SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 8-K

                 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of Earliest event Reported): December 11, 2001


                  MINGHUA GROUP INTERNATIONAL HOLDINGS LIMITED
 ----------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

New York                             0-30183                         13-4025362
------------------------      ----------------------           -----------------

(State or other jurisdiction   (Commission File Number)        (IRS Employer
 of incorporation or                                            ID Number)
 organization)


               54 Pine Street, 4th Floor, New York, New York 10005
          ------------------------------------------------------------
                    (Address of principal executive offices)

                                 (212) 809-8015
                                 --------------
                         (Registrant's Telephone Number)



              -----------------------------------------------------
                  (Former address if changed since last report)



<PAGE>


Item 5.  Other Events

         On December  11, 2001  Minghua  Group  International  Holdings  Limited
("Minghua")  entered into an agreement with Mr. Li Chuquan,  Minghua's Chairman,
relating to the issuance of 8,500,000  shares (the "Shares") of Minghua's Common
Stock to Mr. Li in exchange for the release by Mr. Li of $8,500,000 of the total
loans  made  by  Mr.  Li to  Minghua's  indirect  subsidiary,  Shenzhen  Minghua
Environmental   Protection  Vehicles  Co.,  Ltd  (the   "Environmental   Vehicle
Company"). Minghua indirectly owns 85% of the Environmental Vehicle Company. The
remaining  15%  of  the  Environmental  Vehicle  Company  is  owned  by  Minghua
Investment Co., Ltd. ("Minghua Investment"), an entity controlled by Mr. Li. The
aggregate amount of loans made by Mr. Li to the Environmental Vehicle Company as
of  September  30,  2001  was  $11,031,696.  The  issuance  of  the  Shares  was
conditioned upon the concurrent  execution and delivery of an agreement  between
Mr.  Li  and  Minghua  Investment  relating  to  the  release  of an  additional
$1,500,000  of loans in exchange for payment by Minghua  Investment to Mr. Li of
$1,500,000,  which  agreement  was  also  effective  as of  December  11,  2001.
Accordingly,  $10,000,000 of the aggregate loans made by Mr. Li were paid off as
of December 11, 2001.

         The  Board  of  Directors  of  Minghua  approved  the  issuance  of the
8,500,000 shares to Mr. Li in exchange for the release by Mr. Li of a portion of
the loan made by him to the  Environmental  Vehicle  Company by written  consent
adopted on December 11, 2001.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

(c)      Exhibits

99.1  Letter  Agreement,   dated  December  11,  2001,   between  Minghua  Group
International Holdings Limited and Li Chuquan.





<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 hereunto duly authorized.


Date: December 20, 2001

                                    MINGHUA GROUP INTERNATIONAL HOLDINGS LIMITED


                                    By: /s/ Ronald C. H. Lui
                                         ---------------------------------------
                                            Ronald C. H. Lui, President
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SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 8-K

                 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of Earliest event Reported): December 11, 2001

                  MINGHUA GROUP INTERNATIONAL HOLDINGS LIMITED
 ----------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

New York                             0-30183                         13-4025362
------------------------      ----------------------           -----------------

(State or other jurisdiction   (Commission File Number)        (IRS Employer
 of incorporation or                                            ID Number)
 organization)

               54 Pine Street, 4th Floor, New York, New York 10005
          ------------------------------------------------------------
                    (Address of principal executive offices)

                                 (212) 809-8015
                                 --------------
                         (Registrant's Telephone Number)

              -----------------------------------------------------
                  (Former address if changed since last report)
Item 5.  Other Events

         On December  11, 2001  Minghua  Group  International  Holdings  Limited
("Minghua")  entered into an agreement with Mr. Li Chuquan,  Minghua's Chairman,
relating to the issuance of 8,500,000  shares (the "Shares") of Minghua's Common
Stock to Mr. Li in exchange for the release by Mr. Li of $8,500,000 of the total
loans  made  by  Mr.  Li to  Minghua's  indirect  subsidiary,  Shenzhen  Minghua
Environmental   Protection  Vehicles  Co.,  Ltd  (the   "Environmental   Vehicle
Company"). Minghua indirectly owns 85% of the Environmental Vehicle Company. The
remaining  15%  of  the  Environmental  Vehicle  Company  is  owned  by  Minghua
Investment Co., Ltd. ("Minghua Investment"), an entity controlled by Mr. Li. The
aggregate amount of loans made by Mr. Li to the Environmental Vehicle Company as
of  September  30,  2001  was  $11,031,696.  The  issuance  of  the  Shares  was
conditioned upon the concurrent  execution and delivery of an agreement  between
Mr.  Li  and  Minghua  Investment  relating  to  the  release  of an  additional
$1,500,000  of loans in exchange for payment by Minghua  Investment to Mr. Li of
$1,500,000,  which  agreement  was  also  effective  as of  December  11,  2001.
Accordingly,  $10,000,000 of the aggregate loans made by Mr. Li were paid off as
of December 11, 2001.

         The  Board  of  Directors  of  Minghua  approved  the  issuance  of the
8,500,000 shares to Mr. Li in exchange for the release by Mr. Li of a portion of
the loan made by him to the  Environmental  Vehicle  Company by written  consent
adopted on December 11, 2001.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

(c)      Exhibits

99.1  Letter  Agreement,   dated  December  11,  2001,   between  Minghua  Group
International Holdings Limited and Li Chuquan.
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 hereunto duly authorized.

Date: December 20, 2001

                                    MINGHUA GROUP INTERNATIONAL HOLDINGS LIMITED

                                    By: /s/ Ronald C. H. Lui
                                         ---------------------------------------
                                            Ronald C. H. Lui, President