Exhibit 1.3
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                            BILLION LUCK COMPANY LTD.
                                   ("Company")
          Unanimous Written Resolution of the Directors of the Company
                      Dated the 24th day of September 2004

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DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B PREFERRED SHARES
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IT WAS NOTED that the Company proposed to merge with China Resources
Development, Inc. ("China Resources"), a Nevada Corporation, with the Company
being the Surviving Corporation after the merger (the "Merger"). The Merger will
be effected by an exchange of shares of China Resources into shares of the
Company. The aggregate number of shares of common stock which China Resources
has authority to issue is 200,000,000 of which 1,247,823 outstanding and
10,000,000 shares of preferred stock of which 320,000 are outstanding and
designated as series B preferred stock.

IT WAS RESOLVED that, in order to facilitate the shares exchange, 320,000 shares
of the Company's authorized class of preferred shares is hereby established as
Series B Preferred Shares, without par value (the "Series B Preferred Shares").
The preferences and relative, participating, optional, or other special rights
of, and the qualifications, limitations and restrictions imposed upon the Series
B Preferred Shares shall be as follows:

         The Series B Preferred Shares shall entitle the holder thereof to
         voting rights to the same extent and in the same manner as Common
         Shares, such Series B Preferred Shares being aggregated with any
         outstanding Common Shares at the record date of any vote for voting
         purposes of the Company. The Series B Preferred Shares have no
         preemptive or other subscription rights and are not subject to any
         future calls or assessments. There is no redemption or sinking fund
         provisions applicable to Series B Preferred Shares, and holders of
         Series B Preferred Shares have no rights whatsoever to dividends or to
         distributions upon liquidation or dissolution of the Company.

         None of the Series B Preferred Shares shall entitle the holders of any
         demand registration rights and the Company shall not take any action to
         facilitate the registration of such shares; provided, however,
         notwithstanding the forgoing, the Company may, at its option and in its
         sole discretion, include the Series B Preferred Shares in a
         registration statement filed by the Company.

         The Company may, at its option and in its sole discretion, issue any
         other class or series of preferred shares with rights and preferences
         superior to or in parity with the rights and preferences attributable
         to the Series B Preferred Shares.

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Tam Cheuk Ho                                       Wong Wah On

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Ching Lung Po