SEC Info - Great China Industries Ltd - ‘SC 13D’ on 9/25/98 re: China Pacific Inc

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Great China Industries Ltd – ‘SC 13D’ on 9/25/98 re: China Pacific Inc

As of: Friday, 9/25/98 · Accession #: 950149-98-1596 · File #: 5-54621

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/25/98  Great China Industries Ltd        SC 13D                 2:49K  China Pacific Inc                 Bowne - San Francisco/FA

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             10     30K 
 2: EX-7        Common Stock Purchase Agreement                       17     42K

SC 13D — General Statement of Beneficial Ownership
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Identity and Background Interest in Securities of Issuer Material to Be Filed as Exhibits Purpose of Transaction Security and Issuer Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
4	Item 1. Security and Issuer
"	Item 2. Identity and Background
5	Item 3. Source and Amount of Funds or Other Consideration
6	Item 4. Purpose of Transaction
"	Item 5. Interest in Securities of Issuer
"	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
7	Item 7. Material to Be Filed as Exhibits

SC 13D 1st Page of 10 TOC ↑Top Previous Next ↓Bottom Just 1st
 

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934*

 China Pacific, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, par value $0.001
--------------------------------------------------------------------------------
(Title of Class of Securities)

 169404209
--------------------------------------------------------------------------------
(CUSIP Number)

China Pacific, Inc., Chengdu Iron and Steel Plant Office Building, Qingbaijiang 
District, Chengdu, Sichuan Province, China, Post Code 610303                    
--------------------------------------------------------------------------------
86-28-330-6590

with a copy to

Matthew A. Anderson, Esq., Heller Ehrman White & McAuliffe, 333 Bush Street, San
Francisco, California 94104                                                     
Telephone: (415) 772-6088 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and 
Communications)                                                                 

September 14, 1998
--------------------------------------------------------------------------------
 (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition which is the subject of this Schedule 13D, and is filing this   
schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the       
following box [ ].                                                              

--------                                                                        
      * The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of       
securities, and for any subsequent amendment containing information which would 
alter disclosures provided in a prior cover page.                               

          The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of  
the Act but shall be subject to all other provisions of the Act (however, see   
the Notes).                                                                     

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SCHEDULE 13D

CUSIP No.     169404209                                       PAGE 2 OF 10 PAGES

--------------------------------------------------------------------------------
1  NAME OF REPORTING PERSON                                               
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                   
Great China Industries Limited                
None                                          
--------------------------------------------------------------------------------
2  CHECK THE APPROPRIATE BOX, IF A MEMBER OF A GROUP*                     
                                                                     (a) [ ]
                                                                     (b) [ ]
--------------------------------------------------------------------------------
3  SEC USE ONLY                                                           

--------------------------------------------------------------------------------
4  SOURCE OF FUNDS*                                                       
00- Loan from Chengdu Row International Limited                     
--------------------------------------------------------------------------------
5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT      
     TO ITEMS 2(d) or 2(e)                                                 [ ]
--------------------------------------------------------------------------------
6  CITIZENSHIP OR PLACE OF ORGANIZATION                                   
British Virgin Islands                                              
--------------------------------------------------------------------------------
7   SOLE VOTING POWER               
3,271,429                   
     NUMBER OF        ----------------------------------------------------------
SHARES         8   SHARED VOTING POWER                            
BENEFICIALLY          None                                              
      OWNED BY        ----------------------------------------------------------
EACH          9   SOLE DISPOSITIVE POWER                        
REPORTING            3,271,429                                        
       PERSON         ----------------------------------------------------------
WITH          10  SHARED DISPOSITIVE POWER                      
None                        
--------------------------------------------------------------------------------
11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON            
3,271,429                                                           
--------------------------------------------------------------------------------
  12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

--------------------------------------------------------------------------------
13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                      
36.19                                                               
--------------------------------------------------------------------------------
14  TYPE OF REPORTING PERSON*                                               
Corporation                                                         
--------------------------------------------------------------------------------

*SEE INSTRUCTIONS BEFORE FILLING OUT! 
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS), OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 

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SCHEDULE 13D

CUSIP No.     169404209                                       PAGE 3 OF 10 PAGES

--------------------------------------------------------------------------------
1  NAME OF REPORTING PERSON                                               
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                   
Thomas Tong Long Tin                                                
None                                                                
--------------------------------------------------------------------------------
2  CHECK THE APPROPRIATE BOX, IF A MEMBER OF A GROUP*                     
                                                                     (a) [ ]
                                                                     (b) [ ]
--------------------------------------------------------------------------------
3  SEC USE ONLY                                                           

--------------------------------------------------------------------------------
4  SOURCE OF FUNDS*                                                       
  00- Loan to Great China Industries Limited, a corporation owned by Mr.
Tong, from a third party.                                           
--------------------------------------------------------------------------------
5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT      
     TO ITEMS 2(d) or 2(e)                                                 [ ]
--------------------------------------------------------------------------------
6  CITIZENSHIP OR PLACE OF ORGANIZATION                                   
Chinese                                                             
--------------------------------------------------------------------------------
7   SOLE VOTING POWER               
3,271,429                   
     NUMBER OF        ----------------------------------------------------------
SHARES         8   SHARED VOTING POWER                            
BENEFICIALLY          None                                              
      OWNED BY        ----------------------------------------------------------
EACH          9   SOLE DISPOSITIVE POWER                        
REPORTING            3,271,429                                        
       PERSON         ----------------------------------------------------------
WITH          10  SHARED DISPOSITIVE POWER                      
None                        
--------------------------------------------------------------------------------
11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON            
3,271,429                                                           
--------------------------------------------------------------------------------
  12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

--------------------------------------------------------------------------------
13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                      
36.19                                                               
--------------------------------------------------------------------------------
14  TYPE OF REPORTING PERSON*                                               
Individual                                                          
--------------------------------------------------------------------------------

*SEE INSTRUCTIONS BEFORE FILLING OUT! 
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

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CUSIP NO. 169404209                    13D                    PAGE 4 OF 10 PAGES

INTRODUCTION

This Schedule 13D is being filed by Great China Industries Limited, a British   
Virgin Islands corporation, and by Mr. Thomas Tong Long Tin ("Thomas Tong"), the
sole beneficial owner of Great China Industries Limited. Each of Mr. Thomas Tong
and Great China Industries Limited is identified in Item 2 below as a Reporting 
Person. Great China Industries Limited is the direct beneficial owner of the    
subject issuer's common stock, pursuant to the transaction described below in   
items 3 and 5(c), while Mr. Thomas Tong is the indirect owner of such common    
stock.                                                                          

ITEM 1.   SECURITY AND ISSUER                                                   

Common Stock, par value $0.001                                  
China Pacific, Inc.                                             
Chengdu Iron and Steel Plant Office Building                    
Qingbaijiang District, Chengdu, Sichuan Province                
China, Post Code 610303                                         

ITEM 2.  IDENTITY AND BACKGROUND                                                

 Reporting Person 1 - Great China Industries Limited

(a)  Name; Great China Industries Limited         

          State or other Place of Organization; British Virgin Islands

Primary Business;  Investment Holdings            

               Address of Principal Office; 17C, Unionway Commercial Centre, 283
Queen's Road Central, Hong Kong.                  

       A description of the names, business addresses, principal
        occupations and citizenship of the directors and executive
        officers of Great China Industries Limited is set forth on
Schedule 1 to this Schedule 13D.                  

              (d) and (e) Provide details of any criminal convictions or civil
               proceedings, if none so state; During the last five years none of
             the Reporting Persons, nor any of their individual directors or
             executive officers, has been convicted in a criminal proceeding
              (excluding traffic violations or similar misdemeanors), nor have
       any of such persons been party to a civil proceeding of a
            judicial or administrative body of competent jurisdiction as a
          result of which such person was or is subject to a judgment,
      decree or final order enjoining future violations of, or
prohibiting                                       

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CUSIP NO. 169404209                    13D                    PAGE 5 OF 10 PAGES

             or mandating activities subject to, Federal or State securities
      laws or finding any violation with respect to such laws.

(f)    Citizenship;  Not applicable               

Reporting Person 2 - Mr. Thomas Tong              

(a)   Name;  Tong Long Tin, Thomas                

               (b) Residence Address; Flat C, 12/F, Block 5, Hanford Garden, 333
Castle Peak Bay, NT, Hong Kong.                   

      (c) Present principal occupation or employment and name,
        principal business and address of any corporation or other
             organization in which such employment is conducted; Mr. Tong is
             the Acting President, Chief Financial Officer and a director of
               China Pacific, Inc., a Nevada corporation (the "Company") that is
            engaged, through a majority-owned joint venture subsidiary, in
            iron and steel production in Chengdu, Sichuan province, China.
              The address of China Pacific, Inc. is the same as the address in
Item 1 above.                                     

          (d) Provide details of any criminal convictions, if none, so
state; None                                       

              (e) Provide details of any civil proceedings, if none, so state;
None                                              

(f)  Citizenship; Chinese                         

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION                      

      Great China Industries Limited has agreed to purchase 3,271,429 shares
   of the common stock, par value $0.001 (the "Common Stock") of China
        Pacific, Inc., a Nevada corporation, for US$0.2761 per share, or a total
    of US$903,225.81 (the "Purchase Price"). The Purchase Price is to be
    paid with HK$700,000 (equivalent to US$90,332.58) in cash, which was
     delivered on the Closing Date of the transaction, September 21, 1998,
       with the remainder to be paid in a lump sum of HK$6,300,000 (equivalent
      to US$812,893.23) which is to be delivered one month after the Closing
   Date. The source of these funds is an unsecured loan to Great China
    Industries Limited from Chengdu Row International Limited, a British
        Virgin Islands corporation. The loan is a 2 year term loan with interest
of 8 percent per annum, repayable at the maturity of the loan.  

        Mr. Thomas Tong, the sole shareholder of Great China Industries Limited,
       has agreed pursuant to the Stock Purchase Agreement described in Item 6
 below to serve as a guarantor of Great China Industries Limited's
obligation to pay the Purchase Price.                           

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CUSIP NO. 169404209                    13D                    PAGE 6 OF 10 PAGES

ITEM 4.  PURPOSE OF TRANSACTION                                                 

        The purpose of the purchase of the Company's Common Stock by Great China
       Industries Limited ("the Buyer") is long term investment. The Reporting
        Persons intend for the Company to proceed with the 1-for-5 reverse stock
 split that will be effective September 28, 1998. In addition, the
    Company may investigate disposing of certain of its assets that have
negative value or equity.                                       

ITEM 5.  INTEREST IN SECURITIES OF ISSUER                                       

           (a) Great China Industries Limited directly beneficially owns
       3,271,429 shares of Common Stock, 36.19 percent of the class, while Mr.
  Thomas Tong indirectly beneficially owns the same number of shares
through his sole ownership of Great China Industries Limited.   

              (b) Great China Industries Limited and Mr. Thomas Tong each have
     sole voting and dispositive power over the 3,271,429 shares of Common
Stock.                                                          

           (c) Great China Industries, Limited, a British Virgin Islands
   corporation (the "Buyer"), purchased 3,271,429 shares of the Common
    Stock of China Pacific, Inc. on September 14, 1998, for the Purchase
   Price (as defined in Item 3 above), from C.P. Investment Limited, a
  British Virgin Islands corporation (the "Seller"). Mr. Thomas Tong
        serves as a guarantor (the "Buyer Guarantor") for the Buyer's obligation
     to pay the Purchase Price. The transaction was effected in Hong Kong.

(d) Not applicable.                               

(e) Not applicable.                               

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER                                        

               On September 14, 1998, Buyer, Seller, and Buyer Guarantor entered
  into a Common Stock Purchase Agreement (the "Common Stock Purchase
     Agreement"), whereby Buyer agreed to purchase 3,271,429 shares of the
    Common Stock of China Pacific, Inc. from Seller, in exchange for the
    Purchase Price. Buyer Guarantor agreed, pursuant to the terms of the
       Common Stock Purchase Agreement, to guarantee Buyer's obligation to pay
    the Purchase Price to the Seller. The payment terms for the Purchase
Price are as described above in Item 3.                         

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CUSIP NO. 169404209                    13D                    PAGE 7 OF 10 PAGES

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS                                       

               Exhibit 7(1). Common Stock Purchase Agreement dated September 14,
      1998 by and among Great China Industries Limited, Thomas Tong Long Tin
as Buyer Guarantor and C.P. Investment Ltd.                     

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CUSIP NO. 169404209                    13D                    PAGE 8 OF 10 PAGES

 SIGNATURE

After reasonable inquiry and to the best of the undersigned's knowledge and     
belief, the undersigned certifies that the information set forth in this        
statement is true, complete and correct.                                        

Dated: September 23, 1998                         /s/ Thomas Tong Long Tin      
                                            ------------------------------------
                                             Signature
                                  Name: Thomas Tong Long Tin

                                      GREAT CHINA INDUSTRIES LIMITED

                                        By:     /s/ Thomas Tong Long Tin
                                               ---------------------------------
                                          Thomas Tong Long Tin
                                       Title:  President

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CUSIP NO. 169404209                    13D                   PAGE 9 OF 10 PAGES 

SCHEDULE 1

GREAT CHINA INDUSTRIES LIMITED

DIRECTORS AND EXECUTIVE OFFICERS

                                                        [Enlarge/Download Table]

Name and Business Address  Title          Citizenship         Present Principal      
-------------------------  -----          -----------      Occupation or Employment  
                                                           ------------------------  
                                                                                     
Thomas Tong Long Tin       President and  Chinese      Acting President, Chief       
Flat C, 12/F, Block 5,     Director                    Financial Officer and Director
Hanford Garden                                         of China Pacific, Inc.        
333 Castle Peak Bay                                                                  
NT, Hong Kong                                                                        

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CUSIP NO. 169404209                    13D                   PAGE 10 OF 10 PAGES

Exhibit List

                                                                [Download Table]

Exhibit No.  Description                                                      Page
-----------  -----------                                                      ----
                                                                                  
7(1)         Common Stock Purchase Agreement dated September 14, 1998 by and      
             among Great China Industries Limited, Thomas Tong Long Tin as        
             Buyer Guarantor and C.P. Investment Ltd.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D’ Filing	Date	First	Last	Other Filings

	9/28/98	6
Filed on:	9/25/98
	9/23/98	8
	9/21/98	5
	9/14/98	1	10	8-K
				List all Filings

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Filing Submission 0000950149-98-001596 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Great China Industries Ltd – ‘SC 13D’ on 9/25/98 re: China Pacific Inc

As of: Friday, 9/25/98 · Accession #: 950149-98-1596 · File #: 5-54621

General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

SC 13D — General Statement of Beneficial OwnershipDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

SC 13D — General Statement of Beneficial Ownership
Document Table of Contents