents, at end of period                                  1,104           991
                                                                          ========       =======

</TABLE>

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

<PAGE>
 
               CHINA CONTAINER HOLDINGS LIMITED 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 instruction 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 three and six month periods ended June 30, 1997 are not
     necessarily indicative of the results that may be expected for the year
     ended 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 audited
     financial statement for the year ended December 31, 1996.

     The balance sheet at December 31, 1996 has been derived from the audited
     financial statements at that date but does not include all of the
     information and footnotes required by generally accepted accounting
     principles for complete financial statements.


<PAGE>
 
               CHINA CONTAINER HOLDINGS LIMITED AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                             (Amounts in thousands)


2.   INCOME TAX

     A reconciliation of the effective income tax rates (excluding the
     reorganization expenses) with the statutory income tax in the PRC is as
     follows:

<TABLE>
<CAPTION>
                                   Three months ended                             Six months ended
                                        June 30                                       June 30
                                      (unaudited)                                   (unaudited)
                              ----------------------------                   --------------------------
                                 1997               1996                       1997              1996
<S>                             <C>                <C>                        <C>               <C>
Statutory PRC tax rate           24.0%              24.0%                      24.0%             24.0%
Tax holiday                     (23.9%)            (17.0%)                    (24.0%)           (16.3%)
                                 -----              -----                      -----             -----
Other items                      (0.1%)             (0.1%)                         0%            (0.0%)
                                    0%               6.9%                          0%             7.7%
                                 =====              =====                      =====             =====
</TABLE> 

3.   INVENTORIES
 
     Inventories comprise:

<TABLE> 
<CAPTION>  
                                               June 30           December 31       
                                             (unaudited)          (audited)       
                                             ---------             ---------       
                                                  1997                 1996        
                                                   US$                  US$        
                                             ---------             ---------                                                
<S>                                          <C>                 <C>               
                                               11,147                20,801
Raw materials                                  
Work in Progress                               11,459                 4,283
                                               ------                
Finished goods                                 22,606                41,981 
                                               ------                ------
Less: Provision for inventories                                        (177) 
                                               ------                ------                      
                                               22,606                41,804 
</TABLE>                                       ======                ======  
                                               
                                                                     
<PAGE>
 
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
     RESULTS OF OPERATIONS

 
OVERVIEW

     The Company is a Nevada corporation whose principal activity is the
management of the business of its indirectly held operating subsidiaries, which
manufacture international standard commercial freight containers in the People's
Republic of China.

     The statements in this section relate to the operations and conditions of
the Company and its consolidated subsidiaries.


RESULTS OF OPERATIONS

Second Quarter of 1997 Compared With Second Quarter of 1996

     1.      Sales decreased by 8.6% from US$42.1 million in the three
months ended June 30, 1996 to US$38.5 million in the three months ended June 30,
1997, and sales quantity decreased by 0.6% from 14,508 TEU in 1996 to 14,423 TEU
in 1997, reflecting a decrease in the average sales price per unit equal to 15%
for dry boxes and 22% for refrigerated containers.

     2. The gross profit margin decreased from 15.2% on net sales in the second
quarter of 1996 to 11.4% in the second quarter of 1997 primarily because the
average sales price per unit decreased 15% for dry boxes and 22% for
refrigerated containers.

     3.  Selling and administrative expenses increased by 66% from US$900,000 in
the second quarter of 1996 to US$1.5 million in the second quarter of 1997
primarily because of an increase in the cost delivering containers to the 
Company's customers in the second quarter.

     4.  Financial expenses increased by 122.2% from US$900,000 in the second
quarter of 1996 to US$2.0 million in the second quarter of 1997, due to (i) the
recharacterization of certain construction in progress (relating to the
Company's Tongsheng subsidiary) as a fixed asset, causing the interest on the
loan balance relating thereto to be recognized as an expense in 1997, (ii) an
increase in average interest rates of approximately 0.5%, and (iii) a 21.2%
increase in loan balances from US$80.8 million as at December 31, 1996 to
US$97.9 million as at June 30, 1997.  The increase in the loan balances was
mainly due to an increase in the Company's working capital requirements as a
result of filling a large order from the PRC Railway Ministry, based on eight
year payment terms.


Six Months Ended June 30, 1997 Compared With Six Months Ended June 30, 1996

     1.  Sales increased by 2.7% from US$66.3 million in the six months
ended June 30, 1996 to US$68.1 million in the six months ended June 30, 1997,
and sales quantity increased by 10% from 22,891 TEU in 1996 to 25,183 TEU in
1997, reflecting an increase in orders and capacity together with the decrease
in the average sales price per unit.

<PAGE>
 
     2. The gross profit margin decreased from 16.3% on net sales in 1996 to
9.8% in 1997 primarily because the average sales price per unit decreased, 15%
for dry boxes and 22% for reefers.

     3.  Selling and administrative expenses increased by 9.1% from US$2.2
million in 1996 to US$2.4 million in 1997 primarily because of the 10% increase
in the number of TEU sold in during this period.

     4.  Financial expenses increased by 261.5% from US$1.3 million in 1996 to
US$4.7 million in 1997, due to (i) the recharacterization of certain
construction in progress (relating to the Company's Tongsheng subsidiary) as a
fixed asset, causing the interest on the loan balance relating thereto to be
recognized as an expense in 1997, (ii) an increase in average interest rates of
approximately 0.5%, and (iii) a 21.2% increase in loan balances from US$80.8
million as at December 31, 1996 to US$97.9 million as at June 30, 1997.  The
increase in the loan balances was mainly due to an increase in the Company's
working capital requirements as a result of filling a large order from the PRC
Railway Ministry, based on eight year payment terms.


FINANCIAL CONDITION

     1.  Accounts Receivable increased by 543.5% from US$6.2 million as at
December 31, 1996 to US$39.9 million as at June 30, 1997, primarily due to the
recognition in the first quarter of 1997 of the sales of certain containers to
the PRC Railway Ministry which had previously been classified as Inventories,
which decreased by 45.9% from US$41.8 million as at December 31, 1996 to US$22.6
million as at June 30, 1997.

     2.  Accrued Liabilities and other payables increased by 253.2% from US$4.7
million as at December 31, 1996 to US$16.6 million as at June 30, 1997,
primarily due to (i) the lengthening of the average payment terms to certain
creditors, and (ii) provision for the payment of certain non-salary employee
benefits.

     3.  Cash and cash equivalents decreased by 62.1% from US$2.9 million as at
December 31, 1996 to US$1.1 million as at March 31, 1997, primarily due to
payments to suppliers ?


<PAGE>
 
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS
 

PART II.  OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS
 
          None.


ITEM 2.   CHANGES IN SECURITIES

          None.


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)  Exhibits
 
               3(i) Articles of Incorporation of Registrant, filed August 8,
          1995 and Articles of Amendment thereto filed April 16, 1986 and May
          15, 1995, incorporated by reference to the Registrant's Form 10 and
          Amendment No. 1 thereto.
 
               3(ii)  By-laws of Registrant, incorporated by reference to the
          Registrant's Form 10 and Amendment No. 1 thereto.
 
               27   Financial Data Schedule


          (b)  Reports on Form 8-K

               None.

<PAGE>
 
                                   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 CONTAINER HOLDINGS LIMITED



Date: November 7, 1997           By: /s/ Ma Tieyi
                                      Ma Tieyi
                                      Secretary and Treasurer

                      
<PAGE>
 
                        CHINA CONTAINER HOLDINGS LIMITED

                                 EXHIBIT INDEX
 
 
EXHIBIT NO.                         DESCRIPTION                 PAGE NO. 
-----------                         -----------                 -------- 
                                                                         
  3(i)               Articles of Incorporation of Registrant,            
                     filed August 8, 1995 and Articles of                
                     Amendment thereto filed April 16, 1986              
                     and May 15, 1995, incorporated by                   
                     reference to the Registrant's Form 10               
                     and Amendment No. 1 thereto.                        
  3(ii)              By-laws of Registrant, incorporated by              
                     reference to the Registrant's Form 10               
                     and Amendment No. 1 thereto.                        

  27                 Financial Data Schedule