<PAGE>
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

   
                                 FORM 10-Q/A
                       (Amendment No. 1 to 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 September 30, 1997

      Commission file number   00028358
                               --------

/ /   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 of               (IRS Employer Identification No.)
  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 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 issue's class
of common stock, as of the latest practical date.

         Common stock $0.001 par value; 25,000,273 shares outstanding at
September 30, 1997.

<PAGE>

PART 1.  FINANCIAL INFORMATION

Item 1. Financial Statements

              CHINA CONTAINER HOLDINGS LIMITED AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF INCOME

    FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997
              (Amounts in thousands, except for per share data)

<TABLE>
<CAPTION>
                                                               Three Months ended           Nine Months ended
                                                                  September 30                 September 30
                                                                  (Unaudited)                  (Unaudited)
                                                               ------------------           -----------------
                                                               1997         1996              1997          1996
                                                               ----         ----              ----          ----
<S>                                                          <C>           <C>              <C>           <C>
NET SALES                                                     25,219        6,483            93,340        72,800
COST OF SALES                                                (25,916)      (8,499)          (87,316)      (64,028)
SELLING AND ADMINISTRATIVE EXPENSES                           (1,118)        (761)           (3,497)       (2,912)
FINANCIAL EXPENSES, NET                                       (1,473)        (510)           (6,197)       (1,842)
OTHER INCOME, NET                                                210           47               247            58
                                                             -------       ------           -------       -------
INCOME BEFORE INCOME TAXES                                    (3,078)      (3,240)           (3,423)        4,076
INCOME TAXES                                                      --            2                --          (559)
                                                             -------       ------           -------       -------
                                                              (3,078)      (3,238)           (3,423)        3,517
SHARE OF NET INCOME/(LOSSES)
    OF ASSOCIATED COMPANIES                                        6           33              (157)           18
                                                             -------       ------           -------       -------
INCOME/(LOSS) BEFORE
    MINORITY INTERESTS                                        (3,072)      (3,205)           (3,580)        3,535
MINORITY INTERESTS                                               566         (332)              861        (2,699)
                                                             -------       ------           -------       -------
NET INCOME/(LOSS)                                             (2,506)      (3,537)           (2,719)          836
                                                             =======       ======           =======       =======

NET INCOME/(LOSS) PER SHARE                                    (0.10)       (0.14)            (0.11)         0.03
                                                             =======       ======           =======       =======
WEIGHTED AVERAGE
    NUMBER OF COMMON
    SHARES OUTSTANDING                                        25,000       25,000            25,000        25,000
                                                             =======       ======           =======       =======
</TABLE>

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

                                      2

<PAGE>
              CHINA CONTAINER HOLDINGS LIMITED AND SUBSIDIARIES

                    CONDENSED CONSOLIDATED BALANCE SHEETS

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

   
<TABLE>
<CAPTION>
                                          Note     September 30     December 31
                                                    (unaudited)       (audited)
                                                   ------------     -----------
                                                           1997            1996
                                                            US$             US$
<S>                                       <C>      <C>              <C> 

ASSETS

CURRENT ASSETS
Cash and Cash equivalents                                 6,949           2,873
Accounts receivable                                      23,947           6,188
Deposits and other receivables                            8,727           7,544
Inventories                                3             21,526          41,804
Amount due from associated companies                      1,552             908
Amount due from related companies                        11,911           6,181
                                                        -------         -------

TOTAL CURRENT ASSET                                      74,612          65,498

INTANGIBLE ASSETS                                         2,299           2,864

FIXED ASSETS                                             24,312          23,137

CONSTRUCTION IN PROGRESS                                    713             747

INTERESTS IN ASSOCIATED COMPANIES                         2,830           2,009

AMOUNTS DUE FROM RELATED COMPANIES                       37,445          15,783

OTHER ASSETS                                                606           1,317
                                                        -------         -------
TOTAL                                                   142,817         111,355
                                                        =======         =======
</TABLE>
    
 The accompanying notes are an integral part of these condensed consolidated
                            financial statements.

                                      3

<PAGE>
              CHINA CONTAINER HOLDINGS LIMITED AND SUBSIDIARIES

                    CONDENSED CONSOLIDATED BALANCE SHEETS

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

                                           September 30, 1997  December 31, 1996
                                               (unaudited)         (audited)
                                           ------------------  -----------------

LIABILITIES AND SHAREHOLDERS'
EQUITY CURRENT LIABILITIES
  Bank loans and overdrafts                      100,033             80,758
  Accounts payable                                17,418             14,428
  Accrued liabilities and other payables          11,048              4,735
  Income taxes payable                             1,130                -
  Amount due to associated companies               1,196                320
  Amount due to related companies                  4,216                191
                                                 -------            -------
TOTAL CURRENT LIABILITIES                        135,041            100,432

MINORITY INTERESTS                                 3,401              3,893
                                                 -------            -------

                                                 138,442            104,325
SHAREHOLDERS' EQUITY                      
  Share capital                                       25                 25
  Additional paid-in capital                       4,683              4,683
  Reserves                                         7,603              7,603
  Accumulated losses                              (7,936)            (5,217)
  Currency translation adjustments                    -                 (64)
                                                 -------            -------
TOTAL SHAREHOLDERS' EQUITY                         4,375              7,030
                                                 -------            -------
TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY                           142,817            111,355
                                                 =======            =======

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

                                  4

<PAGE>

              CHINA CONTAINER HOLDINGS LIMITED AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997
                            (Amounts in thousands)

                                                      Nine months ended
                                                         September 30
                                                          (unaudited)
                                                   1997                1996
                                                    US$                 US$
                                                   ----                ----
Net cash used in operating activities            (11,682)            (24,210)
CASH FLOWS USED IN INVESTING ACTIVITIES
Increase in fixed assets                          (3,517)             (1,286)
Increase in construction in progress                  -               (7,956)
                                                 -------             -------
Net cash used in investing activities             (3,517)             (9,242)

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES        
Repayment of bank loans and overdrafts           (15,658)                -
Proceeds from bank loans and overdrafts           34,933              30,245
                                                 -------             -------
Net cash provided by financing activities         19,275              30,245
                                                 -------             -------
NET INCREASE/(DECREASE) IN CASH AND
  CASH EQUIVALENTS                                 4,076              (3,207)
Cash and cash equivalents, at beginning 
  of period                                        2,873               7,431
                                                 -------             -------
Cash and cash equivalents, at end of period        6,949               4,224
                                                 =======             =======

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

                                  5

<PAGE>

              CHINA CONTAINER HOLDINGS LIMITED AND SUBSIDIARIES

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)

                            (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 nine month periods ended
         September 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 statements 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.

2.       INCOME TAX

         A reconciliation of the effective income tax rates with the statutory
         income tax rate in the PRC is as follows:

                                         Three months ended    Nine months ended
                                            September 30          September 30
                                             (unaudited)           (unaudited)

                                           1997     1996         1997     1996
                                           ----     ----         ----     ----

          Statutory PRC tax rate          (24.0%)  (24.0%)     (24.0%)   24.0%
          Tax holiday...............         15%     3.7%         15%     (15%)
          Other Items...............          9%    20.3%          9%     4.7%
                                          ------   ------      ------    -----
                                              0%       0%          0%    13.7%
                                          ======   ======      ======    =====

                                  6

<PAGE>

3.       INVENTORIES

         Inventories comprise:
                                                        1997           1996
                                                   September       December
                                                 (unaudited)      (audited)
                                                 -----------      ---------

                                                        1997           1996
                                                         US$            US$

          Raw materials                                9,361         20,801

          Work in progress                             1,612          4,283

          Finished goods                              10,553         16,897
                                                      ------         ------

                                                      21,526         41,981

          Less: provision for inventories                 -            (177)
                                                      ------         ------
                                                      21,526         41,804
                                                      ======         ======

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

Third Quarter of 1997 Compared With Third Quarter of 1996

                  1. Sales increased by 287.7% from US$6.5 million in the three
months ended September 30, 1996 to US$25.2 million in the three months ended
September 30, 1997, and sales quantity increased by 465.2% from 2,257 TEU in
1996 to 12,756 TEU in 1997. This was primarily due to the temporary shutdown for
modernization of the main production facilities at the Company's TY Container
subsidiary during the third quarter of 1996 and startup problems at the
Company's Tongsheng subsidiary, which made no contribution to the sales in the
third quarter of 1996.

                  2. The gross profit margin increased from negative 30.8% on
net sales in the third quarter of 1996 to negative 2.8% in the third quarter of
1997 primarily because the higher sales quantity lowered the fixed cost per
unit, which increased gross profit margin.

                  3. Selling and administrative expenses increased by 37.5% from
US$800,000 in the third quarter of 1996 to US$l.l million in the third quarter
of 1997, reflecting the increase in sales and sales quantity.

                  4. Financial expenses increased by 200% from US$500,000 in the
third quarter of 1996 to US$1.5 million in the third quarter of 1997, primarily
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 

                                  7
<PAGE>

(iii) a 27.6% increase in loan balances from US$78.4 million as at September 30,
1996 to US$100.0 million as at September 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 Chinese Railway
Ministry, based on eight year payment terms.

Nine Months Ended September 30, 1997 Compared With Nine Months Ended September
30, 1996

                  1. Sales increased by 28.2% from US$72.8 million in the nine
months ended September 30, 1996 to US$93.3 million in the nine months ended
September 30, 1997, and sales quantity increased by 60.9% from 25,148 TEU in
1996 to 40,468 TEU in 1997. This was primarily because of the temporary shutdown
for modernization of the main production facilities at the Company's TY
Container subsidiary during the third quarter of 1996 and startup problems at
the Company's Tongsheng subsidiary during the same period.

                  2. The gross profit margin decreased from l2.0% on net sales
in l996 to 6.5% in 1997 primarily because of a decrease in the unit sales price
of containers.

FINANCIAL CONDITION

   
                  1. Accounts Receivable increased by 285.5% from US$6.2 million
as at December 31, 1996 to US$23.9 million as at September 30, 1997, 
primarily due to orders placed by two new customers with containers being
delivered before September 30, 1997 using the 60 day letter of credit terms.
    

                  2. Accounts Payable increased by 20.8% from US$14.4 million as
at December 31, 1996 to US$17.4 million as at September 30, 1997, primarily as a
result of increased production.

                  3. Accrued Liabilities and other payables increased by 136.2%
from US$4.7 million as at December 31, 1996 to US$11.1 million as at September
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.

                  4. Cash and cash equivalents increased by 137.9% from US$2.9
million as at December 31, 1996 to US$6.9 million as at September 30, 1997,
primarily due to the receipt of certain loan proceeds at the end of the third
quarter of 1997.

                                     8

       


<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: January 23,1998                     By:   /s/  Ma Tieyi
                                                -----------------------------
                                                Name:  Ma Tieyi
                                                Title: Secretary and Treasurer


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