Filed Pursuant to Rule 424(b)(5)
Registration No. 333-268454
PROSPECTUS SUPPLEMENT
![[chnr_424b5002.gif]](https://www.sec.gov/Archives/edgar/data/793628/000107997324000288/image_001.gif)
CHINA NATURAL RESOURCES, INC.
1,487,870 Common Shares
Pursuant to this prospectus supplement and the accompanying prospectus,
China Natural Resources, Inc. (the “Company”) is offering up to 1,487,870 common shares, no par value (“Common Shares”),
directly to selected investors. In a concurrent private placement, the purchasers in this offering will also receive warrants to initially
purchase an aggregate of 1,115,903 Common Shares with a per Common Share exercise price of $3.00. The warrants are exercisable immediately
as of the date of issuance and expire 42 months from the date of issuance. A holder of the warrants also will have the right to exercise
its warrants on a cashless basis if a registration statement or prospectus contained therein is not available for the resale of the Common
Shares issuable upon exercise thereof. For a more detailed description of the Common Shares offered hereby and warrants to be sold in
the private placement, see the sections entitled “Description of Common Shares and Warrants” beginning on page S-21 and “The
Securities We May Offer” on page 23 and “Description of Share Capital” starting on page 26 of the accompanying prospectus.
There is no established public trading market for the warrants, and we do not expect a market to develop. We do not intend to apply to
list the warrants on any securities exchange.
Our Common Shares are listed on the Nasdaq Capital Market under the
symbol “CHNR.” On February 15, 2024, the closing price of our Common Shares was $3.47 per share.
The aggregate market value of our outstanding Common Shares held by
non-affiliates is $9,819,954.26, based on 8,337,897 Common Shares outstanding as of the date of this prospectus supplement, of which 2,829,958
are held by non-affiliates, and $3.47, which was closing price of the Common Shares on February 15, 2024. Pursuant to General Instruction
I.B.5 of Form F-3, in no event will the aggregate market value of securities sold by us or on our behalf pursuant to General Instruction
I.B.5 of Form F-3 during the 12 calendar month period immediately prior to, and including, the date of any such sale exceed one-third
of the aggregate market value of our Common Shares held by non-affiliates, calculated in accordance with General Instruction I.B.5 of
Form F-3. During the 12 calendar month period that ends on and includes the date hereof, we have not sold securities pursuant to General
Instruction I.B.5 of Form F-3.
We have retained FT Global Capital, Inc. to act as the exclusive placement
agent to use its reasonable best efforts to solicit offers from investors to purchase the securities in this offering. The placement agent
has no obligation to arrange for the purchase or sale of any specific number or dollar amount of securities. The placement agent is not
purchasing or selling any Common Shares in this offering or any warrants in the concurrent private placement. We will pay the placement
agent a fee equal to the sum of 8% of the aggregate purchase price paid by investors introduced to us by the placement agent. Additionally,
we will issue to the placement agent warrants to purchase 74,394 Common Shares on substantially the same terms as the warrants sold in
the private placement, except that the per Common Share exercise price of these warrants is $2.20.
We are a “foreign private issuer,” as defined under the U.S.
federal securities law and are subject to reduced public company reporting requirements. See “Prospectus Supplement Summary –
Implications of Being a Foreign Private Issuer” for additional information.
The Company is not an operating company but a British Virgin Islands holding
company with operations primarily conducted by its subsidiaries in China.
The Company’s PRC Subsidiaries face various legal and operational
risks and uncertainties related to doing business in China. For a detailed description of risks related to doing business in China, see
“Risk Factors — Risks Relating to Our PRC Operations and Doing Business in the PRC” in the accompanying prospectus
and our annual report on Form 20-F for the fiscal year ended December 31, 2022.
China Securities Regulatory Commission, or the “CSRC”, promulgated
the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”),
which became effective on March 31, 2023. The Company’s securities are currently publicly listed on the Nasdaq Stock Market, and
it shall make filings on the offering with the CSRC within three working days after the offering is completed.
The Company’s corporate structure as a British Virgin Islands holding
company with operations primarily conducted by its subsidiaries in China involves unique risks to investors. According to the Foreign
Investment Law in China, the State Council shall promulgate or approve a list of special administrative measures for market access of
foreign investments, or the Negative List. The Foreign Investment Law grants national treatment to foreign-invested entities, except for
those foreign-invested entities that operate in industries specified as either “restricted” or “prohibited” from
foreign investment in the Negative List. The Foreign Investment Law provides that foreign-invested entities operating in “restricted”
or “prohibited” industries will require market entry clearance and other permissions or approvals from relevant PRC government
authorities. On December 27, 2021, the National Development and Reform Commission of China (“NDRC”) and the Ministry of Commerce
(“MOFCOM”) jointly issued the Special Administrative Measures for Foreign Investment Access (Negative List) (2021 Edition),
and the Special Administrative Measures for Foreign Investment Access in Pilot Free Trade Zones (Negative List) (2021 Edition), effective
January 1, 2022. As a company operating its business in exploration and mining, which are not included in the 2021 Negative List, the
Company believes its business is not subject to any ownership restrictions. However, since the Negative List has been adjusted and updated
almost on an annual basis in the recent years, we cannot assure you that the aforementioned business segments will continuously be beyond
the “prohibited” category, which would likely result in a material change in our operations or in the value of our securities.
The PRC government has established a foreign investment information reporting system, according to which foreign investors or foreign-invested
enterprises shall submit investment information to the competent department for commerce concerned through the enterprise registration
system and the enterprise credit information publicity system, and a security review system under which the security review shall be conducted
for foreign investment affecting or likely affecting the state security.
The Company may encounter several limitations related to cash transfer
among its PRC Subsidiaries, the holding company and its investors. Any funds we transfer to the PRC Subsidiaries, either as a shareholder
loan or as an increase in registered capital, are subject to permission and approval by or registration with relevant governmental authorities
in China. According to the relevant PRC regulations on foreign invested enterprises in China, capital contributions to our PRC Subsidiaries
are subject to the registration with the State Administration for Market Regulation or its local counterpart and registration with a local
bank authorized by SAFE. In addition, (i) any foreign loan procured by our PRC Subsidiaries is required to be registered with the SAFE
or its local branches and (ii) any of our PRC Subsidiaries may not procure loans which exceed the difference between its total investment
amount and registered capital or, as an alternative, only procure loans subject to the calculation approach and limitation as provided
by the People’s Bank of China. As a holding company with no operations, our ability to distribute dividends largely depends on the
distribution from our PRC Subsidiaries. In addition, if the Company is determined to be a PRC resident enterprise for enterprise income
tax purposes, we could be subject to PRC tax at a rate of 25% on our worldwide income, which could materially reduce our net income, and
we may be required to withhold a 10% withholding tax from dividends we pay to our shareholders that are non-resident enterprises, including
the holders of our Common Shares, and non-resident enterprise shareholders (including our Common Shareholders) may be subject to PRC tax
at a rate of 10% on gains realized on the sale or other disposition of Common Shares, if such income is treated as sourced from within
China. An “indirect transfer” of PRC assets, including a transfer of equity interests in an unlisted non-PRC holding company
of a PRC resident enterprise, by non-PRC resident enterprises may be re-characterized and treated as a direct transfer of the underlying
PRC assets, if such arrangement does not have a reasonable commercial purpose and was established for the purpose of avoiding payment
of PRC enterprise income tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax, and
the transferee or other person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a
rate of 10% for the transfer of equity interests in a PRC resident enterprise. See “Risk Factors - Risks Relating to Our PRC Operations
and Doing Business in the PRC - We may be classified as a “resident enterprise” for PRC enterprise income tax purposes; such
classification could result in unfavorable tax consequences to us and our non-PRC shareholders” on page 18 of the accompanying prospectus
and pages 14 through 15 of our annual report on Form 20-F for the fiscal year ended December 31, 2022.
Pursuant to the Holding Foreign Companies Accountable Act, as amended by
the Consolidated Appropriations Act, 2023, or the HFCAA, if the SEC determines that we have filed audit reports issued by a registered
public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years, the SEC will prohibit our shares
from being traded on a national securities exchange or in the over-the-counter trading market in the United States. On December 16, 2021,
the PCAOB issued a report on its determinations that it was unable to inspect or investigate completely PCAOB-registered public accounting
firms headquartered in mainland China and in Hong Kong, and our auditor was subject to that determination. On December 15, 2022, the PCAOB
issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions
where it is unable to inspect or investigate completely registered public accounting firms. Each year, the PCAOB will determine whether
it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. If PCAOB determines
in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China or Hong Kong
and we continue to use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements
filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for
the relevant fiscal year. There can be no assurance that we would not be identified as a Commission-Identified Issuer for any future fiscal
year, and if we were so identified for two consecutive years, we would become subject to the prohibition on trading under the HFCAA and
as a result, NASDAQ may determine to delist our securities. See “Risk Factors - Risks Relating to Our PRC Operations and Doing Business
in the PRC - The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial
statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits
of such inspections.” and “Risk Factors - Risks Relating to Our PRC Operations and Doing Business in the PRC - Our common
shares may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate
completely auditors located in China. The delisting of our common shares, or the threat of their being delisted, may materially and adversely
affect the value of your investment.” on page 9 of our annual report on Form 20-F for the fiscal year ended December 31, 2022. The
Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023, decreased the number of “non-inspection
years” from three years to two years, and thus, reduced the time before our securities may be prohibited from trading or delisted.
The delisting of our securities, or the threat of them being delisted, may materially and adversely affect the value of your investment.”
Cash and asset transfers through the Group are
primarily attributed to shareholder loans from us to our subsidiaries. Under PRC laws and regulations, we are subject to some restrictions
on intercompany fund transfers and foreign exchange controls. Our subsidiaries receive substantially all revenue in RMB, and the PRC or
Hong Kong governments could prevent the RMB maintained in the PRC or Hong Kong from leaving, impose controls on its conversion into foreign
currencies, restrict deployment of the RMB into the business of our subsidiaries and restrict the ability to pay dividends. There are
no restrictions or limitations imposed by the Hong Kong government on the transfer of capital within, into and out of Hong Kong (including
funds from Hong Kong to the PRC), except for the transfer of funds involving money laundering and criminal activities. However, there
is no guarantee that the Hong Kong government will not promulgate new laws or regulations that may impose such restrictions in the future.
To the extent cash in the business is in the PRC or Hong Kong or our PRC or Hong Kong entities, the funds may not be available to fund
operations or for other use outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations
on the ability of us or our subsidiaries by the PRC or Hong Kong governments to transfer cash. We cannot assure you that the PRC or Hong
Kong governments will not intervene in or impose restrictions on our ability to make intercompany cash transfers.
See “Item 3. Transfers of Cash and Assets Between Our Company and
Our Subsidiaries” starting on page 1 in our annual report on Form 20-F for the year ended December 31, 2022, incorporated herein
by reference, for all cash or asset transfers between us and our subsidiaries for each of the three years ended December 31, 2022. The
purpose of the outbound transfers, in the form of shareholder loans, was to pay off the subsidiaries’ expenses. The purpose of the
inbound transfers, in the form of loan repayments, was to centralize the treasury function of the Company and our subsidiaries. There
are no fixed repayment terms and no tax implication for these transfers. We did not make any capital contributions to, or receive any
dividends from, our subsidiaries during these periods. No transfers, dividends or distributions have been made to investors during these
periods. PRC laws and regulations may restrict our ability to make dividends and distributions to investors, including U.S. investors.
According to the Foreign Investment Law of the People’s Republic
of China and its implementing rules, which jointly established the legal framework for the administration of foreign-invested companies,
a foreign investor may, in accordance with other applicable laws, freely transfer into or out of China its contributions, profits, capital
earnings, income from asset disposal, intellectual property rights, royalties acquired, compensation or indemnity legally obtained, and
income from liquidation, made or derived within the territory of China in RMB or any foreign currency, and any entity or individual shall
not illegally restrict such transfer in terms of the currency, amount and frequency. According to the currently effective Company Law
of the People’s Republic of China and other Chinese laws and regulations, our PRC subsidiaries may pay dividends out of their respective
accumulated profits as determined in accordance with Chinese accounting standards and regulations. In addition, each of our PRC subsidiaries
is required to set aside at least 10% of its accumulated after-tax profits, if any, each year to fund a certain statutory reserve fund,
until the aggregate amount of such fund reaches 50% of its registered capital. Where the statutory reserve fund is insufficient to cover
any loss the PRC subsidiary incurred in the previous financial year, its current financial year’s accumulated after-tax profits
shall first be used to cover the loss before any statutory reserve fund is drawn therefrom. Such statutory reserve funds and the accumulated
after-tax profits that are used for covering the loss cannot be distributed to us as dividends. At their discretion, our PRC subsidiaries
may allocate a portion of their after-tax profits based on Chinese accounting standards to a discretionary reserve fund. See “Risk
Factors - Risks Relating to Our PRC Operations and Doing Business in the PRC - Our PRC subsidiaries are subject to restrictions on paying
dividends and making other payments to us.” on page 11 of the accompanying prospectus and page 7 of our annual report on Form 20-F
for the fiscal year ended December 31, 2022.
Renminbi is not freely convertible into other currencies. Shortages in
availability of foreign currency may then restrict the ability of our PRC subsidiaries to remit sufficient foreign currency to our offshore
entities for our offshore entities to pay dividends or make other payments or otherwise to satisfy our foreign-currency-denominated obligations.
The Renminbi is currently convertible under the “current account,” which includes dividends, trade and service-related foreign
exchange transactions, but not under the “capital account,” which includes foreign direct investment and foreign currency
debt, including loans we may secure for our onshore subsidiaries. Currently, our PRC subsidiaries may purchase foreign currency for settlement
of “current account transactions,” including payment of dividends to us, without the approval of SAFE by complying with certain
procedural requirements. Foreign exchange transactions under the capital account remain subject to limitations and require approvals from,
or registration with, SAFE and other relevant Chinese governmental authorities. This could affect our ability to obtain foreign currency
through debt or equity financing for our subsidiaries. See “Risk Factors - Risks Relating to Our PRC Operations and Doing Business
in the PRC - Our PRC subsidiaries are subject to restrictions on paying dividends and making other payments to us.” on page 11 of
the accompanying prospectus and page 7 of our annual report on Form 20-F for the fiscal year ended December 31, 2022 for a detailed discussion
of the Chinese legal restrictions on the payment of dividends and our ability to transfer cash within our group. In addition, holders
of our Common Shares may potentially be subject to Chinese taxes on dividends paid by us in the event we are deemed a Chinese resident
enterprise for Chinese tax purposes. See “Risk Factors - Risks Relating to Our PRC Operations and Doing Business in the PRC - We
may be classified as a “resident enterprise” for PRC enterprise income tax purposes; such classification could result in unfavorable
tax consequences to us and our non-PRC shareholders” on page 18 of the accompanying prospectus and pages 14 through 15 of our annual
report on Form 20-F for the fiscal year ended December 31, 2022. To the extent cash in the business is in the PRC/Hong Kong or a PRC/Hong
Kong entity, the funds may not be available to fund operations or for other use outside of the PRC/Hong Kong due to interventions in or
the imposition of restrictions and limitations on the ability of our Company or our subsidiaries by the PRC government to transfer cash.
For detailed discussions, see “Prospectus Summary-Dividends and Other Distributions” on the accompanying prospectus and “Risk
Factors - Risks Relating to Our PRC Operations and Doing Business in the PRC - Governmental control of currency conversion may affect
payment of any dividends or foreign currency denominated obligations, and the value of your investment” on page 11 of the accompanying
prospectus and pages 7 through 8 of our annual report on Form 20-F for the fiscal year ended December 31, 2022.
You should read this prospectus and any prospectus supplement,
together with additional information described under the heading “Where You Can Find More Information,” carefully before you
invest in any of our securities.
Investing in our securities involves a high degree of risk. Before
buying any securities, you should review carefully the risks and uncertainties described under the heading “Risk Factors”
beginning on page S-17 of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement
and the accompanying prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.
| |
| | |
| |
| |
Per Common Share | | |
Total | |
Public offering price | |
$ | 2.20 | | |
$ | 3,273,314.00 | |
Placement agency fees(1) | |
$ | 0.18 | | |
$ | 261,865.12 | |
Proceeds to us, before expenses(2) | |
$ | 2.02 | | |
$ | 3,011,448.88 | |
———————
(1) In addition, we also have agreed to reimburse the
placement agent for certain expenses in connection with this offering. See “Plan of Distribution.”
(2) The amount of offering proceeds to us presented in
this table does not give effect to the exercise, if any, of the warrants being issued in the concurrent private placement or to the placement
agent.
We have engaged FT Global Capital, Inc. as our exclusive placement agent
to use its reasonable best efforts to solicit offers to purchase our securities in this offering. The placement agent has no obligation
to purchase and is not purchasing or selling the securities offered by us, and is not required to arrange for the purchase or sale of
any specific number or dollar amount of our securities, but will use its reasonable best efforts to solicit offers to purchase the securities
offered by this prospectus. Because there is no minimum offering amount required as a condition to closing in this offering the actual
offering amount, the placement agent’s fee, and proceeds to us, if any, are not presently determinable and may be substantially
less than the total maximum offering amounts set forth above and throughout this prospectus. We have agreed to pay the placement agent
its fees set forth in the table above and to provide reimbursement of certain expenses and certain other compensation to the placement
agent. See “Plan of Distribution” of this prospectus for more information regarding these arrangements.
We will deliver Common Shares being issued to the investors electronically
and will mail such investors physical warrant certificates for the warrants sold in this offering, upon closing and receipt of investor
funds for the purchase of the securities offered pursuant to this prospectus.
We expect the delivery of such securities against payment in U.S. dollars
will be made in New York, New York on or about February 21, 2024.
FT Global Capital, Inc.
The date of this prospectus supplement is February
16, 2024
TABLE OF CONTENTS
Prospectus Supplement
Prospectus
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement is a supplement to the accompanying prospectus.
This prospectus supplement and the accompanying prospectus are parts of a registration statement that we filed with the U.S. Securities
and Exchange (the “SEC”), using a shelf registration process. Under this shelf registration process, we may sell from time
to time an unspecified amount of any combination of securities described in the accompanying prospectus in one or more offers such as
this offering. The accompanying prospectus provides you with a general description of the securities we may offer. This prospectus supplement
provides you with specific information about securities registered hereby. Both this prospectus supplement and the accompanying prospectus
include important information about us and other information you should know before investing. Generally, when we refer only to the “prospectus,”
we are referring to both parts combined, and when we refer to the “accompanying prospectus” we are referring to the accompanying
prospectus.
This prospectus supplement also adds to, updates and changes information
contained in the accompanying prospectus. To the extent the information in this prospectus supplement is different from that in the accompanying
prospectus, you should rely on the information in this prospectus supplement. You should read both this prospectus supplement and the
accompanying prospectus, together with the additional information described under the caption “Incorporation of Certain Information
by Reference” in this prospectus supplement and the accompanying prospectus, before investing in the Common Shares.
You should rely only on the information contained in this prospectus supplement
and the accompanying base prospectus that we have authorized to be distributed to you, or information incorporated by reference herein.
We have not, and the placement agent has not, authorized anyone else to provide you with additional or different information. We are offering
to sell, and seeking offers to buy, Common Shares only in jurisdictions where offers and sales are permitted. You should not assume that
the information in this prospectus supplement or the accompanying base prospectus is accurate as of any date other than the date on the
front of those documents or that any document incorporated by reference is accurate as of any date other than its filing date.
Unless we have indicated otherwise, or the context otherwise requires,
references in this prospectus supplement and the accompanying prospectus to the “Company,” “we,” “us”
and “our” or similar terms refer to refer to China Natural Resources, Inc., a British Virgin Islands (“BVI”) company,
and its consolidated subsidiaries.
Unless otherwise specified, all references in this prospectus supplement
to “U.S. dollars” or “$” are to United States dollars; all references to “HK$” are to Hong Kong dollars;
and all references to “Renminbi” or “¥” are to Chinese Yuan, which is the lawful currency of the People’s
Republic of China. The accounts of the Company and its subsidiaries are maintained in Hong Kong dollars or Renminbi. The financial statements
of the Company and its subsidiaries are prepared in Renminbi. Translations of amounts from Renminbi to U.S. dollars are for the convenience
of the reader. Unless otherwise indicated, any translations from Renminbi to U.S. dollars have been made at the single rate of exchange
(the “Renminbi Exchange Rate”) as quoted by www.ofx.com on June 30, 2023, which was $1.00 = ¥7.2535. The Renminbi is not
freely convertible into foreign currencies and no representation is made that the Renminbi or U.S. dollar amounts referred to herein could
have been or could be converted into U.S. dollars, as the case may be, at the Renminbi Exchange Rate or at all.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form F-3 under the
Securities Act, with respect to the securities offered by this prospectus supplement. However, as is permitted by the rules and regulations
of the SEC, this prospectus supplement, which is part of our registration statement on Form F-3, omits certain information, exhibits,
schedules and undertakings set forth in the registration statement. For further information about us, and the securities offered by this
prospectus, please refer to the registration statement.
We are subject to the reporting requirements of the Securities Exchange
Act of 1934, as amended, or the Exchange Act, that are applicable to a foreign private issuer. In accordance with the Exchange Act, we
file reports, including Annual Reports on Form 20-F. Our future reports on Form 20-F must be filed on or before April 30 of the year following
the year to which they relate. We also furnish to the SEC under cover of Form 6-K material information required to be made public in the
BVI, filed with and made public by any stock exchange or distributed by us to our shareholders.
The SEC maintains a website that contains reports, proxy and information
statements, and other information regarding issuers, such as us, that file electronically with the SEC (http://www.sec.gov).
As a foreign private issuer, we are exempt from the rules under the Exchange
Act prescribing the furnishing and content of proxy statements to shareholders and our officers, directors and principal shareholders
are exempt from the “short-swing profits” reporting and liability provisions contained in Section 16 of the Exchange Act and
related Exchange Act rules.
You can also obtain copies of materials we file with the SEC, free of charge,
from our Internet website found at www.chnr.net. Information contained on our website does not constitute part of this prospectus supplement
or the accompanying prospectus. Our stock is quoted on the Nasdaq Capital Market under the symbol “CHNR.”
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” the information
we submit to it, which means that we can disclose important information to you by referring you to those documents that are considered
part of this prospectus supplement and the accompanying prospectus. Each document incorporated by reference is current only as of the
date of such document, and the incorporation by reference of such documents shall not create any implication that there has been no change
in our affairs since the date thereof or that the information contained therein is current as of any time subsequent to its date. Information
contained in this prospectus supplement and the accompanying prospectus and information that we submit to the SEC in the future and incorporate
by reference will automatically update and supersede the previously submitted information. The information incorporated by reference is
considered to be a part of this prospectus and should be read with the same care. When we update the information contained in documents
that have been incorporated by reference by making future filings with the SEC, the information incorporated by reference in this prospectus
is considered to be automatically updated and superseded.
We incorporate herein by reference the documents listed below that we have
furnished to the SEC:
| · | our annual report on Form
20-F for the fiscal year ended December 31, 2022 filed with the SEC on May 15, 2023, as amended
by the Form
20-F/A, as filed with the SEC on August 31, 2023 and September 28, 2023 (our “2022 Form
20-F”); |
| · | the description of our Common Share set forth in our Registration Statement on Form 8-A as filed with
the SEC on May 5, 1995, including any amendments thereto or reports filed for the purpose of updating such description; |
| · | any future annual reports on Form 20-F filed with the SEC after the date of this prospectus and prior
to the termination of the offering of the securities offered by this prospectus; and |
| · | any future reports on Form 6-K that we furnish to the SEC after the date of this prospectus that are
identified in such reports as being incorporated by reference in this prospectus. |
To obtain copies of documents incorporated by reference herein or in the
accompanying prospectus, see “Where You Can Find More Information” in this prospectus supplement and in the accompanying prospectus.
In addition, upon written or oral request, we will provide to any person, at no cost to such person, including any beneficial owner to
whom a copy of this prospectus supplement is delivered, a copy of any or all of the information that has been incorporated by reference
in this prospectus supplement or the accompanying prospectus. You may make such a request by writing us at Room 2205, 22/F, West Tower,
Shun Tak Center, 168-200 Connaught Road Central, Sheung Wan, Hong Kong or telephoning us at 011-852-2810-7205.
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents
incorporated by reference herein and therein contain forward-looking statements within the meaning of Section 27A of the U.S. Securities
Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, that involve substantial risks and uncertainties.
Such forward-looking statements concern our anticipated results and progress of our operations in future periods, planned exploration
and, if warranted, development of our properties, plans related to our business and other matters that may occur in the future. These
statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable
and assumptions of management. All statements contained herein that are not clearly historical in nature are forward-looking, and the
words “anticipate,” “believe,” “expect,” “estimate,” “may,” “will,”
“could,” “leading,” “intend,” “contemplate,” “shall” and similar expressions
are generally intended to identify forward-looking statements. Forward-looking statements are subject to a variety of known and unknown
risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking
statements. Forward-looking statements in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference
herein and therein include, but are not limited to, statements with respect to:
| · | uncertainties regarding the governmental, economic and political circumstances in the People’s
Republic of China (the “PRC”); |
| · | the impact on the Company’s financial position, growth potential and business of the sale of Precise
Space-Time Technology Limited (“PST Technology”) and Shanghai Onway Environmental Development Co., Limited (“Shanghai
Onway”) specifically; |
| · | uncertainties related to the Company’s ability to identify potential partners or acquisition targets
as it considers strategic alternatives, including in the healthcare and other non-natural resources sectors |
| · | uncertainties associated with metal price volatility; |
| · | uncertainties concerning the viability of mining and estimates of reserves at the Company’s Wulatehouqi
Moruogu Tong Mine (the “Moruogu Tong Mine”) in Inner Mongolia; |
| · | uncertainties regarding our ability to acquire a mining permit and to extract mineral reserves located
in the Moruogu Tong Mine in an economically feasible manner; |
| · | uncertainties related to our ability to fund operations and capital expenditures; |
| · | uncertainties relating to the acquisition of Williams Minerals that were not discovered by us through
our due diligence investigation; |
| · | uncertainties related to the completion of the acquisition of Williams Minerals which is conditional
upon satisfaction or waiver of various conditions; |
| · | failure to complete the acquisition of Williams Minerals may have a material adverse effect on the Company’s
business, financial condition and results of operations; |
| · | uncertainties related to the realization of the anticipated benefits associated with it; |
| · | the potential lack of appetite for the Company’s current holdings as consideration for a transaction; |
| · | uncertainties related to the political situation between the PRC and the United States, and potential
negative impacts on companies with operations in the PRC that are listed on exchanges in the United States; and |
| · | other factors discussed under “Risk Factors” in this prospectus supplement, under “Item
3.D. - Key Information - Risk Factors” in our 2022 Form 20-F and in our reports on Form 6-K incorporated herein by reference. |
You should not place undue reliance on forward-looking statements, which
speak only as of the date that they were made. Moreover, you should consider these cautionary statements in connection with any written
or oral forward-looking statements that we may issue in the future. We do not undertake any obligation to release publicly any revisions
to forward-looking statements after completion of this offering to reflect later events or circumstances or to reflect the occurrence
of unanticipated events. In light of the risks and uncertainties described above, the forward-looking events and circumstances discussed
in this prospectus supplement and the documents incorporated by reference might not occur, and are not guarantees of future performance.
PROSPECTUS SUPPLEMENT SUMMARY
The following summary highlights information contained elsewhere in
this prospectus supplement or the documents incorporated by reference herein. This summary is not complete and does not contain all of
the information you should consider before investing in our securities. You should read the entire prospectus supplement and the accompanying
prospectus, including each of the documents incorporated by reference herein or therein, carefully, including the “Risk Factors”
and “Forward-Looking Information” sections of this prospectus supplement, and under “Item 3.D. – Key Information
– Risk Factors” in our 2022 Form 20-F, which is incorporated herein by reference.
Our Corporate Structure
We are an offshore holding company incorporated in the British Virgin Islands
and we are not a Chinese operating company. As a holding company with no operations of our own, our operations are conducted in China
through the operating entities, and this structure involves unique risks to investors. Holders of our Common Shares will not directly
hold any equity interests in the operating entities. The Chinese regulatory authorities could disallow our corporate structure, which
could result in a material change in our operations and the value of our Common Shares could decline or become worthless.
We have not adopted a VIE structure. The following diagram illustrates
our current corporate structure, which includes our significant subsidiaries as of the date of this prospectus supplement:
For details of each shareholder’s ownership, please refer to the
beneficial ownership table in “Item 6. Directors, Senior Management and Employees-6.E. Share Ownership” in our annual report
on Form 20-F for the fiscal year ended December 31, 2022.
Regulatory Risks Relating to Our Operations in China
The Company’s PRC Subsidiaries face various legal and operational
risks and uncertainties related to doing business in China. For instance, the Company’s PRC Subsidiaries face risks associated with
regulatory approvals on offshore offerings, anti-monopoly regulatory actions, and oversight on cybersecurity and data privacy, as well
as the ability of the Public Company Accounting Oversight Board (United States) (“PCAOB”) to inspect the Company’s auditors,
which may impact the ability of the Company’s subsidiaries to conduct certain businesses, accept foreign investors, or its continuing
listing on the Nasdaq. These risks could result in a material adverse change in the Company’s business operations and the value
of our Common Shares, significantly limit or hinder our ability to offer or continue to offer securities to investors, or cause such securities
to significantly decline in value or become worthless. As the Company’s PRC Subsidiaries do business in China, Chinese regulatory
authorities could disallow such structure, which would likely result in a material change in our operations and/or a material change in
the value of the securities we are registering for sale, including that it could cause the value of such securities to significantly decline
or become worthless. For a detailed description of risks related to doing business in China, see “Risk Factors — Risks
Relating to Our PRC Operations and Doing Business in the PRC” in the accompanying prospectus and our annual report on Form 20-F
for the fiscal year ended December 31, 2022.
The PRC government also exerts more
control over offerings conducted overseas and foreign investment in China-based issuers. Furthermore, on February 17, 2023,
the CSRC released the Trial Measures and five supporting guidelines, which took effect on March 31, 2023. Pursuant to the Trial Measures,
if a domestic company fails to complete required filing procedures or conceals any material fact or falsifies any major content in its
filing documents, such domestic company may be subject to administrative penalties, such as an order to rectify, warnings, fines, and
its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject
to administrative penalties, such as warnings and fines. On the same day, the CSRC also held a press conference for the release of the
Trial Measures and issued the CSRC Notice, which, among others, clarifies that PRC domestic companies that have already been listed overseas
before the effective date of the Trial Measures, which is March 31, 2023, shall be deemed as Existing Issuers, and Existing Issuers are
not required to complete the filing procedures with the CSRC immediately, and they shall be required to file with the CSRC for any subsequent
offerings. Based on the foregoing, we are an Existing Issuer, and is required to file with the CSRC for any subsequent offerings within
three (3) working days after the completion of each offering. Therefore, we are required to go through filing procedures through our major
operating entity incorporated in the PRC with the CSRC within three (3) working days after the completion of this offering pursuant to
this prospectus supplement, and prepare a summary report to the CSRC after the completion of all offerings under the accompanying
prospectus. We intend to comply with the Trial Measures for this offering and any subsequent offerings under the registration statement
on Form F-3 (Registration No. 333-268454). Other than the CSRC filing procedures we are required to make within three working days
after the completion of this offering and any additional offerings made pursuant to accompanying prospectus and applicable prospectus
supplements, we and our PRC subsidiaries, as of the date of this prospectus supplement, (1) are not required to obtain
permissions from the CSRC, and (2) have not been required to obtain or denied such and other permissions by the CSRC, CAC, or any PRC
government authority, under current PRC laws, regulations and rules in connection with a potential offering made pursuant to the accompanying
prospectus and applicable prospectus supplements. See “Risk Factors - Risks Relating to Our PRC Operations and Doing Business in
the PRC - The approval of or filing with the CSRC or other PRC government authorities may be required in connection with our offshore
offerings under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete
such filing.” on pages 11 through 13 of our annual report on Form 20-F for the fiscal year ended December 31, 2022.
As of the date of this prospectus supplement, we and our subsidiaries
have received from the PRC authorities all requisite licenses, permissions, and approvals needed to engage in the businesses currently
conducted in the PRC, which solely include the business licenses that authorize the scope of business operations, and no permission or
approval has been denied. As of the date of this prospectus supplement, each of our PRC subsidiaries has obtained its business
license to engage in the respective business currently being conducted by it in the PRC. For us to offer the securities pursuant to this prospectus supplement and
the accompanying prospectus to foreign investors, we are required to submit filings with the CSRC within three (3) working days after
completion of this offering. For details regarding this approval requirement, see the above discussion.” However, we are not required
to obtain any permissions or approvals to operate our business or to offer securities being registered hereunder to foreign investors,
and no permission or approval has been denied. However, we cannot assure you that we will be able to receive clearance of any compliance
requirements imposed on us in a timely manner, or at all. Any failure to fully comply with such compliance requirements may cause our
PRC subsidiaries to be unable to conduct their businesses or operations in the PRC, subject them to fines, business suspension, or other
sanctions. If we and/or our subsidiaries do not receive or maintain the approvals, or we inadvertently conclude that such approvals are
not required, or applicable laws, regulations, or interpretations change such that we and/or our subsidiaries are required to obtain approval
in the future, we may be subject to an investigation by competent regulators, fines or penalties, ordered to suspend our relevant business
and rectify, and/or prohibited from engaging in the relevant business, and these risks could result in a material adverse change in our
operations, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such
securities to significantly decline in value or become worthless. See “Risk Factors - Risks Relating to Our PRC Operations and Doing
Business in the PRC”.
Pursuant to the Holding Foreign Companies
Accountable Act, as amended by the Consolidated Appropriations Act, 2023, or the HFCAA, if the SEC determines that we have filed audit
reports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years,
the SEC will prohibit our shares from being traded on a national securities exchange or in the over-the-counter trading market in the
United States. On December 16, 2021, the PCAOB issued a report on its determinations that it was unable to inspect or investigate completely
PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, and our auditor was subject to that determination.
On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong
from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. Each year,
the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions.
If PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland
China or Hong Kong and we continue to use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our
financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report
on Form 20-F for the relevant fiscal year. There can be no assurance that we would not be identified as a Commission-Identified Issuer
for any future fiscal year, and if we were so identified for two consecutive years, we would become subject to the prohibition on trading
under the HFCAA and as a result, NASDAQ may determine to delist our securities. See “Risk Factors - Risks Relating to Our PRC Operations
and Doing Business in the PRC - The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed
for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors
with the benefits of such inspections.” and “Risk Factors - Risks Relating to Our PRC Operations and Doing Business in the
PRC - Our common shares may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect
or investigate completely auditors located in China. The delisting of our common shares, or the threat of their being delisted, may materially
and adversely affect the value of your investment.” on page 9 of our annual report on Form 20-F for the fiscal year ended
December 31, 2022. The Holding Foreign Companies Accountable Act, as amended by the Consolidated
Appropriations Act, 2023, decreased the number of “non-inspection years” from three years to two years, and thus, reduced
the time before our securities may be prohibited from trading or delisted. The delisting of our securities, or the threat of them being
delisted, may materially and adversely affect the value of your investment.”
Transfers of Cash and Assets between Our Company and Our Subsidiaries
Cash and asset transfers through the Group are
primarily attributed to shareholder loans from us to our subsidiaries. Under PRC laws and regulations, we are subject to some restrictions
on intercompany fund transfers and foreign exchange controls. Our subsidiaries receive substantially all revenue in RMB, and the PRC or
Hong Kong governments could prevent the RMB maintained in the PRC or Hong Kong from leaving, impose controls on its conversion into foreign
currencies, restrict deployment of the RMB into the business of our subsidiaries and restrict the ability to pay dividends. There are
no restrictions or limitations imposed by the Hong Kong government on the transfer of capital within, into and out of Hong Kong (including
funds from Hong Kong to the PRC), except for the transfer of funds involving money laundering and criminal activities. However, there
is no guarantee that the Hong Kong government will not promulgate new laws or regulations that may impose such restrictions in the future.
To the extent cash in the business is in the PRC or Hong Kong or our PRC or Hong Kong entities, the funds may not be available to fund
operations or for other use outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations
on the ability of us or our subsidiaries by the PRC or Hong Kong governments to transfer cash. We cannot assure you that the PRC or Hong
Kong governments will not intervene in or impose restrictions on our ability to make intercompany cash transfers.
See “Item 3. Transfers of Cash and Assets Between Our Company and
Our Subsidiaries” starting on page 1 in our annual report on Form 20-F for the year ended December 31, 2022, incorporated herein
by reference, for all cash or asset transfers between us and our subsidiaries for each of the three years ended December 31, 2022. The
purpose of the outbound transfers, in the form of shareholder loans, was to pay off the subsidiaries’ expenses. The purpose of the
inbound transfers, in the form of loan repayments, was to centralize the treasury function of the Company and our subsidiaries. There
are no fixed repayment terms and no tax implication for these transfers. We did not make any capital contributions to, or receive any
dividends from, our subsidiaries during these periods. No transfers, dividends or distributions have been made to investors during these
periods. PRC laws and regulations may restrict our ability to make dividends and distributions to investors, including U.S. investors.
According to the Foreign Investment Law of the People’s Republic
of China and its implementing rules, which jointly established the legal framework for the administration of foreign-invested companies,
a foreign investor may, in accordance with other applicable laws, freely transfer into or out of China its contributions, profits, capital
earnings, income from asset disposal, intellectual property rights, royalties acquired, compensation or indemnity legally obtained, and
income from liquidation, made or derived within the territory of China in RMB or any foreign currency, and any entity or individual shall
not illegally restrict such transfer in terms of the currency, amount and frequency. According to the the currently effective Company
Law of the People’s Republic of China and other Chinese laws and regulations, our PRC subsidiaries may pay dividends out of their
respective accumulated profits as determined in accordance with Chinese accounting standards and regulations. In addition, each of our
PRC subsidiaries is required to set aside at least 10% of its accumulated after-tax profits, if any, each year to fund a certain statutory
reserve fund, until the aggregate amount of such fund reaches 50% of its registered capital. Where the statutory reserve fund is insufficient
to cover any loss the PRC subsidiary incurred in the previous financial year, its current financial year’s accumulated after-tax
profits shall first be used to cover the loss before any statutory reserve fund is drawn therefrom. Such statutory reserve funds and the
accumulated after-tax profits that are used for covering the loss cannot be distributed to us as dividends. At their discretion, our PRC
subsidiaries may allocate a portion of their after-tax profits based on Chinese accounting standards to a discretionary reserve fund.
See “Risk Factors - Risks Relating to Our PRC Operations and Doing Business in the PRC - Our PRC subsidiaries are subject to restrictions
on paying dividends and making other payments to us.” on page 11 of the accompanying prospectus and page 7 of our annual report
on Form 20-F for the fiscal year ended December 31, 2022.
Renminbi is not freely convertible into other currencies. Shortages in
availability of foreign currency may then restrict the ability of our PRC subsidiaries to remit sufficient foreign currency to our offshore
entities for our offshore entities to pay dividends or make other payments or otherwise to satisfy our foreign-currency-denominated obligations.
The Renminbi is currently convertible under the “current account,” which includes dividends, trade and service-related foreign
exchange transactions, but not under the “capital account,” which includes foreign direct investment and foreign currency
debt, including loans we may secure for our onshore subsidiaries. Currently, our PRC subsidiaries may purchase foreign currency for settlement
of “current account transactions,” including payment of dividends to us, without the approval of SAFE by complying with certain
procedural requirements. Foreign exchange transactions under the capital account remain subject to limitations and require approvals from,
or registration with, SAFE and other relevant Chinese governmental authorities. This could affect our ability to obtain foreign currency
through debt or equity financing for our subsidiaries. See “Risk Factors - Risks Relating to Our PRC Operations and Doing Business
in the PRC - Our PRC subsidiaries are subject to restrictions on paying dividends and making other payments to us.” on page 11 of
the accompanying prospectus and page 7 of our annual report on Form 20-F for the fiscal year ended December 31, 2022 for a detailed discussion
of the Chinese legal restrictions on the payment of dividends and our ability to transfer cash within our group. In addition, holders
of our Common Shares may potentially be subject to Chinese taxes on dividends paid by us in the event we are deemed a Chinese resident
enterprise for Chinese tax purposes. See “Risk Factors - Risks Relating to Our PRC Operations and Doing Business in the PRC - We
may be classified as a “resident enterprise” for PRC enterprise income tax purposes; such classification could result in unfavorable
tax consequences to us and our non-PRC shareholders” on page 18 of the accompanying prospectus and pages 14 to 15 of our annual
report on Form 20-F for the fiscal year ended December 31, 2022. To the extent cash in the business is in the PRC/Hong Kong or a PRC/Hong
Kong entity, the funds may not be available to fund operations or for other use outside of the PRC/Hong Kong due to interventions in or
the imposition of restrictions and limitations on the ability of our Company or our subsidiaries by the PRC government to transfer cash.
For detailed discussions, see “Prospectus Summary-Dividends and Other Distributions” on the accompanying prospectus and “Risk
Factors - Risks Relating to Our PRC Operations and Doing Business in the PRC - Governmental control of currency conversion may affect
payment of any dividends or foreign currency denominated obligations, and the value of your investment” on page 11 of the accompanying
prospectus and pages 7 to 8 of our annual report on Form 20-F for the fiscal year ended December 31, 2022.
Our Business
China Natural Resources, Inc. was incorporated in the BVI on December 14,
1993, and is a company limited by shares organized under the BVI Business Companies Act. We are not a Chinese operating company but a
BVI holding company with operations conducted by our subsidiaries established in the PRC.
We are currently exploring for lead, silver and other metals in the Inner
Mongolia Autonomous Region of the PRC. Our operating subsidiary, Bayannaoer City Feishang Mining Company Limited (“Bayannaoer Mining”)
holds an exploration permit issued by the Land and Resources Department of Inner Mongolia Autonomous Region covering the Moruogu Tong
Mine, located in Wulatehouqi, Bayannaoer City, Inner Mongolia. The exploration permit evidences Bayannaoer Mining’s right to explore
for minerals at the Moruogu Tong Mine. Initial results of the exploration program indicate the presence of lead and silver, with the prospect
that further surveying and exploration may indicate the presence of other ores such as copper. As our exploratory activities have yet
to develop into revenue-generating mining operations, our sole revenues from continuing operations over the past three years has been
the revenues we enjoy as a result of our copper ore trading activities, which began in 2019.
On August 17, 2020, the Company entered into a Sale and Purchase Agreement
with Feishang Group Limited (“Feishang Group”), pursuant to which the Company issued 9,077,166 Common Shares to Feishang Group
in exchange for 120,000,000 shares of Feishang Anthracite Resources Limited (“FARL”), a company that is traded on the main
board of the Hong Kong Stock Exchange under ticker 1738, with an approximate aggregate value of HK$87,522,000 (determined at a price of
HK$1.006 per share, representing the average closing price of FARL on the five trading days before August 17, 2020, adjusted for a 27.5%
discount based on an independent valuation report). Feishang Group is the largest stockholder in the Company, and is wholly owned by Mr.
Li Feilie, who also beneficially owns 53.53% of the outstanding equity of FARL.
On October 16, 2020, we announced that in addition to our current mining
segment, we would explore potential investments, among others, in the healthcare sector of the PRC. We intend to explore the opportunities
presented by the healthcare sector in the PRC, and to diversify our operations as we move into our next phase of growth. Driven by an
aging population, increasing disposable income, and rising health awareness and life expectancy, we believe that the PRC has become a
major healthcare market with sizable and steadily increasing healthcare expenditures, and that the relatively early stage of development
and huge market potential provides fertile ground for our new expansion strategy. On October 22, 2020, we appointed Zou Yu as Vice President
of the Company. From March 2015 to September 2020, Mr. Zou served as the general manager of the investment management center of Feishang
Enterprise Group Company Limited, where he was responsible for mergers and acquisitions in the healthcare sector involving projects aggregating
approximately ¥800 million. From May 2011 to May 2014, he served as assistant to the chairman and the head of the business development
department of Shanghai American-Sino Medical Group, where he was in charge of the investment in and operation of premier private hospitals.
Mr. Zou has also worked with several private equity funds. Mr. Zou has more than 10 years of experience working and investing in the healthcare
sector, and has participated in projects involving acquisitions, mergers and divestments with an aggregate value exceeding three billion
Chinese Yuan. Mr. Zou graduated from Sun Yat-Sen University in June 2007, with a Master of Business Administration degree. He also holds
a Bachelor’s degree in Economics from the Tianjin University of Commerce. We anticipate that Mr. Zou’s expertise will help
us identify potential opportunities in the healthcare sector, among others.
Acquisition of Williams Minerals
On February 27, 2023, the Company entered
into a material definitive agreement (the “Zimbabwe SPA”) with Feishang Group and Top Pacific, as well as Mr. Li Feilie and
Mr. Yao Yuguang, to indirectly acquire all interests in Williams Minerals, which owns the mining permit for a Zimbabwean lithium mine.
At the time of the entry into the Zimbabwe SPA, Feishang Group owned 70% of Williams Minerals, and Top Pacific, a non-affiliate, owned
the remaining 30%. Under the Zimbabwe SPA, it was originally expected that the Company will indirectly acquire all interests in Williams
Minerals in the second fiscal quarter of 2023, and that the Company’s “ownership” (which, as defined in the Zimbabwe
SPA, relates to its legal possession and control) of the Zimbabwean lithium mine will vest cumulatively, region by region from 2024 through
2026, contingent upon the issuance of independent technical reports and the Company’s full settlement of the purchase consideration
in cash and restricted shares. For each relevant region of the lithium mine, until the Company’s legal possession and control vests,
the Sellers will maintain legal possession and control, including the right of exploration, sale of lithium, and the revenue derived therefrom,
as well as liability for operational costs and third-party claims.
Subject to the terms and conditions
of the Zimbabwe SPA, the Company plans to issue restricted shares as 50% of the consideration for the Acquisition, with the remaining
50% of the consideration comprised of a promissory note and/or cash, for maximum consideration of US$1.75 billion (3.5 million estimated
tons of measured, indicated and inferred resources of lithium oxide (grade 1.06% or above in accordance with the standard under the Australasian
Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves) priced at US$500 per ton). The Company may issue restricted
CHNR shares at a discount to the market price to secure a portion of the required capital. On April 14, 2023, the Company announced that
it completed its due diligence investigation with satisfactory results and decided to proceed with the Acquisition. The Company paid
an aggregate of $35 million by way of promissory notes (instead of cash) as a deposit on April 21, 2023, and will pay an aggregate of
$140 million by way of promissory notes and/or cash as an initial installment.
Completion of the Acquisition is contingent upon the satisfaction
of a number of conditions, including, among other things, the issuance of independent technical reports, the actual quantity of qualified
lithium oxide metal resources proven or estimated to exist in each mining area covered by the relevant report, and the Company’s
full settlement of the purchase consideration in cash and restricted shares. There is no guarantee that the Acquisition will close or
be completed at the anticipated valuation and terms, or at all.
On December 22, 2023, the Company entered
into an amendment agreement (the “Amendment Agreement”) to the sale and purchase agreement Dated as of February 27, 2023 by
and among Feishang Group and Top Pacific (China) Limited (together, the “Sellers”), and the respective beneficial owner of
the Sellers, Mr. Li Feilie and Mr. Yao Yuguang with the parties thereto. As the Sellers are still in the process of satisfying conditions
precedent to the closing of the acquisition in accordance with the Zimbabwe SPA, including but not limited to obtaining requisite governmental
approvals, the parties entered into the Amendment Agreement to extend the long stop date for closing the acquisition from December 31,
2023 to December 31, 2024.
The foregoing description of the Zimbabwe
SPA and the Amendment Agreement is only a summary and is qualified in its entirety by reference to the Sale and Purchase Agreement between
China Natural Resources, Inc., Feishang Group Limited, Top Pacific (China) Limited, Li Feilie, and Yao Yuguang, dated February 27, 2023,
a copy of which is incorporated by reference as Exhibit 4.17 to the 2022 Form 20-F for the fiscal year ended December 31, 2022 filed with
the SEC on May 15, 2023 and Exhibit 99.1 to our current report on Form 6-K furnished to the SEC on December 22, 2023, respectively.
Sale of Precise Space-Time Technology Limited
On July 28, 2023, the Company entered into a Sale and Purchase
Agreement (“SPA”) with Feishang Group Limited (“Feishang Group”). Pursuant to the SPA, the Company agreed to sell
100% equity interest of Precise Space-Time Technology Limited to Feishang Group, together with PST Technology’s outstanding payable
owed to the Company, for consideration of approximately RMB95,761,119 comprising: (i) RMB -34,197,300, the fair value of 100% equity interest
of PST Technology as determined by the independent valuation report dated July 28, 2023; (ii) RMB 129,958,419, the book value of PST Technology’s
outstanding payable owed to the Company.
PST Technology, through its wholly owned subsidiaries, owns a 51% equity
interest in Shanghai Onway and Shanghai Onway’s subsidiaries which are principally engaged in the development of rural wastewater
treatment technologies, the provision of equipment and materials for rural wastewater treatment, undertaking EPC and PPP projects in relation
to rural wastewater treatment, and the provision of consulting and professional technical services. After PST Technology’s disposition,
the Company will discontinue the operation in wastewater treatment segment and continue engaging in the exploration and mining business.
Summary of Risk Factors
Investing in our Common Shares involves significant risks. You should carefully
consider all of the information in this prospectus supplement before making an investment in our Common Shares. Below please find a summary
of the principal risks we face, organized under relevant headings. These risks are discussed more fully under “Item 3. Key Information
- D. Risk Factors” in our annual report on Form 20-F for the fiscal year ended December 31, 2022 and in the “Risk Factors”
section in the accompanying prospectus.
Risks Relating to Our PRC Operations and Doing
Business in the PRC
| · | Changes in China’s economic, political or social conditions or government policies could have
a material and adverse effect on our business and operations. |
|
· |
Any changes in PRC laws and regulations may have a material and adverse effect on our business. |
| · | PRC regulation of loans to and direct investment in PRC entities by offshore holding companies may delay
or prevent us from making loans or additional capital contributions to our PRC subsidiaries, which could materially and adversely affect
our ability to fund and expand our business. |
| · | Our PRC subsidiaries are subject to restrictions on paying dividends and making other payments to us. |
| · | Governmental control of currency conversion may affect payment of any dividends or foreign currency
denominated obligations, and it may adversely affect the value of your investment. |
| · | The fluctuation of the RMB may materially and adversely affect your investment. |
| · | The PRC State Administration of Foreign Exchange (“SAFE”) regulations regarding offshore
financing activities by PRC residents have undergone changes which may increase the administrative burden we face and create regulatory
uncertainties that could adversely affect us, and a failure by our shareholders who are PRC residents to make any required applications
and filings pursuant to such regulations may prevent us from being able to distribute profits and could expose us and our PRC resident
shareholders to liability under PRC law. |
| · | The PCAOB may determine that it is unable to inspect our auditor in relation to its audit work performed
for our financial statements to its satisfaction, and the inability of the PCAOB to conduct inspections over our auditor may affect our
investors’ ability to benefit from such inspections. Our independent auditor, Ernst & Young Hua Ming LLP, was subject to the
determinations announced by the PCAOB on December 16, 2021 that it was unable to inspect or investigate completely PCAOB-registered public
accounting firms headquartered in mainland China and in Hong Kong. On December 15, 2022, the PCAOB issued a report vacating the previous
determinations dated December 16, 2021. As required by the HFCAA, if in the future the PCAOB determines it no longer can inspect or investigate
completely because of a position taken by an authority in the PRC, the PCAOB will consider issuing a new determination. |
| · | Our common shares may be prohibited from trading in the United States under the HFCAA if the PCAOB is
unable to inspect or fully investigate our auditor for three consecutive years, or two consecutive years if proposed changes to the HFCAA
are enacted. The delisting of our common shares, or the threat of their being delisted, may materially and adversely affect the value
of your investment. |
| · | Proceedings instituted by the SEC against Chinese affiliates of the “Big Four” accounting
firms, including our independent registered public accounting firm, could result in a determination that our financial statements are
not in compliance with the SEC’s requirements. |
| · | If we fail to protect our intellectual property rights, it could harm our business and competitive position. |
| · | We and our PRC subsidiaries are required to maintain a series of licenses, permits and approvals from
PRC authorities to operate our business in the PRC, and failure to maintain or renew such licenses, permits or approvals in a timely manner
could materially affect our business. |
| · | The filing with the CSRC or other PRC government authorities may be required in connection
with our offshore offerings under PRC law, and, if required, we cannot predict whether or for how long we will be able to complete such filing. |
| · | Failure to comply with PRC regulations and other legal obligations concerning data protection and cybersecurity
may materially and adversely affect our business, as we routinely collect, store and use data during the conduct of our business. |
| · | We may be classified as a “resident enterprise” for PRC enterprise income tax purposes;
such classification could result in unfavorable tax consequences to us and our non-PRC shareholders. |
| · | Any failure to comply with PRC regulations regarding the registration requirements for employee stock
incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions. |
| · | Failure to make adequate contributions to various mandatory social security plans as required by PRC
regulations may subject us to penalties. |
| · | Enforcement of stricter labor laws and regulations may increase our labor costs. |
| · | If the chops of our PRC subsidiaries are not kept safely, are stolen or are used by unauthorized persons
or for unauthorized purposes, the corporate governance of these entities could be severely and adversely compromised. |
Risks Relating to Our Mine Exploration Activities in Inner Mongolia
| · | The Moruogu Tong Mine is in the exploration stage. |
| · | The northern part of Moruogu Tong Mine is currently being explored under an agreement that reduces our
share in any future profits. |
| · | Any estimates of the reserves contained in the Moruogu Tong Mine may be inaccurate. |
| · | There are no assurances that we can produce minerals on a commercially viable basis. |
| · | Volatility in the market prices of metals may adversely affect the results of our operations. |
| · | We are subject to government regulations in various aspects of our exploration activities and our failure
to comply with applicable government regulations could adversely affect us. |
| · | We do not have binding agreements with customers to purchase any future output of metals. |
Risks Relating to the Potential Closing of the Acquisition of Williams
Minerals and the Timing of Such Closing
| · | There may be unforeseen risks relating to the Acquisition that were not discovered by us through our
due diligence investigation prior to our Acquisition. |
| · | Completion of the Acquisition is conditional upon satisfaction or waiver of various conditions. There
can be no assurance that the conditions will be fulfilled or waived, or that the Acquisition will be completed. |
| · | Failure to complete the Acquisition may have a material adverse effect on the Company’s business,
financial condition and results of operations. |
| · | Even if the Acquisition is completed, we may fail to realize the anticipated benefits associated with
it, those benefits may take longer to realize than expected, and we may encounter significant difficulties. |
Risks Relating to Additional Acquisitions and Expansion into Other
Sectors
| · | We may acquire other businesses or form joint ventures that could negatively affect our operating results,
dilute our shareholders’ ownership, increase our debt or cause us to incur significant expense. |
| · | Future acquisitions or strategic investments could be difficult to identify and integrate, divert the
attention of management, disrupt our business, dilute shareholder value and adversely affect our business, results of operations, and
financial condition. |
| · | We may become subject to additional extensive and evolving regulatory requirements, noncompliance with
which, or changes in which, may materially and adversely affect our business and prospects. |
Risks Relating to Our Financial Condition and Business
| · | We have incurred losses from operations in each of the preceding three fiscal years and there is no
assurance that we will generate profits from operations in the future. |
Risks Relating to Foreign Private Issuer Status
| · | Because our assets are located outside of the United States and all of our directors and officers reside
outside of the United States, it may be difficult for you to enforce your rights based on the U.S. federal securities laws against us
or our officers and directors or to enforce a judgment of a United States court against us or our officers and directors in the PRC. |
| · | Our status as a foreign private issuer results in less information being available about us. |
| · | Due to our status as a foreign private issuer, we have adopted IFRS accounting principles, which are
different from accounting principles under U.S. generally accepted accounting principles (“U.S. GAAP”). |
| · | As a foreign private issuer we are not subject to certain requirements that other Nasdaq-listed issuers
are required to comply with, some of which are designed to provide information to and protect investors. |
Risks Relating to Our
Common Shares
| · | You may experience dilution to the extent that our common shares are issued upon the exercise of outstanding
warrants or other securities that we may issue in the future. |
| · | Our principal beneficial owner and his affiliates control us through their share ownership; and their
interests may differ from those of other shareholders. |
| · | The rights of our shareholders are governed by BVI law, which may not be as favorable to shareholders
as U.S. law, and our directors may take actions with which you disagree without first receiving shareholder approval. |
| · | We may be classified as a passive foreign investment company, which could result in adverse U.S. federal
income tax consequences to U.S. shareholders. |
Foreign Private Issuer Status
We are a foreign private issuer within the meaning
of the rules under the Exchange Act. As such, we are exempt from certain provisions applicable to United States domestic public companies.
For example:
| · | we are not required to provide as many Exchange Act reports, or as frequently, as a domestic public
company; |
| · | for interim reporting, we are permitted to comply solely with our home country requirements, which are
less rigorous than the rules that apply to domestic public companies; |
| · | we are not required to provide the same level of disclosure on certain issues, such as executive compensation; |
| · | we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures
of material information; |
| · | we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies,
consents or authorizations in respect of a security registered under the Exchange Act; and |
| · | we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public
reports of their share ownership and trading activities and establishing insider liability for profits realized from any “short-swing”
trading transaction. |
Principal Executive Office
Our principal executive office is located at Room 2205, 22/F, West Tower,
Shun Tal Centre, 168-200 Connaught Road Central, Sheung Wan, Hong Kong. Our telephone number at this address is +852-2810-7205. Our principal
website is www.chnr.net. Information contained on our websites is not part of this prospectus.
RECENT DEVELOPMENT
Sale of Precise Space-Time Technology Limited
On July 28, 2023, the Company entered into a SPA with Feishang
Group. Pursuant to the SPA, the Company agreed to sell 100% equity interest of PST Technology to Feishang Group, together with PST Technology’s
outstanding payable owed to the Company, for consideration of approximately RMB95,761,119 comprising: (i) RMB-34,197,300, the fair value
of 100% equity interest of PST Technology as determined by the independent valuation report dated July 28, 2023; (ii) RMB 129,958,419,
the book value of PST Technology’s outstanding payable owed to the Company.
PST Technology, through its wholly owned subsidiaries, owns a 51%
equity interest in Shanghai Onway and Shanghai Onway’s subsidiaries which are principally engaged in the development of rural wastewater
treatment technologies, the provision of equipment and materials for rural wastewater treatment, undertaking EPC and PPP projects in relation
to rural wastewater treatment, and the provision of consulting and professional technical services.
Management assesses the performance of operating segments based
on profit or loss before income tax in related periods. The manner of assessment is consistent with that applied in these financial statements.
As of June 30, 2023, the Company’s two reportable operating
segments are summarized below:
– Wastewater treatment segment, which was previously
operated by the Company through PST Technology, consists of sales of assembled equipment, provision of construction services and
participating in PPP projects as operator;
– Exploration and mining segment, which consists of the
exploration for lead, silver, lithium and other metals.
After PST Technology’s disposition, the Company will discontinue
the operation in wastewater treatment segment and continue engaging in the exploration and mining business.
| |
Wastewater treatment | | |
Exploration and mining | | |
Corporate activities | | |
Total | |
| |
| CNY | | |
| CNY | | |
| CNY | | |
| CNY | |
Six months ended June 30, 2023 (Unaudited) | |
| | | |
| | | |
| | | |
| | |
Revenues from external customers | |
| 12,216 | | |
| — | | |
| — | | |
| 12,216 | |
| |
| | | |
| | | |
| | | |
| | |
Segment profit (loss) before income tax | |
| 353 | | |
| (73 | ) | |
| (7,914 | ) | |
| (7,634 | ) |
| |
| | | |
| | | |
| | | |
| | |
Income tax expenses | |
| | | |
| | | |
| | | |
| (1,827 | ) |
| |
| | | |
| | | |
| | | |
| | |
Loss for the period | |
| | | |
| | | |
| | | |
| (9,461 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other items | |
| | | |
| | | |
| | | |
| | |
Depreciation of property, plant and equipment | |
| (103 | ) | |
| (2 | ) | |
| (1 | ) | |
| (106 | ) |
Depreciation of right of use assets | |
| (359 | ) | |
| — | | |
| (354 | ) | |
| (713 | ) |
Amortization of intangible assets | |
| (395 | ) | |
| — | | |
| — | | |
| (395 | ) |
Impairment (losses)/reversal on financial assets | |
| | | |
| | | |
| | | |
| | |
- Trade receivables | |
| (388 | ) | |
| — | | |
| — | | |
| (388 | ) |
- Contract assets | |
| (3,546 | ) | |
| — | | |
| — | | |
| (3,546 | ) |
- Other receivables | |
| — | | |
| — | | |
| (6,829 | ) | |
| (6,829 | ) |
Other income | |
| 142 | | |
| 500 | | |
| — | | |
| 642 | |
Fair value loss on financial instruments | |
| — | | |
| — | | |
| (86 | ) | |
| (86 | ) |
Finance costs | |
| (1,884 | ) | |
| (1 | ) | |
| (45 | ) | |
| (1,930 | ) |
Finance income | |
| 4,702 | | |
| — | | |
| 3,399 | | |
| 8,101 | |
| |
Wastewater treatment | | |
Exploration and mining | | |
Corporate activities | | |
Total | |
| |
| US$ | | |
| US$ | | |
| US$ | | |
| US$ | |
Six months ended June 30, 2023 (Unaudited) | |
| | | |
| | | |
| | | |
| | |
Revenues from external customers | |
| 1,684 | | |
| — | | |
| — | | |
| 1,684 | |
| |
| | | |
| | | |
| | | |
| | |
Segment profit(loss) before income tax | |
| 49 | | |
| (10 | ) | |
| (1,091 | ) | |
| (1,052 | ) |
| |
| | | |
| | | |
| | | |
| | |
Income tax expenses | |
| | | |
| | | |
| | | |
| (252 | ) |
| |
| | | |
| | | |
| | | |
| | |
Loss for the period | |
| | | |
| | | |
| | | |
| (1,304 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other items | |
| | | |
| | | |
| | | |
| | |
Depreciation of property, plant and equipment | |
| (14 | ) | |
| — | | |
| — | | |
| (14 | ) |
Depreciation of right of use assets | |
| (49 | ) | |
| — | | |
| (49 | ) | |
| (98 | ) |
Amortization of intangible assets | |
| (54 | ) | |
| — | | |
| — | | |
| (54 | ) |
Impairment (losses)/reversal on financial assets | |
| | | |
| | | |
| | | |
| | |
- Trade receivables | |
| (53 | ) | |
| — | | |
| — | | |
| (53 | ) |
- Contract assets | |
| (489 | ) | |
| — | | |
| — | | |
| (489 | ) |
- Other receivables | |
| — | | |
| — | | |
| (942 | ) | |
| (942 | ) |
Other income | |
| 20 | | |
| 69 | | |
| — | | |
| 89 | |
Fair value loss on financial instruments | |
| — | | |
| — | | |
| (12 | ) | |
| (12 | ) |
Finance costs | |
| (260 | ) | |
| — | | |
| (6 | ) | |
| (266 | ) |
Finance income | |
| 648 | | |
| — | | |
| 469 | | |
| 1,117 | |
|
|
|
|
|
|
|
|
THE OFFERING |
|
|
Issuer |
China Natural Resources, Inc. |
|
|
|
|
|
|
Common Shares Offered |
1,487,870 Common Shares, no par value per share. |
|
|
|
|
|
|
Concurrent Private Placement of Warrants |
In a concurrent private placement, warrants to initially purchase 1,115,903 Common Shares will be issued to the investors and warrants to initially purchase 74,394 Common Shares will be issued to the placement agent as part of their fee. Each warrant may be exercised at any time on or after the date of issuance until 42 months after the issuance of the warrants. Warrants to be issued to investors in the private placement shall have a per Common Share exercise price of $3.00, and warrants to be issued to the placement agent shall have a per Common Share exercise price of $2.20. A holder of the warrants also will have the right to exercise its warrants on a cashless basis if a registration statement or prospectus contained therein is not available for the resale of the Common Shares issuable upon exercise thereof. See “Description of Common Shares and Warrants – Warrants.” There are currently no warrants outstanding. |
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|
|
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|
Lock-up |
Each of our executive officers, directors, employees and holders of more than five percent (5%)
of our ordinary shares has agreed, subject to certain exceptions, not to sell, offer or otherwise dispose of or transfer, directly
or indirectly, any of our capital stock (including Common Shares) or any securities convertible into or exchangeable for our capital
stock, during a period commencing on the date of this prospectus supplement and ending 90 days after the closing of this offering.
For more information, see “Plan of Distribution” in this prospectus supplement. |
|
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|
|
|
|
Right of Participation |
We have agreed, subject to certain exceptions, to offer the buyers in this offering the right to participate in any future equity financing we conduct during the one year period following the closing of this offering, up to a maximum of 35% (in aggregate) of the securities being offered on the same terms and conditions. |
|
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Listing |
Our Common Shares have been listed on the Nasdaq Capital Market since November
22, 2004, under the symbol “CHNR.” From August 7, 1995 until November 22, 2004, our Common Shares were listed on the Nasdaq
Small Cap market under the symbol “CHRB.”
There is no established public trading market for the warrants, and we
do not expect a market to develop. In addition, we do not intend to apply to list the warrants on any securities exchange. |
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|
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|
Use of Proceeds |
We intend to use the net proceeds from the offering for general corporate purposes. See “Use of Proceeds.” |
|
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|
Risk Factors |
Before deciding to invest in our securities, you should carefully review under “Item 3.D. – Key Information – Risk Factors” in our 2022 Form 20-F, which is incorporated by reference herein, “Risk Factors” in this prospectus supplement and other information included and incorporated by reference in this prospectus supplement and the accompanying prospectus. |
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|
|
RISK FACTORS
Investing in the Common Shares involves risks. In consultation with
your own financial and legal advisors, you should consider carefully, among other matters, the supplemental risk factors set forth below
as well as the risk factors discussed under the caption under “Item 3.D. – Key Information – Risk Factors” in
our 2022 Form 20-F, which is incorporated herein by reference, before deciding whether an investment in the Common Shares is suitable
for you. See “Incorporation of Certain Information by Reference” in this prospectus supplement and in the accompanying prospectus.
In general, investing in the securities of issuers in emerging market countries such as the PRC involves certain risks not typically associated
with investing in securities of U.S. companies. The risks and uncertainties described below and in our 2019 Form 20-F are not the only
risks and uncertainties that we face. Additional risks and uncertainties that are unknown to us or that we currently think are immaterial
also may impair our business operations or the market price of the Common Shares. This prospectus supplement and the accompanying prospectus
also contain forward-looking statements that involve risks. Our actual results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including risks described in this prospectus supplement, the accompanying prospectus
and the documents incorporated by reference herein and therein.
RISKS RELATED TO THIS OFFERING
Since we have discretion
in how we use the proceeds from this offering, we may use the proceeds in ways with which you disagree.
We have not allocated
specific amounts of the net proceeds from this offering for any specific purpose. Accordingly, subject to any agreed upon contractual
restrictions under the terms of the securities purchase agreement, our management will have flexibility in applying the net proceeds of
this offering. You will be relying on the judgment of our management with regard to the use of these net proceeds, and subject to any
agreed upon contractual restrictions under the terms of the purchase agreement, you will not have the opportunity, as part of your investment
decision, to assess whether the proceeds are being used appropriately. It is possible that the net proceeds will be invested in a way
that does not yield a favorable, or any, return for us. The failure of our management to use such funds effectively could have a material
adverse effect on our business, financial condition, operating results and cash flow.
There is no minimum offering amount required to consummate this offering.
There is no minimum
offering amount which must be raised in order for us to consummate this offering. Accordingly, the amount of money raised may not be sufficient
for us to meet our business objectives. Moreover, if only a small amount of money is raised, all or substantially all of the offering
proceeds may be applied to cover the offering expenses and we will not otherwise benefit from the offering. In addition, because there
is no minimum offering amount required, investors will not be entitled to a return of their investment if we are unable to raise sufficient
proceeds to meet our business objectives.
You will experience immediate dilution in the book value per Common
Share of the Common Shares you purchase.
Because the price per share of our Common Shares being offered is substantially
higher than the book value per Common Share, you will suffer substantial dilution in the net tangible book value of the Common Shares
you purchase in this offering. After giving effect to the sale by us of 1,487,870 Common Shares in this offering, and based on a public
offering price of $2.20 per Common Share and a pro forma as adjusted net tangible book value per Common Share of $0.92 after this offering
as of June 30, 2023, without giving effect to the potential exercise of the warrants being offered in the concurrent private placement,
if you purchase securities in this offering, you will suffer immediate and substantial dilution $1.28 per Common Share in the net tangible
book value of the Common Shares purchased. See “Dilution” on page S-20 for a more detailed discussion of the dilution you
will incur in connection with this offering.
USE OF PROCEEDS
We estimate that the net proceeds that we will receive from this offering
will be approximately $3.27 million, excluding the proceeds, if any, from the exercise of warrants issued to investors in the concurrent
private placement and after deducting fees payable to the placement agent, as well as estimated expenses payable by us. We intend to use
the net proceeds from the offering for general corporate purposes.
CAPITALIZATION
The following table sets forth our cash, cash equivalents and financial
assets at fair value through profit or loss and capitalization as of June 30, 2023;
| · | On an as further adjusted basis considering sale by us of 100% equity interest of PST Technology
which included the 49% noncontrolling interest held by its wholly-owned subsidiaries in July 2023 and exercise of our outstanding
warrants, on a one-for-one basis, into 180,000 common shares in October 2023 and to further reflect the receipt of estimated net
proceeds from the sale of the Common Shares offered by us in this offering, after deducting placement agent fees and estimated
offering expenses payable by us, and without adjustment for the issuance of the warrants in the concurrent private placement or
without allocating a portion of net proceeds for the potential recognition of warrant liability, based on fair value, upon the
issuance of warrants in the concurrent private placement |
Other than these adjustments, there has been no material change in
our capitalization from debt or equity issuances, re-capitalization or dividends between June 30, 2023 and February 16, 2024. The table
below does not reflect the issuance of, cash that may be received upon exercise of, or shares that may be issued upon exercise of, the
warrants to be issued in the concurrent private placement, anticipated to be delivered on or about February 16, 2024.
You should read this information together with our financial statements
and the notes to those statements incorporated by reference into this prospectus supplement and the related prospectus.
June 30, 2023 (unaudited and unreviewed) (in thousands, except share data) |
|
Actual |
|
|
As Adjusted |
|
|
Actual |
|
|
As adjusted |
|
|
|
RMB |
|
|
RMB |
|
|
USD |
|
|
USD |
|
Cash, cash equivalents and financial assets at fair value through profit or loss |
|
|
32,209 |
|
|
|
51,264 |
|
|
|
4,440 |
|
|
|
7,067 |
|
Debt: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due to related companies |
|
|
6,117 |
|
|
|
6,117 |
|
|
|
843 |
|
|
|
843 |
|
Due to principal shareholder |
|
|
184,054 |
|
|
|
184,054 |
|
|
|
25,375 |
|
|
|
25,375 |
|
Lease liabilities |
|
|
1,309 |
|
|
|
1,309 |
|
|
|
182 |
|
|
|
182 |
|
Interest-bearing loans and borrowings |
|
|
3,500 |
|
|
|
3,500 |
|
|
|
483 |
|
|
|
483 |
|
Derivative financial liabilities |
|
|
958 |
|
|
|
958 |
|
|
|
132 |
|
|
|
132 |
|
Non-Current Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease liabilities |
|
|
1,073 |
|
|
|
1,073 |
|
|
|
148 |
|
|
|
148 |
|
Interest-bearing loans and borrowings |
|
|
69,000 |
|
|
|
69,000 |
|
|
|
9,513 |
|
|
|
9,513 |
|
Total Debt |
|
|
266,011 |
|
|
|
266,011 |
|
|
|
36,676 |
|
|
|
36,676 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Deficiency in assets) / Equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred shares, no par value per share, 10,000,000 shares authorized; 0 shares issued and outstanding actual, as adjusted and as further adjusted |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Common shares, no par value per share, 200,000,000 shares authorized; 8,197,897 shares issued and outstanding, actual; 9,865,767 shares issued and outstanding, as adjusted |
|
|
450,782 |
|
|
|
468,879 |
|
|
|
62,146 |
|
|
|
64,641 |
|
Other capital reserves |
|
|
735,319 |
|
|
|
736,277 |
|
|
|
101,374 |
|
|
|
101,506 |
|
Accumulated losses |
|
|
-1,119,752 |
|
|
|
-1,119,752 |
|
|
|
-154,374 |
|
|
|
-154,374 |
|
Other comprehensive losses |
|
|
-9,704 |
|
|
|
-9,704 |
|
|
|
-1,340 |
|
|
|
-1,340 |
|
Non-controlling interests |
|
|
110,961 |
|
|
|
- |
|
|
|
15,298 |
|
|
|
- |
|
Total (deficiency in assets)/equity |
|
|
167,606 |
|
|
|
75,700 |
|
|
|
23,104 |
|
|
|
10,433 |
|
Total capitalization |
|
|
167,606 |
|
|
|
75,700 |
|
|
|
23,104 |
|
|
|
10,433 |
|
The number of Common Shares to be outstanding immediately after the
offering is based on 9,865,767 Common Shares outstanding as of February 16, 2024. The above table does not include any potential proceeds
from the exercise of the warrants being issued in the concurrent private placement or the placement agent warrants.
DILUTION
At June 30, 2023, we had a net tangible book value of $20.49 million, corresponding
to a net tangible book value of $2.50 per Common Share. Net tangible book value per share represents the amount of our total consolidated
assets, less the amount of our intangible assets, our total consolidated liabilities, divided by the total number of our common shares
outstanding at June 30, 2023.
Without taking into account any other changes in net tangible book value
after June 30, 2023, other than to give effect to (i) the sale by us of 100% equity interest of PST Technology which included the 49%
noncontrolling interest held by its wholly-owned subsidiaries in July 2023, (ii) exercise of our outstanding warrants, on a one-for-one
basis, into 180,000 common shares in October 2023, and (iii) the sale by us of 1,487,870 Common Shares in this offering at an offering
price of $2.20 per Common Share, but excluding the proceeds, if any, from the exercise of the warrants issued in the concurrent private
placement and placement agent warrants, and after deducting the estimated placement agent fees and estimated offering expenses payable
by us of $0.65 million, our estimated net tangible book value at June 30, 2023 would have been approximately $9.10 million, representing
$0.92 per Common Share. This represents an immediate increase in the net tangible book value of $0.15 per Common Share to existing shareholders
and an immediate dilution in net tangible book value of $1.28 per Common Share to new investors purchasing Common Shares in this offering.
Dilution for this purpose represents the difference between the price per Common Share paid by these purchasers and net tangible book
value per Common Share immediately after the completion of this offering.
The following table illustrates this dilution to new investors purchasing
Common Shares in this offering:
|
|
|
|
|
|
|
|
|
|
|
Per Common Share
(in $) |
|
|
Per Common Share
(in $) |
|
Offering price per share |
|
|
|
|
|
|
2.20 |
|
Historical net tangible book value per Common Share as of June 30, 2023 |
|
|
2.50 |
|
|
|
|
|
(Decrease) in net tangible book value per Common Share after giving effect to the sale of noncontrolling interest held by the disposed PST Technology in July 2023 and exercise of warrants in October 2023 |
|
|
(1.73) |
|
|
|
|
|
Increase in net tangible book value per Common Share attributable to this offering |
|
|
0.15 |
|
|
|
|
|
Pro forma as adjusted net tangible book value per Common Share after giving effect to the sale of noncontrolling interest held by the disposed PST Technology in July 2023, exercise of warrants in October 2023 and this offering |
|
|
|
|
|
|
0.92 |
|
Dilution per Common Share to new investors participating in this offering |
|
|
|
|
|
|
1.28 |
|
The above discussion and table does not include 1,115,903 Common Shares
issuable upon the exercise of the warrants issued to purchasers in the concurrent private placement at an exercise price of $3.00 per
share or 74,394 Common Shares issuable upon the exercise of the warrants privately placed with the placement agent at an exercise price
of $2.20 per share.
The above table does not include the impact of potential recognition of
warrant liability, based on fair value by allocating a portion of net proceeds upon the issuance of warrants in the concurrent private
placement.
DESCRIPTION OF COMMON SHARES AND WARRANTS
Common Shares
For a description of the Common Shares being offered hereby, please
see “Description of Share Capital – Common Shares” in the accompanying prospectus.
Warrants
The material terms and provisions of the warrants being issued
to the investors in the private placement and to the placement agent (with some exceptions noted below) are summarized below. The form
of warrant to be issued to the investors and the form of warrant to be issued to the placement agent will be filed as exhibits to a Report
of Foreign Private Issuer on Form 6-K with the SEC in connection with this offering.
The warrants to be issued to the investors will have an exercise price
of $3.00 per Common Share. The warrants are exercisable on or after the date of issuance and will terminate 42 months from the date of
issuance. The warrant issuable to the placement agent shall generally be on the same terms and conditions as the warrants sold in the
private placement. The exercise price and number of Common Shares issuable upon exercise is subject to appropriate adjustment upon the
occurrence of certain events, including, but not limited to, stock dividends or splits, business combination, sale of assets, similar
recapitalization transactions or other similar transactions. In addition, the exercise price of the warrants, excluding the placement
agent warrants, is subject to an adjustment in the event that we issue Common Shares for less than the applicable exercise price of the
warrant. Holders of the warrants will be eligible to participate in distributions to holders of the Common Shares to the same extent as
if they had exercised their warrants prior to such distribution.
There is no established public trading market for the warrants, and
we do not expect a market to develop. We do not intend to apply to list the warrants on any securities exchange. Without an active market,
the liquidity of the warrants will be limited.
Holders of the warrants may exercise their warrants to purchase Common
Shares on or before the termination date by delivering an exercise notice, appropriately completed and duly signed. Following each exercise
of the warrants, the holder is required to pay the exercise price for the number of Common Shares for which the warrant is being exercised
in cash. A holder of the warrants also will have the right to exercise its warrants on a cashless basis if the registration statement
or prospectus contained therein is not available for the resale of the Common Shares issuable upon exercise thereof. Warrants may be exercised,
in whole or in part, and any portion of a warrant not exercised prior to the termination date shall be and become void and of no value.
The absence of an effective registration statement or applicable exemption from registration does not alleviate our obligation to deliver
Common Shares issuable upon exercise of a warrant.
Upon the holder’s exercise of a warrant, we will issue the Common
Shares issuable upon exercise of the warrant within two trading days of our receipt of notice of exercise, subject to receipt of payment
of the aggregate exercise price therefor.
The Common Shares issuable on exercise of the warrants are duly and
validly authorized and will be, when issued, delivered and paid for in accordance with the warrants, validly issued and fully paid and
non-assessable.
If, at any time a warrant is outstanding, we consummate any fundamental
transaction, as described in the warrants and generally including any consolidation or merger into another corporation, or the sale of
all or substantially all of our assets, or other transaction in which our Common Shares is converted into or exchanged for other securities
or other consideration, the holder of any warrants will thereafter receive, the securities or other consideration to which a holder of
the number of Common Shares then deliverable upon the exercise or exchange of such warrants would have been entitled upon such consolidation
or merger or other transaction. Additionally, in the event of a fundamental transaction, each warrant holder will have the right to require
us, or our successor, to repurchase the warrants for an amount equal to the Black-Scholes value of the remaining unexercised portion of
the warrant on the terms set forth in the warrant.
The exercisability of the warrants may be limited in certain circumstances
if, after giving effect to such exercise, the holder or any of its affiliates would beneficially own (as determined pursuant to Section
13(d) of the Exchange Act, and the rules and regulations promulgated thereunder) more than 4.99% or 9.99% of our Common Shares, at the
election of the holder.
THE HOLDER OF A WARRANT WILL NOT POSSESS ANY RIGHTS AS A HOLDER OF
A COMMON SHARE UNDER THAT WARRANT, OTHER THAN THE RECEIPT OF DISTRIBUTIONS AS DESCRIBED ABOVE, UNTIL THE HOLDER EXERCISES THE WARRANT.
THE WARRANTS MAY BE TRANSFERRED INDEPENDENT OF THE COMMON SHARES WITH WHICH THEY WERE ISSUED, SUBJECT TO APPLICABLE LAWS.
PLAN OF DISTRIBUTION
Pursuant to a placement agency agreement dated February 16, 2024, we engaged
FT Global Capital, Inc. (the “Placement Agent”) to act as our placement agent on a reasonable best-efforts basis in connection
with this offering and private placement of our securities pursuant to this prospectus supplement and accompanying prospectus. The Agreement
is attached as an exhibit to our Report of Foreign Private Issuer on Form 6-K filed with the SEC in connection with this offering. The
Placement Agent is not purchasing or selling any such securities, nor is it required to arrange for the purchase and sale of any specific
number or dollar amount of such securities, other than to use its “reasonable best efforts,” to arrange for the sale of such
securities by us. The terms of this offering are subject to market conditions and negotiations between us, the Placement Agent, and prospective
investors. The placement agency agreement does not give rise to any commitment by the Placement Agent to purchase any of our securities,
and the Placement Agent will have no authority to bind us by virtue of the placement agency agreement. Further, the Placement Agent does
not guarantee that it will be able to raise new capital in any prospective offering. There is no requirement that any minimum number of
securities or dollar amount of securities be sold in this offering and there can be no assurance that we will sell all or any of the securities
being offered. As described below, we entered into a purchase agreement directly with each investor in connection with this offering and
we may not sell the entire amount of securities offered pursuant to this prospectus supplement.
The Placement Agent may engage sub-agents or selected dealers to assist
with this offering.
We entered into a Securities Purchase Agreement with the purchasers purchasing
the securities being issued pursuant to this offering and the concurrent private placement. The form of the Securities Purchase Agreement
is attached as an exhibit to our Report of Foreign Private Issuer on Form 6-K filed with the SEC in connection with this offering. The
closing of this offering and the private placement will take place on or before February 21, 2024, and the following will occur: (1) we
will receive funds in the amount of the aggregate purchase price; (2) the Placement Agent will receive the placement agent fees in accordance
with the terms of the Agreement; and (3) we will deliver the Common Shares and warrants.
Commissions and Offering Expenses
Upon the closing of this offering and the private placement, we have agreed
to pay the Placement Agent a cash fee equal to 8% of the aggregate purchase price of the Common Shares sold under this prospectus supplement
and the accompanying warrants sold in the concurrent private placement. We have also agreed to reimburse the Placement Agent for certain
due diligence or related expenses, up to $40,000 and for its legal expense, up to $50,000.
Placement Agent Warrants
We have agreed to issue to the Placement Agent a warrant to purchase 74,394
Common Shares, or 5% of the aggregate number of Common Shares sold in this offering. The Placement Agent warrants have an exercise price
of $2.20, are exercisable for 42 months, and will have substantially the same terms as the warrants being issued to the investors in this
offering. Pursuant to FINRA Rule 5110(e), the placement agent warrants and any Common Shares issued upon exercise
of the placement agent warrants shall not be sold, transferred, assigned, pledged, or hypothecated, or be the subject
of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities
by any person for a period of 180 days immediately following the date of commencement of sales of this offering, except the transfer of
any security: (i) by operation of law or by reason of reorganization of the issuer; (ii) to any FINRA member firm participating in the
offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the
lock-up restriction set forth above for the remainder of the time period; (iii) if the aggregate amount of our securities held by the
Representative or related persons does not exceed 1% of the securities being offered; (iv) that is beneficially owned on a pro-rata basis
by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund
and the participating members in the aggregate do not own more than 10% of the equity in the fund; (v) the exercise or conversion of any
security, if all securities remain subject to the lock-up restriction set forth above for the remainder of the time period; (vi) if we
meet the registration requirements of Forms S-3, F-3 or F-10; or (vii) back to us in a transaction exempt from registration with the SEC.
Tail Fee
We have also agreed to an 12-month tail fee equal to the cash and warrant
compensation in this offering if any investor to whom the Placement Agent introduced us with respect to this offering during the term
of its engagement, or any investor that participated in the offering, provides us with further capital during such 12-month period following
termination of our engagement with the Placement Agent.
Right of First Refusal
We have also granted to the Placement Agent the right of first refusal
for a period of 12 months from the expiration of the term of the placement agency agreement to act as lead and book running manager or
minimally co-lead manager and co-book runner and/or co-lead placement agent with no less than 80% of the economics, for any and all future
public or private equity, equity-linked or debt (excluding commercial bank debt) offerings, whether with or without or through an underwriter,
placement agent or broker-dealer and whether pursuant to registration under the Securities Act or otherwise, during such 12 month period.
The Company and any such Subsidiary or successor will consult the Placement Agent with regard to any such proposed financing. If the Placement
Agent fails to accept such offer within 3 business days after the provision of a notice containing the material terms of the proposed
financing proposal, then the Placement Agent shall have no further claim or right with respect to the financing proposal contained in
such notice. If, however, the terms of such financing proposal are subsequently modified in any material respect, the irrevocable right
referred to herein shall apply to such modified proposal as if the original proposal had not been made. If the Placement Agent decides
to accept any such engagement, the agreement governing such engagement will contain, among other things, provisions for reasonable and
customary fees for transactions of similar size and nature; provided, however, that in no event shall the Placement Agent’s fee
be no less than the fee set forth in the placement agency agreement.
Indemnification
We have agreed to indemnify the Placement Agent and specified other persons
against certain liabilities relating to or arising out of the Placement Agent’s activities under the Agreement and to contribute
to payments that the Placement Agent may be required to make in respect of such liabilities.
Lock-Up Agreements
In connection with this offering, each of our executive officers, directors,
employees and holders of more than five percent (5%) of our ordinary shares has agreed, subject to certain exceptions set forth in the
lock-up agreements, not to sell, offer, agree to sell, contract to sell, hypothecate, pledge, grant any option to purchase, make any short
sale of, or otherwise dispose of, directly or indirectly, any ordinary shares, or any securities convertible into or exercisable or exchangeable
for ordinary shares, for 90 days following the date of the lock-up agreements.
Securities Issuance Standstill
In addition, we have agreed that we will not issue, enter into any agreement
to issue or announce the issuance or proposed issuance of any ordinary shares or any securities which would entitle the holder thereof
to acquire at any time ordinary shares, during the 60-day period from the date of this prospectus, subject to certain exemptions. We have
also agreed that we will not, during the 60-day period from the date of this prospectus, effectuate or enter into an agreement to effect
any issuance of ordinary shares or any securities which would entitle the holder thereof to acquire at any time ordinary shares (or a
combination of units thereof) involving, among others, transactions in which without the prior written consent of the Placement Agent
(i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any
option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of
the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or
cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company
or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, other than pursuant to a
registration statement on Form S-8 for employee benefit plans or amendment(s) to the registration statement on Form F-3 filed by the Company
on February 10, 2023; whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of capital
stock of the Company or such other securities, in cash or otherwise; or (iii) publicly announce an intention to effect any transaction
specified in clause (i) or (ii).
Listing
Our common shares have been listed on the Nasdaq Capital Market since 1986.
Our common shares trade under the symbol “CHNR.” There is no established public trading market for the warrants, and we do
not plan to list the warrants on the Nasdaq Capital Market or any other securities exchange or trading market. Without an active trading
market, the liquidity of the warrants will be limited.
Regulation M
The placement agents may be deemed to be underwriters within the meaning
of Section 2(a)(11) of the Securities Act and any fees received by them and any profit realized on the sale of the securities by them
while acting as principal might be deemed to be underwriting commissions under the Securities Act. The placement agents will be required
to comply with the requirements of the Securities Act and the Exchange Act including, without limitation, Rule 10b-5 and Regulation M
under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of the securities by the placement agents.
Under these rules and regulations, the placement agents may not (i) engage in any stabilization activity in connection with our securities;
and (ii) bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted
under the Exchange Act, until they have completed their participation in the distribution.
Electronic Offer, Sale and Distribution of Securities
A prospectus in electronic format
may be made available on the websites maintained by the placement agent, if any, participating in this offering and the placement agent
may distribute prospectuses electronically. Other than the prospectus in electronic format, the information on these websites is not part
of this prospectus or the registration statement of which this prospectus forms a part, has not been approved or endorsed by us or the
placement agent, and should not be relied upon by investors.
Other Relationships
From time to time, the Placement Agent may provide, various advisory, investment
and commercial banking and other services to us in the ordinary course of business, for which it may receive customary fees and commissions.
However, except as disclosed in this prospectus, we have no present arrangements with the placement agent for any services.
Selling Restrictions
No action may be taken in any jurisdiction other than the United States
that would permit a public offering of the Securities or the possession, circulation or distribution of this prospectus in any jurisdiction
where action for that purpose is required. The common shares offered by this prospectus may not be offered or sold, directly or indirectly,
nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such shares be distributed
or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations
of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions
relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation
of an offer to buy any common shares offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.
LEGAL MATTERS
Certain legal matters with respect to BVI law will be passed upon for us
by our BVI counsel, Maples and Calder (Hong Kong) LLP. Certain legal matters with respect to United States and New York law will be passed
upon for us by Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP. Certain legal matters will be passed on for the placement
agent by Sheppard Mullin, Richter & Hampton LLP.
EXPERTS
The consolidated financial statements of China Natural Resources, Inc.
appearing in China Natural Resources, Inc.’s Annual Report on Form 20-F for the year ended December 31, 2022 have been audited by
Ernst & Young Hua Ming LLP, independent registered public accounting firm, as set forth in their report thereon, included therein,
and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such
report given on the authority of such firm as experts in accounting and auditing.
1,487,870 COMMON
SHARES
![[chnr_424b5004.gif]](https://www.sec.gov/Archives/edgar/data/793628/000107997324000288/image_003.gif)
CHINA NATURAL RESOURCES, INC.
PROSPECTUS SUPPLEMENT
PLACEMENT
AGENT
FT GLOBAL
CAPITAL, INC.
CHINA
NATURAL RESOURCES, INC.
$92,674,000
Common
Shares, Preferred Shares, Debt Securities, Warrants, and Units
China
Natural Resources, Inc. (“we,” “us,” “our,” or the “Company”) may offer and sell from
time to time any combination of our common shares, no par value (“common shares”), preferred shares, no par value (“preferred
shares”), debt securities, and warrants, either individually or in units up to an aggregate initial offering price of $92,674,000.
We may also offer common shares upon conversion of preferred shares, common shares or preferred shares upon conversion of debt securities,
or common shares, preferred shares or debt securities upon the exercise of warrants. Our common shares are listed on the
Nasdaq Capital Market (“Nasdaq”) under the symbol “CHNR.”
This prospectus describes
some of the general terms that may apply to the securities and the general manner in which they may be offered. Each time we sell securities,
we will provide a prospectus supplement that will contain specific information about the terms of the securities we are offering and the
specific manner in which we will offer the securities. The net proceeds we expect to receive from any such sale will also be included
in the applicable prospectus supplement. The prospectus supplement may add to, update or change the information in this prospectus. You
should read this prospectus and any prospectus supplement carefully before you invest in our securities. This prospectus may not be
used to sell securities unless accompanied by the applicable prospectus supplement.
We may offer and sell
the securities directly to or through one or more underwriters, dealers, agents, or directly to purchasers, or through any combination
of these methods. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable
purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information
set forth, in the applicable prospectus supplement.
The
amount of securities that we may sell under this prospectus during any 12-month period is limited by General Instruction I.B.5. of Form
F-3 to one-third of the aggregate market value of our outstanding voting and non-voting common equity held by non-affiliates (our “Public
Float”). The aggregate market value of our Public Float as of February 2, 2023, was $9,102,960.72 (calculated by
multiplying the 13,408,397 shares in our Public Float by the $0.6789 closing price of our common shares on such date).
During the period of 12 calendar months immediately prior to and including the date of this prospectus, we did not offer any securities
pursuant to General Instruction I.B.5.
We are not a Chinese
operating company but a British Virgin Islands (“BVI”) holding company with operations conducted by our subsidiaries established
in the People’s Republic of China (for purposes of this prospectus only, and excluding Taiwan, Hong Kong and Macao, “China”
or the “PRC”), and which owns equity interests, directly or indirectly, of the operating subsidiaries. Investors are cautioned
that you are not buying shares of a China-based operating company but instead are buying shares of a BVI holding company with operations
conducted by its subsidiaries. We are subject to legal and operational risks associated with being
based in the PRC and Hong Kong and having all of our operations in the PRC, discussed in greater detail below. The Chinese government
may intervene in or influence the operation of PRC subsidiaries and exercise significant oversight and discretion over the conduct of
their business or may exert more control over offerings conducted overseas by, and/or foreign investment in, China-based issuers, which
could result in a material change in our operations and/or the value of our common shares. Further, rules and regulations in China can
change quickly with little advance notice, and any actions by the Chinese government to exert more oversight and control over offerings
that are conducted overseas by, and/or foreign investment in, China-based issuers could significantly limit or completely hinder our
ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.
The legal and operational risks associated with being based in and having operations in mainland China also apply to operations in Hong
Kong and Macau. While entities and businesses in Hong Kong and Macau operate under different sets of laws from mainland China, the legal
risks associated with being based in and having operations in mainland China could apply to a company’s operations in Hong Kong
and Macau, if the laws applicable to mainland China become applicable to entities and business in Hong Kong and Macau in the future.
We currently do not have material operations in Hong Kong or Macau. It is management’s understanding that there are no
restrictions, limitations, rules, or regulations under Hong Kong law that are commensurate to those of the PRC with respect to (i) payment
of dividends and other distributions from the Company’s subsidiaries to the Company, (ii) currency conversion that may affect payment
of dividends or foreign currency denominated obligations, (iii) offshore financing activities, (iv) anti-monopoly laws, or (v) data protection
and cybersecurity, that have impacted or may impact the Company’s ability to conduct its business, accept foreign investments,
or list on a U.S. or other exchange.
The
PRC government has recently initiated a series of regulatory actions and public statements on the regulation of business operations in
China, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed
overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. There
have not yet been comparable developments in Hong Kong, but such developments may occur. Since these statements and regulatory actions
by the PRC government are relatively newly published and official guidance and related implementation rules have not been issued, it is
highly uncertain what potential impacts such modified or new laws and regulations will have on our daily business operations, ability
to accept foreign investments, or maintain our listing on the Nasdaq or list on another U.S. or foreign exchange, although they have had
no impacts to date. The Standing Committee of the PRC National People’s Congress or other PRC regulatory authorities may in the
future promulgate laws, regulations or implementing rules that require our company or any of our subsidiaries to obtain regulatory approval
from Chinese authorities before offering securities in the U.S. Any future Chinese, U.S., BVI or other laws, rules and regulations that
place restrictions on capital raising or other activities by companies with extensive operations in China could adversely affect our business
and results of operations. See “Risk Factors – Risks Relating to Our PRC Operations and Doing Business in the PRC” beginning
on page 9 for a detailed description of various risks related to doing business in China and other information that should be considered
before making a decision to purchase any of our securities.
The
Public Company Accounting Oversight Board (“PCAOB”) may determine that it is unable to inspect our auditor in relation to
its audit work to its satisfaction, and our common shares may be prohibited from trading in the United States under the Holding Foreign
Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023, (“HFCAA”) if the PCAOB is unable
to inspect or fully investigate our auditor for two consecutive years. Our independent auditor, Ernst & Young Hua Ming LLP, was subject
to the determinations announced by the PCAOB on December 16, 2021 that it was unable to inspect or investigate completely PCAOB-registered
public accounting firms headquartered in mainland China and in Hong Kong. We were identified by
the Securities and Exchange Commission (“SEC”) in its “conclusive list of issuers identified under the HFCAA,”
indicating that we were among those companies formally subject to the delisting provisions of the HFCAA (a “Commission-Identified
Issuer”). The PCAOB, the China Securities Regulatory Commission (“CSRC”) and PRC Ministry of Finance entered into
a Statement of Protocol on August 26, 2022, designed to allow the PCAOB to fully investigate auditors located in China. On December 15, 2022,
the PCAOB issued a report vacating the previous determinations dated December 16, 2021. Accordingly, until such time as
the PCAOB issues any new determination, we are not at risk of having our securities subject to a trading prohibition under the HFCAA
because we do not expect to be identified as a Commission-Identified Issuer for a second consecutive year. If in the future the PCAOB
determines it no longer can inspect or investigate completely our auditor because of a position taken by an authority in the PRC,
the PCAOB will consider issuing a new determination.
Transfers of Cash
and Assets Between Our Company and Our Subsidiaries
Cash
and asset transfers through the Company and our subsidiaries are primarily attributed to shareholder loans from us to our subsidiaries.
Under PRC laws and regulations, we are subject to some restrictions on intercompany fund transfers and foreign exchange controls.
Our subsidiaries receive substantially all revenue in Renminbi (“RMB”), and the PRC or Hong Kong governments could
prevent the RMB maintained in the PRC or Hong Kong from leaving, impose controls on its conversion into foreign currencies, restrict
deployment of the RMB into the business of our subsidiaries and restrict the ability to pay dividends. As of the date of this prospectus,
there are no restrictions or limitations imposed by the Hong Kong government on the transfer of capital within, into and out of Hong
Kong (including funds from Hong Kong to the PRC), except for the transfer of funds involving money laundering and criminal activities.
However, there is no guarantee that the Hong Kong government will not promulgate new laws or regulations that may impose such restrictions
in the future. To the extent cash in the business is in the PRC or Hong Kong or our PRC or Hong Kong entities, the funds may not be available
to fund operations or for other use outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations
on the ability of us or our subsidiaries by the PRC or Hong Kong governments to transfer cash. We cannot assure you that the PRC
or Hong Kong governments will not intervene in or impose restrictions on our ability to make intercompany cash transfers.
All
cash or asset transfers between us and our subsidiaries during the three years ended December 31, 2021, are set forth in the table below.
There were no cash or asset transfers between us and our subsidiaries during the six months ended June 30, 2022. The purpose of the outbound
transfers, in the form of shareholder loans, was to pay off the subsidiaries’ expenses. The purpose of the inbound transfers, in
the form of loan repayments, was to centralize the treasury function of the Company and our subsidiaries. There are no fixed repayment
terms and no tax implication for these transfers. We did not make any capital contributions to, or receive any dividends from, our subsidiaries
during these periods. No transfers, dividends or distributions have been made to investors during these periods. PRC laws and
regulations may restrict our ability to make dividends and distributions to investors, including U.S. investors. For more information,
see “Risk Factors – Risks Relating to Our PRC Operations and Doing Business in the PRC – Our PRC subsidiaries are subject
to restrictions on paying dividends and making other payments to us,” on page 11.
| |
| |
Year ended December 31, | | |
Six Months ended June 30, | |
| |
| |
2019 | | |
2020 | | |
2021 | | |
2021 | | |
2022 | | |
2022 | |
Transferor | |
Transferee | |
HK$ | | |
HK$ | | |
HK$ | | |
US$ | | |
HK$ | | |
US$ | |
Outbound Transfers |
China Natural Resources, Inc. | |
Feishang Mining | |
| — | | |
| — | | |
| 50,000 | | |
| 6,410 | | |
| — | | |
| — | |
| |
China Coal | |
| 8,000 | | |
| 8,000 | | |
| 8,000 | | |
| 1,026 | | |
| — | | |
| — | |
| |
Feishang Yongfu | |
| 8,000 | | |
| 8,000 | | |
| 8,000 | | |
| 1,026 | | |
| — | | |
| — | |
| |
Feishang Dayun | |
| 8,000 | | |
| 8,000 | | |
| 8,000 | | |
| 1,026 | | |
| — | | |
| — | |
| |
Total | |
| 24,000 | | |
| 24,000 | | |
| 74,000 | | |
| 9,488 | | |
| — | | |
| — | |
Inbound Transfers |
Feishang Mining | |
China Natural Resources, Inc. | |
| — | | |
| 150,000 | | |
| — | | |
| — | | |
| — | | |
| — | |
China Coal | |
| |
| — | | |
| 30,000 | | |
| — | | |
| — | | |
| — | | |
| — | |
Feishang Yongfu | |
| |
| — | | |
| 50,000 | | |
| 30,000 | | |
| 3,846 | | |
| — | | |
| — | |
Feishang Dayun | |
| |
| — | | |
| 50,000 | | |
| 30,000 | | |
| 3,846 | | |
| — | | |
| — | |
| |
Total | |
| — | | |
| 280,000 | | |
| 60,000 | | |
| 7,692 | | |
| — | | |
| — | |
Investing in our securities
involves a high degree of risk. See “Risk Factors” beginning on page 9 of this prospectus and in the documents that we file
with the SEC that are incorporated into this prospectus by reference, and the risks we describe in any accompanying supplement, for factors
you should consider before buying our securities.
Neither
the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful
or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is ____________________.
Table
of Contents
ABOUT THIS
PROSPECTUS
In this prospectus, unless
the context otherwise requires, “CHNR,” the “Company,” “we,” “us,” and “our”
are references to China Natural Resources, Inc. and its consolidated subsidiaries.
This prospectus is part of
a registration statement on Form F-3 that we filed with the SEC utilizing a “shelf” registration process. Under the shelf
registration process, subject to certain limitations depending on the market value of our Public Float, we may issue and sell any combination
of the securities described in this prospectus, for cash, in one or more offerings with a maximum offering price of up to $92,674,000.
This prospectus provides you
with a general description of the securities we may offer. Each time we offer securities, we will provide a prospectus supplement that
will contain specific information about the terms of the offering. A prospectus supplement may include a discussion of risks or other
special considerations applicable to us or the securities being offered. A prospectus supplement may also add, update or change information
contained in this prospectus. If there is any inconsistency between the information in this prospectus and any related prospectus supplement,
you must rely on the information in the prospectus supplement. Please carefully read both this prospectus and any related prospectus supplement
in their entirety together with additional information described under the heading “Where You Can Find More Information” in
this prospectus. This prospectus may not be used to sell any securities unless accompanied by a prospectus supplement.
We have not authorized anyone
to provide you with information different from that contained or incorporated by reference in this prospectus or any accompanying prospectus
supplement, and we take no responsibility for any information that others may give you. This prospectus is not an offer to sell, nor is
it a solicitation of any offer to buy, these securities in any jurisdiction where the offer or sale is not permitted. You should not assume
that the information contained in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front
cover of those documents, or that information contained in any document incorporated by reference is accurate as of any date other than
the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of a security. Our
business, financial condition, results of operations and prospects may have changed since those dates.
CAUTIONARY
STATEMENT ON FORWARD LOOKING INFORMATION
This prospectus contains statements
that constitute forward-looking statements within the meaning of the U.S. federal securities laws. Any statements contained herein that
are not statements of historical fact may be deemed to be forward-looking statements. For example, words such as “may,” “will,”
“should,” “estimates,” “predicts,” “possible,” “potential,” “continue,”
“strategy,” “believes,” “anticipates,” “plans,” “expects,” “intends,”
and similar expressions are intended to identify forward-looking statements. These statements appear in a number of places in this prospectus
and include, without limitation, statements regarding the belief and current expectations of the Company, its directors or its officers
with respect to the Company’s policies regarding its business development, investments, dispositions, financings, conflicts of interest
and trends affecting the Company’s financial condition or results of operations. Forward-looking statements are not a guarantee
of future performance and involve risks and uncertainties. Actual results may differ materially from those in the forward-looking statements
as a result of various factors. Among the risks and uncertainties that could cause our actual results to differ from our forward-looking
statements are:
| · | uncertainties regarding governmental, economic and political circumstances in the PRC; |
| · | the impact on the Company’s financial position, growth potential and business of an investment in
the wastewater treatment sector of the PRC generally and in Precise Space-Time Technology Limited (“PST Technology”) and Shanghai
Onway Environmental Development Co., Limited (“Shanghai Onway”) specifically; |
| · | the experience, supply chain and customer relationships and market insights of the PST Technology team; |
| · | uncertainties regarding our ability to successfully operate and compete within the wastewater treatment
industry in the PRC; |
| · | the growth potential of the wastewater treatment and environmental protection industries in the PRC; |
| · | our ability to successfully integrate the operations of PST Technology and realize the expected benefits
of its acquisition; |
| · | possible downturns in the PRC wastewater treatment industry or other sectors that the Company may invest
in; |
| · | uncertainties related to the Company’s ability to identify potential partners or acquisition targets
as it considers strategic alternatives, including in the healthcare and other non-natural resources sectors; |
| · | uncertainties associated with metal price volatility; |
| · | uncertainties concerning the viability of mining and estimates of reserves at the Company’s Wulatehouqi
Moruogu Tong Mine (the “Moruogu Tong Mine”) in Inner Mongolia; |
| · | uncertainties regarding our ability to acquire a mining permit and to extract mineral reserves located
in the Moruogu Tong Mine in an economically feasible manner; |
| · | uncertainties related to our ability to fund operations and capital expenditures; |
| · | uncertainties related to geopolitical events and conflicts, such as the conflict between Russia and Ukraine; |
| · | uncertainties regarding the impact of the COVID-19 pandemic on domestic PRC and global economic conditions,
demand for the mineral reserves that we may locate or extract, our workforce, whether due to illness or restrictions on movement, and
on the price of our securities; |
| · | uncertainties related to possible future increases in operating expenses; |
| · | the fluctuations of interest rates and foreign exchange rates; |
| · | the results of the next assessment by the Staff of the Nasdaq Listing Qualifications department of the
Company’s compliance with the Nasdaq Listing Rules; |
| · | uncertainties
related to the political situation between the PRC and the United States, the ability of
the PCAOB to continue to inspect auditors located in the PRC, the implementation by
the SEC of more stringent disclosure and/or other requirements for companies located in the
PRC, potential negative impacts on companies with operations in the PRC that are listed on
exchanges in the United States, and increasing regulation by PRC government agencies of companies
located in the PRC but listed elsewhere; and |
| · | other risks detailed from time to time in the Company’s filings with the SEC, including without
limitation the information set forth in “Item 3. Key Information – 3.D. Risk Factors” in our annual report on Form 20-F
for the fiscal year ended December 31, 2021 (the “2021 Annual Report”). |
PROSPECTUS SUMMARY
We are not a Chinese operating
company but a BVI holding company with operations conducted by our subsidiaries established in the PRC, and which owns the equity interests,
directly or indirectly, of our operating subsidiaries. See “Organizational Structure” on page 4 for further information regarding
our subsidiaries’ names, places of incorporation, and equity ownership. Investors are cautioned that you are not buying shares
of a China-based operating company but instead are buying shares of a BVI holding company with operations conducted by its subsidiaries.
We are subject to legal and operational risks associated with being based in the PRC and Hong Kong and having all of our operations in
the PRC, discussed in greater detail below. The Chinese government may intervene in or influence the operation of our PRC subsidiaries
and exercise significant oversight and discretion over the conduct of their business or may exert more control over offerings conducted
overseas by and/or foreign investment in China-based issuers, which could result in a material change in our operations and/or the value
of our common shares or other securities. Further, rules and regulations in China can change quickly with little advance notice, and
any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas by and/or foreign
investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless. The
legal and operational risks associated with being based in and having operations in mainland China also apply to operations in Hong Kong
and Macau. While entities and businesses in Hong Kong and Macau operate under different sets of laws from mainland China, the legal risks
associated with being based in and having operations in mainland China could apply to a company’s operations in Hong Kong and Macau,
if the laws applicable to mainland China become applicable to entities and business in Hong Kong and Macau in the future. We currently
do not have material operations in Hong Kong or Macau. It is management’s understanding that there are no restrictions, limitations,
rules, or regulations under Hong Kong law that are commensurate to those of the PRC with respect to (i) payment of dividends and other
distributions from the Company’s subsidiaries to the Company, (ii) currency conversion that may affect payment of dividends or
foreign currency denominated obligations, (iii) offshore financing activities, (iv) anti-monopoly laws, or (v) data protection and cybersecurity,
that have impacted or may impact the Company’s ability to conduct its business, accept foreign investments, or list on a U.S. or
other exchange. See “Risk Factors” beginning on page 9 of this prospectus and in the documents that we file with
the SEC that are incorporated into this prospectus by reference, and the risks we describe in any accompanying supplement, for factors
you should consider before buying our securities.
Business Overview
The Company operates in two
reportable operating segments: wastewater treatment and exploration and mining. During 2021, the Company entered the rural wastewater
treatment industry in the PRC by indirectly acquiring a 51% equity interest in its operating subsidiary Shanghai Onway. Additionally,
the Company is engaged in metal exploration and mining activities in the Inner Mongolia Autonomous Region of the PRC, including exploring
for lead, silver and other nonferrous metals.
Shanghai Onway is a PRC company
principally engaged in the development of rural wastewater treatment technologies, the provision of equipment and materials for rural
wastewater treatment, undertaking engineering, procurement and construction (“EPC”) and public-private partnership projects
in relation to rural wastewater treatment, and the provision of consulting and professional technical services. Shanghai Onway has a team
of well-regarded experts with deep industry experience in the field of wastewater treatment and carries out its rural wastewater treatment
business using proprietary wastewater treatment technologies. With Shanghai Onway’s core biological filtration technology, a series
of optimized and integrated processes are formed to provide advanced and practicable solutions to decentralized rural wastewater treatment
and resource recycling in the PRC.
The Company’s subsidiary
Bayannaoer City Feishang Mining Company Limited (“Bayannaoer Mining”) holds an exploration permit issued by the Land and Resources
Department of Inner Mongolia Autonomous Region covering the Moruogu Tong Mine, located in Wulatehouqi, Bayannaoer City, Inner Mongolia.
Based upon preliminary geologic surveys, it is believed that the Moruogu Tong Mine contains lead and silver, with the prospect that further
surveying and exploration may indicate the presence of other ores such as copper. In 2019 and 2020, Bayannaoer Mining was involved in
the trade of copper ore in the PRC. We ceased trading copper ore in the second half of 2020, due to volatile fluctuations in the price
of copper.
The Company is also actively
exploring business opportunities in the healthcare and other non-natural resource sectors.
Organizational Structure
Below is a chart of our organizational
structure as of the date of this prospectus: All current operations are conducted by Bayannaoer Mining and Shanghai Onway, and its subsidiaries
Zhejiang Xinyu Environmental Technology Co., Limited and Shaoguan Angrui Environmental Technology Development Co., Limited.
![](https://www.sec.gov/Archives/edgar/data/793628/000107997324000288/image_002.jpg)
Regulatory Risks Relating to Our Operations
in China
Although they have had no
impacts on our business to date, recent statements and regulatory actions by the Chinese government, such as those related to data security
or anti-monopoly concerns, could have a significant impact on our ability to conduct our business, accept foreign investments, or maintain
our listing on Nasdaq or list on another U.S. or foreign exchange. There have not been comparable developments in Hong Kong yet, but such
developments may occur.
For example, on June 10, 2021,
the Standing Committee of the PRC National People’s Congress promulgated the PRC Data Security Law, which took effect in September
2021. The PRC Data Security Law imposes data security and privacy obligations on entities and individuals carrying out data activities
(e.g., collection, storage, usage, reorganization, transmission, provision, disclosure and deletion) and introduces a data classification
and hierarchical protection system based on the importance of data in economic and social development, and the degree of harm it will
cause to national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered
with, destroyed, leaked, illegally acquired or used. The PRC Data Security Law also provides for a national security review procedure
for data activities that may affect national security and imposes export restrictions on certain data and information. We believe that
our business is not in an industry related to national security, but we cannot preclude the possibility that PRC government authorities
may publish explanations contrary to our understanding or broaden the scope of such reviews in the future, in which case our future activities
may be closely scrutinized or prohibited. Moreover, given the PRC authorities have significant discretion in interpreting and applying
their laws, rules and regulations, if we undertake a transaction in the PRC that involves data security or an industry that the PRC government
is focusing on, we could be subject to review by the CSRC, Cyberspace Administration of China (“CAC”) or other applicable
governmental agency. Such review could be time consuming, could cause us to incur significant costs in responding to such agencies and/or
rectifying any potential issues noted by such agencies or completely abandon a potential transaction.
Further, on July 6, 2021,
the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued
the Opinions on Strictly Cracking Down on Illegal Securities Activities in Accordance with the Law. These opinions emphasized the need
to strengthen the administration over illegal securities activities and supervision of overseas listings by China-based companies and
proposed to take effective measures, such as promoting the construction of regulatory systems. On December 24, 2021, the State Council
issued a draft of the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies
(the “Draft Provisions”) and the CSRC issued a draft of the Administrative Measures for the Filing of Overseas Securities
Offering and Listing by Domestic Companies (the “Draft Administrative Measures”) for public comment. The Draft Provisions
and the Draft Administrative Measures propose to establish a new filing-based regime to regulate overseas offerings of stock, depository
receipts, convertible corporate bonds, or other equity securities, and overseas listing of these securities for trading, by PRC companies.
If it is determined in the
future that approval from or filing with the CSRC or other regulatory authorities or other procedures are required for our offshore offerings
and/or listings, it is uncertain whether we can or how long it will take us to obtain such approval or complete such filing procedures
and any such approval or filing could be rescinded or rejected. Any failure to obtain or delay in obtaining such approval or completing
such filing procedures for our offshore offerings, including by our inadvertent conclusion that such approval or filing was not required
when in fact it was, or a rescission of any such approval or filing if obtained by us, could subject us to sanctions by the CSRC or other
PRC regulatory authorities. These regulatory authorities may impose fines and penalties on our operations in China, limit our ability
to pay dividends outside of China, limit our operating privileges in China, delay or restrict the repatriation of the proceeds from our
offshore offerings into China or take other actions that could materially and adversely affect our business, financial condition, results
of operations, and prospects, as well as the trading price of our listed securities. The CSRC or other PRC regulatory authorities also
may take actions requiring us, or making it advisable for us, to halt our offshore offerings before settlement and delivery of the securities
offered. Additionally, the PRC government has issued a series of anti-monopoly laws and regulations since 2021, paying more attention
to corporate compliance, which have not impacted our business to date but may in the future.
We believe that these regulations
currently have and will have little impact on us, but we cannot guarantee that regulators will agree with us or that these regulations
will not affect our business operations in the future.
Transfers of Cash and Assets Between Our
Company and Our Subsidiaries
Cash and asset transfers through
the Company and our subsidiaries are primarily attributed to shareholder loans from us to our subsidiaries. Under PRC laws and regulations,
we are subject to various restrictions on intercompany fund transfers and foreign exchange controls. To the extent our cash is in the
PRC or a PRC entity, the funds may not be available for the distribution of dividends to our investors, including our U.S. investors,
or for other use outside of the PRC, due to the interventions in or the imposition of restrictions and limitations by the PRC government
on our ability to transfer cash. The PRC government imposes controls on the convertibility of RMB into foreign currencies and, in certain
cases, the remittance of currency out of mainland China. Our PRC subsidiaries receive substantially all revenue in RMB. Our PRC subsidiaries
may pay dividends, if any, only out of their accumulated after-tax profits determined in accordance with Chinese accounting standards
and regulations, only after satisfaction of relevant statutory conditions and procedures, and would be subject to the PRC dividend withholding
tax at a tax rate of 10% for any dividends paid by our PRC subsidiaries from their earnings derived after January 1, 2008, to our Hong
Kong subsidiaries, or a reduced rate of 5% if certain conditions are met. If the PRC foreign exchange control system prevents us from
obtaining sufficient foreign currency to satisfy foreign currency demands, we may not be able to pay dividends in foreign currencies to
our shareholders, including U.S. shareholders. PRC regulation of loans to and direct investment in PRC entities by offshore holding companies
and governmental control of currency conversion may delay or prevent us from using our funds to make loans or additional capital contributions
to our PRC subsidiaries, which could materially and adversely affect the liquidity of our PRC subsidiaries and our ability to fund and
expand our business in the PRC and cause the value of our securities to significantly decline or become worthless.
As of the date of this
prospectus, there are no restrictions or limitations imposed by the Hong Kong government on the transfer of capital within, into and
out of Hong Kong (including funds from Hong Kong to the PRC), except for the transfer of funds involving money laundering and criminal
activities. However, there is no guarantee that the Hong Kong government will not promulgate new laws or regulations that may impose
such restrictions in the future.
As a result of the above,
to the extent cash or assets in the business are in the PRC or Hong Kong or a PRC or Hong Kong entity, the funds or assets may not be
available to fund operations or for other use outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions
and limitations on the ability of us or our subsidiaries by the PRC or Hong Kong governments to transfer cash or assets. We cannot
assure you that the PRC or Hong Kong governments will not intervene in or impose restrictions on our ability to make intercompany
cash transfers or dividends to investors, including U.S. investors.
All
cash or asset transfers between us and our subsidiaries during the three years ended December 31, 2021, are set forth in the table below.
There were no cash or asset transfers between us and our subsidiaries during the six months ended June 30, 2022. The purpose of
the outbound transfers, in the form of shareholder loans, was to pay off the subsidiaries’ expenses. The purpose of the inbound
transfers, in the form of loan repayments, was to centralize the treasury function of the Company and our subsidiaries. There are no
fixed repayment terms and no tax implication for these transfers. We did not make any capital contributions
to, or receive any dividends from, our subsidiaries during these periods. No transfers, dividends
or distributions have been made to investors during these periods.
| |
| |
Year ended December 31, | | |
Six Months ended June 30, | |
| |
| |
2019 | | |
2020 | | |
2021 | | |
2021 | | |
2022 | | |
2022 | |
Transferor | |
Transferee | |
HK$ | | |
HK$ | | |
HK$ | | |
US$ | | |
HK$ | | |
US$ | |
Outbound Transfers |
China Natural Resources, Inc. | |
Feishang Mining | |
| — | | |
| — | | |
| 50,000 | | |
| 6,410 | | |
| — | | |
| — | |
| |
China Coal | |
| 8,000 | | |
| 8,000 | | |
| 8,000 | | |
| 1,026 | | |
| — | | |
| — | |
| |
Feishang Yongfu | |
| 8,000 | | |
| 8,000 | | |
| 8,000 | | |
| 1,026 | | |
| — | | |
| — | |
| |
Feishang Dayun | |
| 8,000 | | |
| 8,000 | | |
| 8,000 | | |
| 1,026 | | |
| — | | |
| — | |
| |
Total | |
| 24,000 | | |
| 24,000 | | |
| 74,000 | | |
| 9,488 | | |
| — | | |
| — | |
Inbound Transfers |
Feishang Mining | |
China Natural Resources, Inc. | |
| — | | |
| 150,000 | | |
| — | | |
| — | | |
| — | | |
| — | |
China Coal | |
| |
| — | | |
| 30,000 | | |
| — | | |
| — | | |
| — | | |
| — | |
Feishang Yongfu | |
| |
| — | | |
| 50,000 | | |
| 30,000 | | |
| 3,846 | | |
| — | | |
| — | |
Feishang Dayun | |
| |
| — | | |
| 50,000 | | |
| 30,000 | | |
| 3,846 | | |
| — | | |
| — | |
| |
Total | |
| — | | |
| 280,000 | | |
| 60,000 | | |
| 7,692 | | |
| — | | |
| — | |
Permits and Approvals
Our PRC subsidiaries mainly
carry out rural wastewater treatment and metal exploration activities in the PRC, which are subject to a series of PRC laws and regulations.
In order to carry out such business, licenses, permits, and approvals are required from different PRC authorities, including an exploration
permit with regards to our metal exploration activity, received from the Land and Resources Department of the Inner Mongolia Autonomous
Region, construction permits in relation to our EPC activities, and business licenses from local industry and commercial bureaus as required
upon company registration. As of the date of this prospectus, as far as we are aware and in the judgment of management, we have obtained
all necessary licenses, permits and approvals to operate our business in the PRC, and we have not been denied any requisite approvals
or permits. If we or our PRC subsidiaries fail to maintain or renew such licenses, permits and approvals in a timely manner in the future,
our business may be materially affected.
As of the date of this prospectus,
we do not believe that we need to apply for the cybersecurity review required by the CAC, and we have received all requisite permissions
or approvals in connection with our offshore offerings under PRC law. For more information regarding licensing, approval and permit requirements
of the CSRC, CAC, or other PRC governmental agencies, see the risk factors titled “Failure to comply with PRC regulations and
other legal obligations concerning data protection and cybersecurity may materially and adversely affect our business, as we routinely
collect, store and use data during the conduct of our business” and “The approval of or filing with the CSRC or other
PRC government authorities may be required in connection with our offshore offerings under PRC law, and, if required, we cannot predict
whether or for how long we will be able to obtain such approval or complete such filing.”
Holding Foreign Companies Accountable Act
The PCAOB may
determine that it is unable to inspect our auditor in relation to its audit work to its satisfaction, and our common shares may
be prohibited from trading in the United States under the HFCAA if the PCAOB is unable to inspect or fully investigate our auditor for
two consecutive years. Our independent auditor, Ernst & Young Hua Ming LLP, was subject to the determinations announced by the PCAOB
on December 16, 2021 that it was unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in
mainland China and in Hong Kong. We were identified by the SEC as a Commission-Identified
Issuer shortly after filing our 2021 Annual Report. The PCAOB, the CSRC and PRC Ministry of Finance entered into a Statement of Protocol
on August 26, 2022, designed to allow the PCAOB to fully investigate auditors located in China. On December 15, 2022,
the PCAOB issued a report vacating the previous determinations dated December 16, 2021. Accordingly, until such time as
the PCAOB issues any new determination, we are not at risk of having our securities subject to a trading prohibition under the HFCAA
because we do not expect to be identified as a Commission-Identified Issuer for a second consecutive year. If in the future the PCAOB
determines it no longer can inspect or investigate completely because of a position taken by an authority in the PRC, the PCAOB will
consider issuing a new determination.
Share Information
Our common shares are listed
on Nasdaq under the symbol “CHNR.” A description of the securities we are authorized to issue is contained elsewhere in this
prospectus.
Exchange Rates
The Company’s reporting
currency is RMB. Translations of amounts from RMB to U.S. Dollars are for the convenience of the reader. Translations from RMB to U.S.
Dollars or from U.S. Dollars to RMB have been made at the single rate of exchange (the “RMB Exchange Rate”) as quoted by www.ofx.com
on June 30, 2022, which was US$1.00 = RMB6.6995. Translations from Hong Kong dollars to U.S. Dollars have been made at the official pegged
exchange rate of US$1.00 = HK$7.80 as of June 30, 2022. The RMB is not freely convertible into foreign currencies and no representation
is made that the RMB or U.S. Dollar amounts referred to herein could have been or could be converted into U.S. Dollars or RMB, as the
case may be, at the RMB Exchange Rate or at all.
All foreign exchange transactions
take place either through the Bank of China or other banks authorized to buy and sell foreign currencies at the exchange rates quoted
by the People’s Bank of China, the PRC’s central bank. No representation is made that the RMB or U.S. Dollar amounts referred
to herein could have been or could be converted into U.S. Dollars or RMB, as the case may be, at the RMB Exchange Rate or at all.
Risk Factor Summary
Investing in our Company involves
significant risks. You should carefully consider all of the information in this prospectus before making an investment in our Company.
Below please find a summary of the risks and challenges we face organized under relevant headings. These risks are discussed more fully
in the section titled “Item 3. Key Information – Item 3.D. Risk Factors” in our 2021 Annual Report, which is incorporated
in this prospectus by reference.
Risks Relating to Our PRC Operations and
Doing Business in the PRC
| · | Changes in China’s economic, political or social conditions or government policies could have a
material and adverse effect on our business and operations. |
| · | PRC
laws and regulations are relatively new, and because of the limited volume of published decisions
and their nonbinding nature, the interpretation and enforcement of these laws and regulations
involve uncertainties. Uncertainties with respect to the PRC legal system could adversely
affect us. The PRC government may intervene or influence our operations at any time, or
may exert more control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in our operations and/or the value of the
securities we are registering for sale. Any actions by the Chinese government to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers could significantly limit or completely hinder our ability to offer
or continue to offer securities to investors and cause the value of such securities to significantly
decline or be worthless. See “Risk Factors – Uncertainties with respect to
the PRC legal system could adversely affect us.” |
| · | PRC
laws and regulations governing our current business operations are sometimes vague and uncertain.
Rules and regulations in China can change quickly with little advance notice. Any
changes in such laws and regulations may have a material and adverse effect on our business. |
| · | PRC regulation of loans to and direct investment in PRC entities by offshore holding companies may delay
or prevent us from making loans or additional capital contributions to our PRC subsidiaries, which could materially and adversely affect
our ability to fund and expand our business. |
| · | Inflation in the PRC, or a slowing PRC economy, could negatively affect our profitability and growth. |
| · | Our PRC subsidiaries are subject to restrictions on paying dividends and making other payments to us. |
| · | Governmental control of currency conversion may affect payment of any dividends or foreign currency denominated
obligations, and it may adversely affect the value of your investment. |
| · | The fluctuation of the RMB may materially and adversely affect your investment. |
| · | The PRC State Administration of Foreign Exchange (“SAFE”) regulations regarding offshore financing activities by PRC residents have undergone changes which
may increase the administrative burden we face and create regulatory uncertainties that could adversely affect us, and a failure by our
shareholders who are PRC residents to make any required applications and filings pursuant to such regulations may prevent us from being
able to distribute profits and could expose us and our PRC resident shareholders to liability under PRC law. |
| · | The
PCAOB may determine that it is unable to inspect our auditor in relation to its audit work
performed for our financial statements to its satisfaction, and the inability of the PCAOB
to conduct inspections over our auditor may affect our investors’ ability to benefit
from such inspections. Our independent auditor, Ernst & Young Hua Ming LLP, was subject
to the determinations announced by the PCAOB on December 16, 2021 that it was unable to inspect
or investigate completely PCAOB-registered public accounting firms headquartered in mainland
China and in Hong Kong. On December 15, 2022,
the PCAOB issued a report vacating the previous determinations dated December 16,
2021. Accordingly, until such time as the PCAOB issues any new determination, we are not
at risk of having our securities subject to a trading prohibition under the HFCAA because
we do not expect to be identified as a Commission-Identified Issuer for a second consecutive
year. If in the future the PCAOB determines it no longer can inspect or investigate completely
because of a position taken by an authority in the PRC, the PCAOB will consider issuing a
new determination. |
| · | Our
common shares may be prohibited from trading in the United States under
the HFCAA if the PCAOB is unable to inspect or fully investigate our auditor for two consecutive years. The delisting of our common shares,
or the threat of their being delisted, may materially and adversely affect the value of your investment. |
| · | Proceedings instituted by the SEC against Chinese affiliates of the “Big Four” accounting
firms, including our independent registered public accounting firm, could result in a determination that our financial statements are
not in compliance with the SEC’s requirements. |
| · | It may be difficult for overseas regulators to conduct investigations or collect evidence within China. |
| · | If we fail to protect our intellectual property rights, it could harm our business and competitive position. |
| · | PRC regulations establish complex procedures for some acquisitions conducted by foreign investors, which
could make it more difficult for us to pursue growth through acquisitions in China. |
| · | We and our PRC subsidiaries are required to maintain a series of licenses, permits and approvals from
PRC authorities to operate our business in the PRC, and failure to maintain or renew such licenses, permits or approvals in a timely manner
could materially affect our business. |
| · | The approval of or filing with the CSRC or other PRC government authorities may be required in connection
with our offshore offerings under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such
approval or complete such filing. |
| · | Failure to comply with PRC regulations and other legal obligations concerning data protection and cybersecurity
may materially and adversely affect our business, as we routinely collect, store and use data during the conduct of our business. |
| · | We may be classified as a “resident enterprise” for PRC enterprise income tax purposes; such
classification could result in unfavorable tax consequences to us and our non-PRC shareholders. |
| · | Any failure to comply with PRC regulations regarding the registration requirements for employee stock
incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions. |
| · | Failure to make adequate contributions to various mandatory social security plans as required by PRC regulations
may subject us to penalties. |
| · | Enforcement of stricter labor laws and regulations may increase our labor costs. |
| · | If the chops of our PRC subsidiaries are not kept safely, are stolen or are used by unauthorized persons
or for unauthorized purposes, the corporate governance of these entities could be severely and adversely compromised. |
Risks Relating
to Our Securities
| · | If we fail to regain compliance with the continued listing requirements of Nasdaq, we would face possible
delisting, which would result in a limited public market for our common shares and make obtaining future debt or equity financing more
difficult for us. |
Principal Executive Office
Our principal executive office
is located at Room 2205, 22/F, West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Sheung Wan, Hong Kong. Our telephone number
at this address is +852-2810-7205. Our principal website is www.chnr.net. Information contained on our website is not part of this prospectus.
RISK FACTORS
An investment in our
securities involves a high degree of risk and should be considered speculative. You should carefully consider the following risks set
out below and other information before investing in our securities. If any event arising from these risks occurs, our business, prospects,
financial condition, results of operations or cash flows could be adversely affected, the trading price of our securities could decline
and all or part of your investment may be lost.
Risks Relating
to Our PRC Operations and Doing Business in the PRC
Changes in China’s economic,
political or social conditions or government policies could have a material and adverse effect on our business and operations.
All of our business operations
are conducted in China. Accordingly, our business, results of operations, financial condition and prospects are affected by economic,
political and social conditions in China generally and by continued economic growth in China as a whole.
China’s economy differs
from the economies of most developed countries in many respects, including the extent of government involvement, level of development,
growth rate, control of foreign exchange and allocation of resources. In recent decades, the Chinese government has implemented a series
of reform measures, including, among others, the utilization of market forces for economic reform and the establishment of improved corporate
governance in business enterprises. However, a considerable portion of productive assets in China is still owned by the government. In
addition, the Chinese government also plays a significant role in regulating industry development and has extensive influence over China’s
economic growth through allocating resources, foreign exchange control and setting monetary and fiscal policy.
The growth of China’s
economy has been uneven, both geographically and among various sectors of the economy, and the growth of the Chinese economy has slowed
down in recent years for various reasons, including due to the impacts of the COVID-19 pandemic. Some of the government measures may benefit
the overall Chinese economy but may have a negative effect on us. For example, our financial condition and results of operations may be
adversely affected by government control over capital investments or changes in tax regulations. Any stimulus measures designed to boost
the Chinese economy may contribute to higher inflation, which could adversely affect our results of operations and financial condition.
For example, certain operating costs and expenses, such as employee compensation and office operating expenses, may increase as a result
of higher inflation.
Uncertainties
with respect to the PRC legal system could adversely affect us.
We conduct our business through
our subsidiaries in China. Our operations in China are governed by PRC laws and regulations. Our subsidiaries are generally subject to
laws and regulations applicable to foreign investments in China. The PRC legal system is based on written statutes. Prior court decisions
may be cited for reference but have limited precedential value.
PRC laws and regulations have
significantly enhanced the protections afforded to various forms of foreign investments in China over the past several decades. However,
China has not developed a fully integrated legal system and recently enacted laws and regulations may not sufficiently cover all aspects
of economic activities in China. In particular, because these laws and regulations are relatively new, and because of the limited volume
of published decisions and their nonbinding nature, the interpretation and enforcement of these laws and regulations involve uncertainties.
Furthermore, the PRC legal
system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all. As a result,
we may not be aware of our potential violation of these policies and rules. In addition, any administrative and court proceedings in China
may be protracted and result in substantial costs and diversion of resources and management attention.
The PRC government has significant
oversight over the conduct of our business. The PRC government may intervene or influence our operations at any time, which could
result in a material change in our operations and/or the value of the securities we are registering. The PRC government has recently
indicated an intent to exert more oversight over offerings that are conducted overseas and foreign investment in China-based issuers.
Any such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
PRC laws
and regulations governing our current business operations are sometimes vague and uncertain. Rules and regulations in China can change
quickly with little advance notice. Any changes in such laws and regulations may have a material and adverse effect on our business.
There are substantial uncertainties
regarding the interpretation and application of PRC laws and regulations, including, but not limited to, the laws and regulations governing
our business, or the enforcement and performance of our arrangements with customers in the event of the imposition of statutory liens,
death, bankruptcy and criminal proceedings. Rules and regulations in China can change quickly with little advance notice. We and
our current subsidiaries are, and any future subsidiaries will be, considered foreign persons or foreign-invested enterprises under PRC
laws, and as a result, we are and will be required to comply with PRC laws and regulations applicable to foreign persons or foreign-invested
enterprises. These laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and
enforcement may involve substantial uncertainty. Exploration and mining operations and wastewater treatment operations in the PRC are
subject to environmental laws and regulations, and the imposition of more stringent environmental regulations may affect our ability
to comply with, or our costs to comply with, such regulations. Such changes, if implemented, may adversely affect our business operations
and may reduce our profitability. The effectiveness of newly enacted laws, regulations or amendments may be delayed, resulting in detrimental
reliance by foreign investors. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively.
We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our businesses.
PRC
regulation of loans to and direct investment in PRC entities by offshore holding companies may delay or prevent us from making loans or
additional capital contributions to our PRC subsidiaries, which could materially and adversely affect our ability to fund and expand our
business.
We are an offshore holding
company conducting our operations in China. We may make loans to our PRC subsidiaries, or we may make additional capital contributions
to our wholly foreign-owned subsidiaries in China. Any loans to our wholly foreign-owned subsidiaries in China, which are treated as foreign-invested
enterprises under PRC law, are subject to PRC regulations and foreign exchange loan registration requirements. In addition, a foreign-invested
PRC enterprise has limitations upon its uses of capital, including restrictions on such capital being: (i) directly or indirectly
used for payments beyond the business scope of the enterprise or payments prohibited by relevant laws and regulations; (ii) used
for the granting of loans to non-affiliated enterprises, except where expressly permitted in the foreign-invested PRC enterprise’s
business license; and (iii) used for paying expenses related to the purchase of real estate that is not for self-use, except for
foreign-invested real estate enterprises. We may also decide to finance our PRC subsidiaries by means of capital contributions, in which
case the PRC subsidiary is required to register the details of the capital contribution with the local branch of the State Administration
for Market Regulation (“SAMR”) and submit a report on the capital contribution via the online enterprise registration system
to the Ministry of Commerce.
In light of
the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies, we
cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals
or filings on a timely basis, if at all, with respect to future loans or capital contributions by us to our PRC operating subsidiaries.
If we fail to complete such registrations or obtain such approvals, our ability to fund our PRC operations may be negatively affected,
which could materially and adversely affect our liquidity and our ability to fund and expand our business.
Inflation in the PRC, or a slowing
PRC economy, could negatively affect our profitability and growth.
While the PRC economy has
experienced rapid growth, such growth has been uneven among various sectors of the economy and in different geographical areas of the
country. Rapid economic growth can lead to growth in the money supply and rising inflation. If prices for our products and services rise
at a rate that is insufficient to compensate for the rise in the costs of supplies and services, it may have an adverse effect on our
profitability. In order to control inflation in the past, the PRC government has imposed controls on bank credit, limits on loans for
fixed assets and restrictions on bank lending. Such an austere policy can lead to a slowing of economic growth, and recent statistics
have, indeed, suggested that China’s high annual economic growth has slowed down. In addition, the global outbreak of COVID-19 and
the efforts to contain it have negatively impacted economic development in the PRC and around the world. Despite targeted fiscal and monetary
stabilizing policies implemented by the PRC government, the PRC economy has experienced a significant slowdown since the outbreak of COVID-19.
As a result, domestic and global economic conditions may improve, and the markets we intend to serve may grow, at a lower-than-expected
rate or even experience a downturn, adversely affecting our future profitability and growth.
Our
PRC subsidiaries are subject to restrictions on paying dividends and making other payments to us.
We are a holding company incorporated
in the BVI. Under BVI law, we may only pay dividends to investors, including U.S. investors, from surplus (the excess, if any, at the
time of the determination of the total assets of our company over the sum of our liabilities, as shown in our books of account, plus our
capital), and we must be solvent before and after the dividend payment in the sense that we will be able to satisfy our liabilities as
they become due in the ordinary course of business, and the realizable value of assets of our company will not be less than the sum of
our total liabilities, other than deferred taxes as shown in our books of account, and our capital. As a result of our holding company
structure, dividends and other distributions to our shareholders, including U.S. investors, will depend primarily upon dividend payments
from our subsidiaries. However, PRC regulations currently permit the payment of dividends only out of accumulated profits, as determined
in accordance with PRC accounting standards and regulations. Our subsidiaries in China are also required to set aside a portion of their
after-tax profits as certain reserve funds according to PRC accounting standards and regulations. The PRC government also imposes controls
on the conversion of RMB into foreign currencies and the remittance of currency out of China. We may experience difficulties in completing
the administrative procedures necessary to obtain and remit foreign currency. Furthermore, if our subsidiaries in China incur further
debt in the future, debt covenants may restrict their ability to pay dividends or make other payments. If we or our subsidiaries are unable
to receive dividends from our operating companies, Bayannaoer Mining and Shanghai Onway, due to contractual or other limitations on the
payment of dividends, we may be unable to pay dividends or make other distributions on our common shares.
Governmental
control of currency conversion may affect payment of any dividends or foreign currency denominated obligations, and it may adversely affect
the value of your investment.
The PRC government imposes
controls on the convertibility of RMB into foreign currencies and, in certain cases, the remittance of currency out of the PRC. Shortages
in the availability of foreign currency may restrict our ability to remit sufficient foreign currency to pay dividends, or otherwise satisfy
foreign currency denominated obligations. Under existing PRC foreign exchange regulations, the RMB is currently convertible under the
“current account,” which includes dividends, trade and service-related foreign exchange transactions, but not under the “capital
account,” which includes foreign direct investment and loans, including loans we may secure from our onshore subsidiaries. Currently,
our PRC subsidiaries may purchase foreign currency for settlement of “current account transactions,” including payment of
dividends to us, without prior approval from SAFE by complying with certain procedural requirements. However, approval from appropriate
governmental authorities is required where RMB is to be converted into foreign currency and remitted out of the PRC to pay capital expenses
such as the repayment of bank loans denominated in foreign currencies.
The PRC government may also
at its discretion restrict access to foreign currencies for current account transactions in the future. If the foreign exchange control
system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay certain of our
expenses as they come due, or pay dividends or make other distributions to investors, including U.S. investors.
The fluctuation of the RMB may materially
and adversely affect your investment.
The exchange rate of the RMB
against the U.S. Dollar and other currencies may fluctuate and is affected by, among other things, changes in the PRC’s political
and economic conditions. As most of our operating expenses are denominated in RMB, any significant revaluation of the RMB may materially
and adversely affect our cash flows and financial condition. Additionally, if we convert our RMB into U.S. Dollars, to pay dividends on
our common shares or for other business purposes, depreciation of the RMB against the U.S. Dollar would negatively affect the amount of
U.S. Dollars we convert our RMB into. Conversely, to the extent that we need to convert U.S. Dollars we receive from an offering of our
securities or otherwise into RMB for our operations, the appreciation of the RMB against the U.S. Dollar could have an adverse effect
on our financial condition and result in a charge to our income statement and a reduction in the value of these U.S. Dollar denominated
assets.
In 2022, the U.S. Dollar
appreciated against the RMB by 9.1% over the course of the year.
PRC
SAFE regulations regarding offshore financing activities by PRC residents have undergone changes which may increase the administrative
burden we face and create regulatory uncertainties that could adversely affect us, and a failure by our shareholders who are PRC residents
to make any required applications and filings pursuant to such regulations may prevent us from being able to distribute profits and could
expose us and our PRC resident shareholders to liability under PRC law.
In July 2014, SAFE promulgated
the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and
Roundtrip Investment Through Special Purpose Vehicles (“SAFE Circular 37”). SAFE Circular 37 requires PRC residents (including
PRC individuals and PRC corporate entities as well as foreign individuals that are deemed PRC residents for foreign exchange administration
purposes) to register with SAFE or its local branches in connection with their direct or indirect offshore investment activities. SAFE
Circular 37 further requires an amendment to a SAFE registration in the event of any changes with respect to the basic information of
the offshore special purpose vehicle, such as a change in the PRC shareholders, the names of such special purpose vehicle, and the operation
term of such special purpose vehicle, or any significant changes with respect to the offshore special purpose vehicle, such as an increase
or decrease of capital, a share transfer or exchange, or mergers or divisions. SAFE Circular 37 is applicable to our shareholders who
are PRC residents and may be applicable to any offshore acquisitions that we make in the future. If our shareholders who are PRC
residents fail to make the required SAFE registration or to update a previously filed registration, our PRC subsidiaries may be prohibited
from distributing their profits or the proceeds from any capital reduction, share transfer or liquidation to us, and we accordingly would
be unable to distribute to our investors, including U.S. investors, and we may also be prohibited from making additional capital contributions
to our PRC subsidiaries.
In February 2015, SAFE
promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment (“SAFE Notice
13”), effective June 2015. Under SAFE Notice 13, applications for foreign exchange registration of inbound foreign direct investments
and outbound overseas direct investments, including those required under SAFE Circular 37, shall be filed with qualified banks instead
of SAFE. The qualified banks directly examine the applications and accept registrations under the supervision of SAFE. To date, no
registration has been filed with SAFE regarding us, and accordingly, SAFE may prohibit distributions from our PRC subsidiaries, which
would prevent us from paying dividends, including to our U.S. investors, and may adversely affect our financial condition and potentially
expose us to liability under PRC law.
The
PCAOB may determine that it is unable to inspect our auditor in relation to its audit work performed for our financial
statements to its satisfaction, and any inability of the PCAOB to conduct inspections over our auditor may affect our investors’
ability to benefit from such inspections.
Our auditor, the independent
registered public accounting firm that issues the audit report included in our annual reports, as an auditor of companies that are traded
publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB
conducts regular inspections to assess its compliance with applicable professional standards. Since our auditor is located in China,
a jurisdiction where the PCAOB had been previously unable to conduct inspections without the approval of the Chinese authorities,
our auditor was subject to the determinations announced by the PCAOB on December 16, 2021 that it was unable to inspect or investigate
completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong. On December 15, 2022,
the PCAOB issued a report vacating the previous determinations dated December 16, 2021. Accordingly, until such time as
the PCAOB issues any new determination, we are not at risk of having our securities subject to a trading prohibition under the HFCAA
because we do not expect to be a Commission-Identified Issuer for a second consecutive year. If in the future the PCAOB determines
it no longer can inspect or investigate completely because of a position taken by an authority in the PRC, the PCAOB will consider issuing
a new determination. Any inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate
the effectiveness of our independent registered public accounting firm’s audit procedures or quality control procedures as compared
to auditors outside of China that are subject to the PCAOB inspections, which could cause investors and potential investors in our securities
to lose confidence in our audit procedures, reported financial information, and the quality of our financial statements.
Our common shares may be prohibited from
trading in the United States under the HFCAA if the PCAOB is unable to inspect or fully investigate our auditor for two consecutive years.
The delisting of our common shares, or the threat of their being delisted, may materially and adversely affect the value of your investment.
Pursuant to the HFCAA, the
SEC will identify an issuer as a Commission-Identified Issuer if the issuer has filed an annual report containing an audit report issued
by a registered public accounting firm that the PCAOB has determined it is unable to inspect or investigate completely, and will then
impose a trading prohibition on an issuer after it is identified as a Commission-Identified Issuer for two consecutive years.
On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect
or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. The PCAOB identified our
auditor as one of the registered public accounting firms that the PCAOB was unable to inspect or investigate completely. On December 15, 2022,
the PCAOB issued a report vacating the previous determinations dated December 16, 2021. Accordingly, until such time as
the PCAOB issues any new determination, we are not at risk of having our securities subject to a trading prohibition under the HFCAA
because we do not expect to be identified as a Commission-Identified Issuer for a second consecutive year. If in the future the PCAOB
determines it no longer can inspect or investigate completely because of a position taken by an authority in the PRC, the PCAOB will
consider issuing a new determination.
Whether the PCAOB will continue
to be able to conduct inspections of our auditor is subject to substantial uncertainty and depends on a number of factors out of our,
and our auditor’s, control. A trading prohibition would substantially impair your ability to sell or purchase our common shares
when you wish to do so, and the risk and uncertainty associated with delisting would have a negative impact on the price of our common
shares.
It
may be difficult for overseas regulators to conduct investigations or collect evidence within China.
Shareholder claims or regulatory
investigations that are common in the United States generally are difficult to pursue as a matter of law or practicality in China. For
example, in China, there are significant legal and other obstacles to providing information needed for regulatory investigations or litigation
initiated outside China. Although the authorities in China may establish a regulatory cooperation mechanism with the securities regulatory
authorities of another country or region to implement cross-border supervision and administration, such cooperation with the securities
regulatory authorities in the Unities States may not be efficient in the absence of a mutual and practical cooperation mechanism. Furthermore,
according to Article 177 of the PRC Securities Law (“Article 177”), which became effective in March 2020, no overseas securities
regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC. While detailed
interpretation of or implementing rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator
to directly conduct investigation or evidence collection activities within China may further increase difficulties faced by you in protecting
your interests.
If
we fail to protect our intellectual property rights, it could harm our business and competitive position.
We own five patents in China
covering our wastewater treatment technology, and we rely on a combination of patent protection, trade secret laws and other methods to
protect our intellectual property rights. The process of seeking patent protection on future patents can be lengthy and expensive, our
patent applications may be rejected and our existing and future patents may be insufficient to provide us with sufficient protection or
commercial advantage. Our patents and patent applications may also be challenged, invalidated or circumvented.
Implementation of Chinese
intellectual property-related laws has historically been ineffective, primarily due to ambiguities in Chinese laws and enforcement difficulties.
Accordingly, intellectual property rights and confidentiality protections in China may not be as effective as those in the United States
or other developed countries. Furthermore, we may need to resort to litigation to enforce or defend our patents. Such litigation and its
results could cause substantial costs and diversion of resources and management attention, which could harm our business and growth.
PRC regulations establish complex
procedures for some acquisitions conducted by foreign investors, which could make it more difficult for us to pursue growth through acquisitions
in China.
The Regulations on Mergers
and Acquisitions of Domestic Enterprises by Foreign Investors (the “M&A Rules”), adopted by six PRC regulatory agencies
in August 2006 and amended in June 2009, among other things, established additional procedures and requirements that could make merger
and acquisition activities by foreign investors more time-consuming and complex. In addition, the Provisions of Ministry of Commerce on
Implementation of Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, issued by the Ministry
of Commerce in August 2011, specify that mergers and acquisitions by foreign investors involved in “an industry related to national
security” are subject to strict review by the Ministry of Commerce, and prohibit any activities attempting to bypass such security
review, including by structuring the transaction through a proxy or contractual control arrangement.
On March 15, 2019, the PRC
National People’s Congress enacted the Foreign Investment Law of the PRC (the “Foreign Investment Law”), which became
effective on January 1, 2020. The Foreign Investment Law has replaced the previous major laws and regulations governing foreign investment
in the PRC, including the Sino-foreign Equity Joint Ventures Enterprises Law of the PRC, the Sino-foreign Co-operative Enterprises Law
of the PRC and the Wholly Foreign-invested Enterprise Law of the PRC. According to the Foreign Investment Law, “foreign-invested
enterprises” refers to enterprises that are wholly or partly invested by foreign investors and registered under the PRC laws within
China, and “foreign investment” refers to any foreign investor’s direct or indirect investment activities in China,
including: (i) establishing foreign-invested enterprises in China either individually or jointly with other investors; (ii) obtaining
stock shares, equity shares, shares in properties or other similar interests of Chinese domestic enterprises; (iii) investing in new projects
in China either individually or jointly with other investors; and (iv) investing through other methods provided by laws, administrative
regulations or provisions prescribed by the State Council.
On December 26, 2019, the
State Council issued Implementation Regulations for the Foreign Investment Law of the PRC (the “Implementation Rules”) which
came into effect on January 1, 2020, and replaced the Implementing Rules of the Sino-foreign Equity Joint Ventures Enterprises Law of
the PRC, the Implementing Rules of the Sino-foreign Co-operative Enterprises Law of the PRC and the Implementing Rules of the Wholly
Foreign-invested Enterprise Law of the PRC. According to the Implementation Rules, in the event of any discrepancy between the Foreign
Investment Law, the Implementation Rules and the relevant provisions on foreign investment promulgated prior to January 1, 2020, the
Foreign Investment Law and the Implementation Rules shall prevail. The Implementation Rules also set forth that foreign investors that
invest in sectors on the “Negative List” in which foreign investment is restricted shall comply with special management measures
with respect to, among others, shareholding and senior management personnel qualification in the Negative List. Pursuant to the Foreign
Investment Law and the Implementation Rules, the existing foreign-invested enterprises established prior to the effective date of the
Foreign Investment Law are allowed to keep their corporate organization forms for five years from the effectiveness of the Foreign Investment
Law before such existing foreign-invested enterprises must change their organization forms and organization structures in accordance
with the PRC Company Law, the Partnership Enterprise Law of the PRC and other applicable laws.
After the Foreign Investment
Law and the Implementation Rules became effective on January 1, 2020, the provisions of the M&A Rules remained effective to the extent
they are not inconsistent with the Foreign Investment Law and the Implementation Rules. We believe that our business is not in an industry
related to national security, but we cannot preclude the possibility that the competent PRC government authorities may publish explanations
contrary to our understanding or broaden the scope of such security reviews in the future, in which case our future acquisitions and investment
in the PRC, including those by way of entering into contractual control arrangements with target entities, may be closely scrutinized
or prohibited. Moreover, according to the Anti-Monopoly Law of the PRC, the SAMR shall be notified in advance of any concentration of
undertaking if certain filing thresholds are triggered. We may grow our business in part by directly acquiring complementary businesses
in China. Complying with the requirements of the laws and regulations mentioned above and other PRC regulations necessary to complete
such transactions could be time-consuming, and any required approval processes, including obtaining approval from the SAMR, may delay
or inhibit our ability to complete such transactions, which could materially and adversely affect our ability to expand our business or
maintain our market share.
In December 2020, the National
Development and Reform Commission and the Ministry of Commerce promulgated the Measures for the Security Review of Foreign Investment,
which came into effect on January 18, 2021. As these measures are recently promulgated, official guidance has not been issued by the designated
office in charge of such security review yet. At this stage, the interpretation of those measures remains unclear in many aspects. For
example, it is unclear whether these measures may apply to foreign investment that is implemented or completed before the enactment of
these new measures. We cannot assure you that our current or new business operations will remain fully compliant, or that we can adapt
our business operations to new regulatory requirements on a timely basis, or at all.
We
and our PRC subsidiaries are required to maintain a series of licenses, permits and approvals from PRC authorities to operate our business
in the PRC, and failure to maintain or renew such licenses, permits or approvals in a timely manner could materially affect our business.
Our PRC subsidiaries mainly
carry out rural wastewater treatment and metal exploration activities in the PRC, which are subject to a series of PRC laws and regulations.
Such business activities require us to obtain licenses, permits and approvals from different PRC authorities, including an exploration
permit from the Land and Resources Department of the Inner Mongolia Autonomous Region with regards to our metal exploration activity,
construction permits in relation to our EPC activities, and business licenses from local industry and commercial bureaus as required upon
company registration. As of the date of this prospectus, as far as we are aware and in the judgment of management, we have obtained all
necessary licenses, permits and approvals to operate our business in the PRC, and have not been denied any such licenses, permits or approvals.
If we or our PRC subsidiaries fail to maintain or renew such licenses, permits and approvals in a timely manner in the future, our business
may be materially affected.
The
approval of or filing with the CSRC or other PRC government authorities may be required in connection with our offshore offerings under
PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing.
The M&A Rules require
an overseas special purpose vehicle formed for listing purposes through acquisitions of PRC domestic companies and controlled by PRC persons
or entities to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on
an overseas stock exchange. The interpretation and application of the regulations remain unclear, and our offshore offerings may ultimately
require approval of the CSRC. If the CSRC approval is required, it is uncertain whether we can or how long it will take us to obtain the
approval and, even if we successfully obtain such CSRC approval, the approval could be rescinded. Any failure to obtain or delay in obtaining
the CSRC approval for any of our offshore offerings, or a rescission of any successfully obtained approvals, would subject us to sanctions
imposed by the CSRC or other PRC regulatory authorities. Sanctions could include fines and penalties on our operations in China, restrictions
or limitations on our ability to pay dividends outside of China, and other forms of sanctions that may materially and adversely affect
our business, financial condition and results of operations.
On July 6, 2021, PRC government
authorities issued the Opinions on Strictly Cracking Down on Illegal Securities Activities in Accordance with the Law. These opinions
emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based
companies. They proposed to take measures such as promoting the construction of relevant regulatory systems to deal with the risks and
incidents faced by China-based overseas listed companies.
On December 24, 2021, the
State Council issued the Draft Provisions and the CSRC issued the Draft Administrative Measures for public comment. The Draft Provisions
and the Draft Administrative Measures propose to establish a new filing-based regime to regulate overseas offerings of stock, depository
receipts, convertible corporate bonds or other equity securities, and overseas listing of these securities for trading, by PRC companies.
According to the Draft Provisions and the Draft Administrative Measures, an overseas offering and listing by a domestic company, whether
directly or indirectly, shall be filed with the CSRC. Specifically, the examination and determination of an indirect offering and listing
will be conducted on a substance-over-form basis, and an offering and listing shall be considered as an indirect overseas offering and
listing by a domestic company if the issuer meets the following conditions: (i) the operating income, gross profit, total assets, or net
assets of the domestic enterprise in the most recent fiscal year was more than 50% of the relevant line item in the issuer’s audited
consolidated financial statements for that year; and (ii) senior management personnel responsible for business operations and management
are mostly PRC citizens or are ordinarily resident in the PRC, and the main place of business is in the PRC or business is mainly carried
out in the PRC. According to the Draft Administrative Measures, the issuer or its affiliated domestic company, as the case may be, shall
file with the CSRC for its initial public offering, follow-on offering and other equivalent offering activities. Particularly, the issuer
shall submit the filing with respect to its initial public offering and listing within three business days after its initial filing of
the listing application, and submit the filing with respect to a follow-on offering within three business days after completion of the
follow-on offering. Failure to comply with the filing requirements may result in fines to the relevant domestic companies, suspension
of their businesses, revocation of their business licenses and operation permits and fines on the controlling shareholder and other responsible
persons. The Draft Administrative Measures also sets forth certain regulatory red lines for overseas offerings and listings by domestic
enterprises.
As of the date of this prospectus,
the Draft Provisions and the Draft Administrative Measures have been released for public comment only, and therefore, filing or approval
under the Draft Administrative Measures is not necessary at present. However, there are uncertainties as to whether the Draft Provisions
and the Draft Administrative Measures would be further amended, revised or updated. Substantial uncertainties exist with respect to the
enactment timetable and final content of the Draft Provisions and the Draft Administrative Measures. As the CSRC may formulate and publish
guidelines for filings in the future, the Draft Administrative Measures do not provide for detailed requirements of the substance and
form of the filing documents. In a Q&A released on its official website, the respondent CSRC official indicated that the CSRC will
start applying the filing requirements to new offerings and listings. Only new initial public offerings and refinancing by existing overseas
listed Chinese companies will be required to go through the filing process. As for the filings for the existing companies, the regulator
will grant an adequate transition period to complete their filing procedures. Given the substantial uncertainties surrounding the latest
CSRC filing requirements at this stage, we cannot assure you that we will be able to complete the filings and fully comply with the relevant
new rules on a timely basis, if at all.
As of the date of this prospectus,
as far as we are aware and in the judgment of management, we have received all requisite permissions or approvals in connection with our
offshore offerings under PRC law, and have not been denied any such permissions or approvals. However, we cannot assure you that any new
rules or regulations promulgated in the future will not impose additional requirements on us. If it is determined in the future that approval
from and filing with the CSRC or other regulatory authorities or other procedures are required for our offshore offerings, it is uncertain
whether we can or how long it will take us to obtain such approval or complete such filing procedures and any such approval or filing
could be rescinded or rejected. Any failure to obtain or delay in obtaining such approval or completing such filing procedures for our
offshore offerings, including by our inadvertent conclusion that such approval or filing was not required when in fact it was, or a rescission
of any such approval or filing if obtained by us, could subject us to sanctions by the CSRC or other PRC regulatory authorities. These
regulatory authorities may impose fines and penalties on our operations in China, limit our ability to pay dividends outside of China,
limit our operating privileges in China, delay or restrict the repatriation of the proceeds from our offshore offerings into China or
take other actions that could materially and adversely affect our business, financial condition, results of operations and prospects,
as well as the trading price of our listed securities. The CSRC or other PRC regulatory authorities also may take actions requiring us,
or making it advisable for us, to halt our offshore offerings before settlement and delivery of the securities offered. Consequently,
if investors engage in market trading or other activities in anticipation of and prior to settlement and delivery, they do so at the risk
that settlement and delivery may not occur. In addition, if the CSRC or other regulatory authorities later promulgate new rules or explanations
requiring that we obtain their approvals or accomplish the required filing or other regulatory procedures for our prior offshore offerings,
we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any
uncertainties or negative publicity regarding such approval requirement could materially and adversely affect our business, prospects,
financial condition, reputation and the trading price of our listed securities.
Failure to comply with PRC regulations
and other legal obligations concerning data protection and cybersecurity may materially and adversely affect our business, as we routinely
collect, store and use data during the conduct of our business.
On December 28, 2021,
the CAC adopted the Cybersecurity Review Measures, which became effective on February 15, 2022. The Cybersecurity Review Measures
require network platform operators possessing personal information of more than one million individual users to undergo a cybersecurity
review by the CAC when they seek a listing on a foreign exchange. The Cybersecurity Review Measures provide that critical information
infrastructure operators purchasing network products and services and network platform operators carrying out data processing activities,
which affect or may affect national security, shall apply for cybersecurity review to the applicable local cyberspace administration in
accordance with the provisions thereunder.
On July 30, 2021, the
State Council promulgated the Regulations on Protection of Critical Information Infrastructure, which became effective on September 1,
2021. Pursuant to the Regulations on Protection of Critical Information Infrastructure, critical information infrastructure shall mean
any important network facilities or information systems of an important industry or field, such as public communications and information
services, energy, transportation, water conservation, finance, public services, e-government affairs and science and technology and national
defense industries, which may seriously endanger national security, peoples’ livelihoods and the public interest in the event of
damage, function loss or data leakage. In addition, the relevant administrative departments of each critical industry and sector shall
be responsible for formulating eligibility criteria and determining the critical information infrastructure operator in the respective
industry or sector. The operators shall be informed about the final determination as to whether they are categorized as critical information
infrastructure operators. Among these industries, the energy and telecommunications industries are mandated to take measures to provide
key assurances for the safe operation of critical information infrastructure in other industries and fields. We believe our wastewater
treatment activities do not fall under the water conservation industry, although we cannot assure you that local administrative departments
will come to the same interpretation.
We and our PRC subsidiaries
do not carry out business in China through any self-owned network platform and hold personal information of less than one million individuals
from PRC operations. We and our PRC subsidiaries have not been identified as critical information infrastructure operators by any PRC
authorities. The data collected from our China operations is mainly information related to our production, customers, suppliers and our
employees. We believe that we and our PRC subsidiaries do not commit any acts that threaten or endanger the national security of the PRC,
and to our knowledge we and our PRC subsidiaries have not received or been subject to any investigation, notice, warning or sanction from
any PRC authority with respect to national security issues arising from our business operations. As of the date of this prospectus, we
do not believe that we need to proactively apply for the cybersecurity review required by the CAC.
Furthermore, the CAC promulgated
the Security Assessment Measures for Outbound Data Transfers, effective July 7, 2022, which require that to provide data abroad under
any of the following circumstances, a data processor shall declare security assessment for its outbound data transfer to the CAC through
the local cyberspace administration at the provincial level: (i) where a data processor provides critical data abroad; (ii) where a key
information infrastructure operator or a data processor processing the personal information of more than one million individuals provides
personal information abroad; (iii) where a data processor has provided personal information of 100,000 individuals or sensitive personal
information of 10,000 individuals in total abroad since January 1 of the previous year; and (iv) in other circumstances prescribed by
the CAC for which declaration of a security assessment for outbound data transfers is required. As we and our PRC subsidiaries do not
provide any data collected from China operations abroad, we do not believe it is necessary for us to declare any security assessments
pursuant to the Security Assessment Measures for Outbound Data Transfers.
However, there remains uncertainty
as to how these regulations will be interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt
new laws, regulations, rules or detailed implementation and interpretation, and there is no assurance that PRC regulatory agencies, including
the CAC, would take the same view as we do. There have not been comparable developments in Hong Kong, but those could occur, and we believe
we are currently in compliance with all Hong Kong laws and regulations regarding data security. If any such new laws, regulations,
rules or implementation and interpretation come into effect, we will take all reasonable measures and actions to comply and to minimize
the adverse effect of such laws on us. However, we cannot assure you that we can fully or timely comply with such laws. In the event
that we are subject to any mandatory cybersecurity reviews and/or other requirements of the CAC, we face uncertainty as to whether any
clearance or other required actions can be timely completed, or at all. Given such uncertainty, it is possible that we may be required
to suspend the relevant business, or face other penalties, which could materially and adversely affect our business, financial condition,
results of operations and/or the value of our securities, or could significantly limit or completely hinder our ability to offer or continue
to offer securities to investors. As of the date of this prospectus, we have not been informed that we have been identified as a critical
information infrastructure operator by any governmental authorities. These laws and regulations are relatively new, and the PRC authorities
continue to promulgate and issue new laws, regulations and rules in this regard. Therefore, there is substantial uncertainty with respect
to the interpretation and implementation of these data security laws and regulations. We will closely monitor the relevant regulatory
environment and will assess and determine whether we are required to apply for the cybersecurity review.
We
may be classified as a “resident enterprise” for PRC enterprise income tax purposes; such classification could result in unfavorable
tax consequences to us and our non-PRC shareholders.
The Enterprise Income Tax
Law provides that enterprises established outside of China whose “de facto management bodies” are located in China are considered
PRC tax resident enterprises and will generally be subject to the uniform 25% PRC enterprise income tax rate on their global income. In
2009, the State Administration of Taxation (“SAT”) issued the Circular of the State Administration of Taxation on Issues Concerning
the Identification of Chinese-Controlled Overseas Registered Enterprises as Resident Enterprises in Accordance with the Actual Standards
of Organizational Management (“SAT Circular 82”), which was partially amended by the Announcement on Issues concerning the
Determination of Resident Enterprises Based on the Standards of Actual Management Institutions issued by the SAT on January 29, 2014,
and further partially amended by the Decision on Issuing the Lists of Invalid and Abolished Tax Departmental Rules and Taxation Normative
Documents issued by the SAT on December 29, 2017. SAT Circular 82, as amended, provides certain specific criteria for determining whether
the “de facto management body” of a Chinese-controlled offshore-incorporated enterprise is located in China, which include
all of the following conditions: (i) the location where senior management members responsible for an enterprise’s daily operations
discharge their duties; (ii) the location where financial and human resource decisions are made or approved by organizations or persons;
(iii) the location where the major assets and corporate documents are kept; and (iv) the location where more than half (inclusive) of
all directors with voting rights or senior management have their habitual residence. SAT Circular 82 further clarifies that the identification
of the “de facto management body” must follow the “substance over form” principle. In addition, the SAT issued
the Announcement of State Administration of Taxation on Promulgation of the Administrative Measures on Income Tax on Overseas Registered
Chinese-funded Holding Resident Enterprises (Trial Implementation) (“SAT Bulletin 45”) on July 27, 2011, effective from
September 1, 2011, and partially amended on April 17, 2015, June 28, 2016, and June 15, 2018, providing more guidance on the implementation
of SAT Circular 82. SAT Bulletin 45 clarifies matters including resident status determination, post-determination administration and competent
tax authorities. Although both SAT Circular 82 and SAT Bulletin 45 only apply to offshore enterprises controlled by PRC enterprises or
PRC enterprise groups, not those controlled by PRC individuals or foreign individuals, the determining criteria set forth in SAT Circular
82 and SAT Bulletin 45 may reflect the SAT’s general position on how the “de facto management body” test should be applied
in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises or PRC enterprise
groups or by PRC or foreign individuals.
Currently, there are no detailed
rules or precedents governing the procedures and specific criteria for determining “de facto management bodies” that are applicable to us
or our overseas subsidiaries. We do not believe that CHNR meets all of the conditions for a PRC resident enterprise. The Company is a
company incorporated outside the PRC. As a holding company, its key assets are its ownership interests in its subsidiaries, and its key
assets are located, and its records (including the resolutions of its board of directors and the resolutions of its shareholders) are
maintained, outside the PRC. For the same reasons, we believe our other entities outside of China are not PRC resident enterprises either.
However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities, and uncertainties remain with
respect to the interpretation of the term “de facto management body.” There can be no assurance that the PRC government will
ultimately take a view that is consistent with ours.
However, if the PRC tax authorities
determine that CHNR is a PRC resident enterprise for enterprise income tax purposes, we may be required to withhold a 10% withholding
tax from dividends we pay to our shareholders that are non-resident enterprises. Such 10% tax rate could be reduced by applicable tax
treaties or similar arrangements between China and the jurisdiction of our shareholders. For example, for shareholders eligible for the
benefits of the tax treaty between China and Hong Kong, known as the Hong Kong Special Administrative Region for the Avoidance of Double
Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income (the “Double Taxation Arrangement”), the tax
rate is reduced to 5% for dividends if relevant conditions are met, including without limitation that (a) the Hong Kong resident enterprise
must be the beneficial owner of the relevant dividends; and (b) the Hong Kong resident enterprise must directly hold no less than 25%
share ownership in the PRC resident enterprise during the 12 consecutive months preceding its receipt of the dividends. In current practice,
a Hong Kong resident enterprise must obtain a tax resident certificate from the Hong Kong tax authority to apply for the 5% lower PRC
withholding tax rate. As the Hong Kong tax authority will issue such a tax resident certificate on a case-by-case basis, we cannot assure
you that we will be able to obtain a tax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholding
tax rate of 5% under the Double Taxation Arrangement with respect to any dividends paid by our PRC subsidiaries to their immediate holding
companies. In addition, non-resident enterprise shareholders may be subject to a 10% PRC tax on gains realized on the sale or other disposition
of common equity if such income is treated as sourced from within the PRC. It is unclear whether our non-PRC individual shareholders would
be subject to any PRC tax on dividends or gains obtained by such non-PRC individual shareholders in the event we are determined to be
a PRC resident enterprise. If any PRC tax were to apply to such dividends or gains, it would generally apply at a rate of 20% unless a
reduced rate is available under an applicable tax treaty. However, it is also unclear whether non-PRC shareholders of the Company would
be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that the Company is
treated as a PRC resident enterprise.
Provided that CHNR, as a BVI
holding company, is not deemed to be a PRC resident enterprise, our shareholders who are not PRC residents will not be subject to PRC
income tax on dividends distributed by us or gains realized from the sale or other disposition of our shares. However, under SAT Circular
7, where a non-resident enterprise conducts an “indirect transfer” by transferring taxable assets, including, in particular,
equity interests in a PRC resident enterprise, indirectly by disposing of the equity interests of an overseas holding company, the non-resident
enterprise, being the transferor, or the transferee or the PRC entity which directly owned such taxable assets may report to the relevant
tax authority such indirect transfer. Using a “substance over form” principle, the PRC tax authority may disregard the existence
of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding
or deferring PRC tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax, and the transferee
would be obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident
enterprise. We and our non-PRC resident investors may be at risk of being required to file a return and being taxed under SAT Circular
7, and we may be required to expend valuable resources to comply with SAT Bulletin 37, or to establish that we should not be taxed under
SAT Circular 7 and SAT Bulletin 37.
In addition to the uncertainty
in how the new resident enterprise classification could apply, it is also possible that the rules may change in the future, possibly with
retroactive effect. If we are required under the Enterprise Income Tax Law to withhold PRC income tax on our dividends payable to our
foreign shareholders, including U.S. investors, or if you are required to pay PRC income tax on the transfer of our shares under the circumstances
mentioned above, the value of your investment in our shares may be materially and adversely affected. These rates may be reduced by an
applicable tax treaty, but it is unclear whether, if we are considered a PRC resident enterprise, holders of our shares would be able
to claim the benefit of income tax treaties or agreements entered into between China and other countries or areas. Any such tax may reduce
the returns on your investment in our shares.
Any failure to comply with PRC regulations
regarding the registration requirements for employee stock incentive plans may subject the PRC plan participants or us to fines and other
legal or administrative sanctions.
In February 2012, SAFE promulgated
the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plans of
Overseas Publicly-Listed Companies, replacing earlier rules promulgated in March 2007. Pursuant to these rules, PRC citizens and non-PRC
citizens who reside in China for a continuous period of not less than one year who participate in any stock incentive plan of an overseas
publicly listed company, subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could
be the PRC subsidiary of such overseas-listed company, and complete certain other procedures related to account establishment, funds transfer
and remittance. In addition, an overseas-entrusted institution must be retained to handle matters in connection with the exercise or sale
of stock options and the purchase or sale of corresponding shares and interests. We and our executive officers and other employees who
have been PRC citizens or who have resided in the PRC for a continuous period of not less than one year and who are granted options or
other awards under our equity incentive plan will be subject to these regulations. Failure to complete the SAFE registrations may subject
them to fines and legal sanctions and may also limit our ability to contribute additional capital into our PRC subsidiary and limit our
PRC subsidiaries’ ability to distribute dividends to us. As at the date of this prospectus, we have already completed the SAFE registration
and obtained the relevant approval of foreign exchange for our executive officers, consultants and other employees who have been granted
options and are subject to the above regulations. We also face regulatory uncertainties that could restrict our ability to adopt additional
incentive plans for our directors, executive officers and employees under PRC law.
On July 14, 2022, the board
of directors of the Company granted option covering an aggregate of 8,100,000 common shares of the Company to fifteen
consultants and employees of the Company under the China Natural Resources, Inc. 2014 Equity Incentive Plan. SAT has issued circulars
concerning employee share options, under which certain of our employees and consultants who are PRC tax residents and exercise share options
will be subject to PRC individual income tax. The individual income tax of consultant grantees and employees shall be paid according to
remuneration for personal services and wages and salaries respectively. Our PRC subsidiaries have obligations to file documents related
to employee share options with relevant tax authorities and to withhold individual income taxes of those employees and consultants who
exercise their share options. If our employees and consultants fail to pay or if we fail to withhold their individual income tax as required
by relevant laws and regulations, we may face sanctions imposed by the PRC tax authorities or other PRC government authorities.
Failure to make adequate contributions
to various mandatory social security plans as required by PRC regulations may subject us to penalties.
Under the PRC Social Insurance
Law and the Administrative Measures on Housing Fund, our PRC subsidiaries are required to participate in various government sponsored
employee benefit plans, including certain social insurance, housing funds and other welfare-oriented payment obligations, and to contribute
to the plans in amounts equal to certain percentages of salaries, including bonuses and allowances, of the employees up to a maximum amount
specified by the local government from time to time at locations where they operate the businesses. The requirements of employee benefit
plans have not been implemented consistently by the local governments in China given the different levels of economic development in different
locations. If the local governments deem our subsidiaries’ contribution to be insufficient, our subsidiaries may be subject to late
contribution fees or fines in relation to any underpaid employee benefits, and our financial condition and results of operations may be
adversely affected.
In Hong Kong, employers are
required to select and join a provident fund scheme (“MPF Scheme”) in accordance with the statutory requirements of the Mandatory
Provident Fund Schemes Ordinance for all employees in Hong Kong and to make contributions to the MPF Scheme based on the minimum statutory
contribution requirement of 5% of the eligible employees’ relevant aggregate income, subject to a capped amount. Any non-compliance
with statutory requirements with respect to our employees located in Hong Kong may result in enforcement being taken by the relevant authorities,
which could lead to financial penalties or imprisonment.
Enforcement of stricter labor laws
and regulations may increase our labor costs.
China’s overall economy
and the average wage have grown in recent years and are expected to continue to grow. The average wage level for our employees has also
grown in recent years. We expect that our labor costs, including wages and employee benefits, will continue to increase. Unless we are
able to pass on these increased labor costs to our customers who pay for our services, our profitability and results of operations may
be materially and adversely affected. The PRC Labor Contract Law and its implementing rules impose requirements concerning contracts
entered into between an employer and its employees and establishes time limits for probationary periods and for how long an employee
can be placed in a fixed-term labor contract. We cannot assure you that our or our subsidiaries’ employment policies and practices
do not, or will not, violate the Labor Contract Law or its implementing rules or that we will not be subject to related penalties, fines
or legal fees. If we or our subsidiaries are subject to large penalties or fees related to the Labor Contract Law or its implementing
rules, our business, financial condition and results of operations may be materially and adversely affected.
In addition, according to the Labor Contract Law and its implementing rules, if we intend to enforce the non-compete provision
with an employee in a labor contract or non-competition agreement, we have to compensate the employee on a monthly basis during the term
of the restriction period after the termination or ending of the labor contract, which may cause extra expenses to us. Furthermore, the
Labor Contract Law and its implementing rules require certain terminations to be based upon seniority rather than merit, which
significantly affects the cost of reducing workforce for employers. In the event we decide to significantly change or decrease our workforce
in the PRC, the Labor Contract Law could adversely affect our ability to enact such changes in a manner that is most advantageous to
our circumstances or in a timely and cost-effective manner, thus our results of operations could be adversely affected.
If
the chops of our PRC subsidiaries are not kept safely, are stolen or are used by unauthorized persons or for unauthorized purposes, the
corporate governance of these entities could be severely and adversely compromised.
In China, a company chop or
seal serves as the legal representation of the company towards third parties even when unaccompanied by a signature. Each legally registered
company in China is required to maintain a company chop, which must be registered with the local Public Security Bureau. In addition to
this mandatory company chop, companies may have several other chops which can be used for specific purposes. The chops of our PRC subsidiaries
are generally held securely by personnel designated or approved by us in accordance with our internal control procedures. To the extent
those chops are not kept safely, are stolen or are used by unauthorized persons or for unauthorized purposes, the corporate governance
of these entities could be severely and adversely compromised, and those corporate entities may be bound to abide by the terms of any
documents so chopped, even if they were chopped by an individual who lacked the requisite power and authority to do so. In addition, if
the chops are misused by unauthorized persons, our PRC subsidiaries could experience disruption to our normal business operations. We
may have to take corporate or legal action, which could involve significant time and resources to resolve while distracting management
from our operations.
Risks Relating to Our Securities
If we fail to regain compliance
with the continued listing requirements of Nasdaq, we would face possible delisting, which would result in a limited public market for
our common shares and make obtaining future debt or equity financing more difficult for us.
Our common shares are traded
and listed on Nasdaq under the symbol of “CHNR.” As previously announced, we received a notification letter from Nasdaq on
April 27, 2022, advising the Company that we were not in compliance with the minimum bid price requirements set forth
in Nasdaq Listing Rule 5550(a)(2) for continued listing on Nasdaq. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain
a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement
exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of the Company’s
common shares for the 30 consecutive business days prior to the date of the notification letter from Nasdaq, the Company no longer satisfied
the minimum bid price requirement. The notification letter provided that the Company had 180 calendar days, or until
October 24, 2022, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the Company’s common shares must
have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days (Nasdaq may monitor the price for as
long as 20 consecutive business days prior to making a final compliance determination).
On October 25, 2022, we received
a second notice letter from the Nasdaq, in which Nasdaq granted us an additional 180 days, or until April 24, 2023, to regain compliance,
because the Company met the continued listing requirement for market value of publicly held shares and all other applicable requirements,
except the bid price requirement, and the Company had indicated its intention of curing the deficiency by effecting a reverse stock split,
if necessary.
There is no assurance that
we will be able to regain compliance with the Nasdaq continued listing requirements. If we fail to do so, the Company’s common
shares may lose their status on Nasdaq and they would likely be traded on the over-the-counter markets. As a result, selling the Company’s
common shares could be more difficult because smaller quantities of shares would likely be bought and sold, transactions could be delayed,
and security analysts’ coverage of us may be reduced. In addition, in the event the Company’s common shares are
delisted, broker dealers would bear certain regulatory burdens which may discourage broker dealers from effecting transactions in the
Company’s common shares and further limit the liquidity of the Company’s shares. These factors could result
in lower prices and larger spreads in the bid and ask prices for the Company’s common shares. Such delisting from Nasdaq
and continued or further declines in the Company’s common share price could also greatly impair our ability to raise additional
necessary capital through equity or debt financing and could significantly increase the ownership dilution to shareholders caused by the
Company’s issuing equity in financing or other transactions.
INFORMATION
ABOUT THE OFFERING
The Offer and Listing; Offer Statistics and
Expected Timetable
The securities we may offer
pursuant to this prospectus are described elsewhere in this prospectus. We may offer the securities described in this prospectus at an
aggregate initial offering price not to exceed $92,674,000.
This
prospectus provides you with a general description of the securities we may offer. Each time we offer securities, we will provide a prospectus
supplement that will contain specific information about the terms of the offering. A prospectus supplement will provide applicable disclosure
about the specific details of any offering of securities including such matters as pricing, terms of the offering, restrictions on transferability
of the securities, subscription rights, pre-emptive rights, the engagement of underwriters and the plan of distributing the securities.
A prospectus supplement may also include a discussion of risks or other special considerations applicable to us or the securities being
offered; and may also add, update or change information contained in this prospectus.
If there is any inconsistency
between the information in this prospectus and any related prospectus supplement, you must rely on the information in the prospectus supplement.
Please carefully read both this prospectus and the related prospectus supplement in their entirety together with additional information
described under the heading "Where You Can Find More Information" in this prospectus. This prospectus may not be used to sell
any securities unless accompanied by a prospectus supplement. It is anticipated that the securities covered by this prospectus may be
offered for a period of not longer than three years from the date of this prospectus.
The amount of securities
that we may sell under this prospectus during any 12-month period is limited by General Instruction I.B.5. of Form F-3 to one-third of
the aggregate market value of our Public Float. The aggregate market value of our Public Float as of February 2, 2023 was $9,102,960.72
(calculated by multiplying the 13,408,397 shares in our Public Float by the $0.6789 closing price of our common shares
on such date). During the 12 calendar month period that ends on and includes the date of this prospectus, we did not offer any securities
pursuant to General Instruction I.B.5. This limitation will only apply until such time, if any, as our Public Float exceeds $75,000,000.
Capitalization and Indebtedness
The following table sets forth as
of June 30, 2022, our capitalization and indebtedness on an actual basis:
| |
As of June 30, 2022 (in thousands) | |
| |
RMB | | |
US$ | |
CURRENT LIABILITIES: | |
| | | |
| | |
Unguaranteed and unsecured | |
| | | |
| | |
Due to related companies | |
| 5,986 | | |
| 893 | |
Due to the Shareholder | |
| 14,050 | | |
| 2,097 | |
Dividend payable | |
| 5,048 | | |
| 753 | |
Lease liabilities | |
| 613 | | |
| 91 | |
Guaranteed and secured: | |
| | | |
| | |
Interest-bearing loans and borrowings | |
| 3,000 | | |
| 448 | |
Sub-total | |
| 28,697 | | |
| 4,282 | |
| |
| | | |
| | |
NON-CURRENT LIABILITIES: | |
| | | |
| | |
Unguaranteed and unsecured: | |
| | | |
| | |
Lease liabilities | |
| 1,033 | | |
| 155 | |
Guaranteed and secured: | |
| | | |
| | |
Interest-bearing loans and borrowings | |
| 72,500 | | |
| 10,822 | |
Sub-total | |
| 73,533 | | |
| 10,977 | |
Total Debt | |
| 102,230 | | |
| 15,259 | |
| |
| | | |
| | |
EQUITY: | |
| | | |
| | |
Issued capital | |
| 450,782 | | |
| 67,286 | |
Other capital reserves | |
| 719,110 | | |
| 107,338 | |
Accumulated losses | |
| (1,082,438 | ) | |
| (161,570 | ) |
Other comprehensive losses | |
| (10,076 | ) | |
| (1,504 | ) |
Total Equity | |
| 77,378 | | |
| 11,550 | |
This table should be read in conjunction with,
and is qualified in its entirety by reference to, our unaudited consolidated financial statements and the notes thereto in our report
on Form 6-K filed with the SEC on November 7, 2022.
Reasons for the Offer and Use of Proceeds
Unless otherwise indicated
in an accompanying prospectus supplement, the net proceeds from the sale of the securities offered hereby will be used for general corporate
purposes. We have not allocated any portion of the net proceeds for any particular use at this time. The net proceeds may be invested
temporarily until they are used for their stated purpose. Specific information concerning the use of proceeds from the sale of any securities
will be included in the prospectus supplement relating to such securities.
Interests of Experts and Counsel
No named expert of or counselor
to us was employed on a contingent basis, or, to our knowledge, owns an amount of our shares (or those of our subsidiaries) which is material
to that person, or has a material, direct or indirect economic interest in us or that depends on the success of the offering.
Offer and Listing Details; Markets
The principal United States
market for our common shares, our only class of outstanding equity securities, is Nasdaq. Our common shares have been listed on Nasdaq
since November 22, 2004, under the symbol “CHNR.” We are not aware of any principal market for any of our securities outside
of the United States.
Plan of Distribution
A discussion of the Plan of
Distribution is included elsewhere in this prospectus under the heading “Plan of Distribution.” Additional information relating
to the plan of distribution covering a specific offering will be contained in the applicable prospectus supplement.
Selling Security Holders
This prospectus does not cover
the resale of securities by selling security holders.
Dilution
The specific transaction or
terms upon which shares covered by this prospectus may be issued is not known at this time. Each time we sell securities covered by this
prospectus, we will provide a prospectus supplement that will contain certain specific information about the terms of that issuance. In
the event that there is substantial disparity between the public offering price of the securities to be issued and the effective cost
to directors or senior management or affiliated persons, of equity securities acquired by them during the last five years, or which they
have the right to acquire, a comparison of the public contribution in the proposed public offering and the effective cash contributions
of such persons, as well as the amount and percentage of immediate dilution resulting from the offering, will be contained in the prospectus
supplement.
Expenses of the Issue
The following table sets forth the
estimated costs and expenses payable by us in connection with the registration of the securities being registered hereunder. All of the
amounts shown are estimates, except for the SEC Filing Fee and FINRA Filing Fee.
Description |
|
Amount |
|
|
|
SEC Filing Fee |
|
$ |
11,232(1) |
FINRA Filing Fee |
|
|
14,401 |
Legal Fees and Expenses |
|
|
* |
Accounting Fees and Expenses |
|
|
* |
Printing and Filing Expenses |
|
|
* |
Transfer Agent and Registrar |
|
|
|
Miscellaneous |
|
|
* |
Total |
|
$ |
* |
———————
| (1) | Reflects the registration fee previously paid in connection with unsold securities pursuant to Rule 415(a)(6)
under the Securities Act of 1933, as amended (the “Securities Act”). |
Estimated expenses are not
presently known. The foregoing sets forth the general categories of expenses (other than underwriting discounts and commissions) that
the Company anticipates it will incur in connection with the offering of securities under the registration statement. An estimate of the
aggregate expenses in connection with the issuance and distribution of the securities being offered will be included in the applicable
prospectus supplement or a report on Form 6-K that is incorporated by reference into the registration statement of which this prospectus
forms a part.
DESCRIPTION
OF SHARE CAPITAL
The following is a summary
of the terms of our common shares and preferred shares that we may issue from time to time pursuant to this prospectus. We may also create
new classes or series of preferred shares that may be issued pursuant to this prospectus. Common shares and preferred shares may be offered
independently, with each other or together with other securities. When we offer common shares or preferred shares in the future, a prospectus
supplement will explain the terms of any common shares and/or preferred shares to be issued.
The summary descriptions in
this prospectus and any summary descriptions in the applicable prospectus supplement do not purport to be complete descriptions of the
terms and conditions of any class or series of preferred shares and are qualified in their entirety by reference to the designations,
powers, preferences and rights, qualifications, limitations and restrictions which are fixed by our directors at the time of issuing the
relevant preferred shares or class or series of preferred shares, pursuant to which each such class or series was created and issued,
as set out or described or otherwise approved by resolutions of our board of directors, and any other documents referenced in such board
resolutions, including any certificates of designation. We urge you to read the applicable description of the terms of any such preferred
shares, which have been or will be filed with or furnished to the SEC on or before the time of any sale of preferred shares, because they,
and not this description, will define the rights of holders of such securities.
General
We are currently authorized
to issue up to 210,000,000 shares consisting of (a) 200,000,000 common shares, without par value, and (b) 10,000,000 preferred shares,
without par value. As of the date of this prospectus, there were 40,948,082 common shares issued and outstanding, all of which are fully
paid and non-assessable, and no preferred shares issued or outstanding. Our common shares are issued in registered form and are issued
when registered in our register of members.
Common Shares
Subject to the dividend rights
of preferred security holders, holders of common shares participate in dividends on a proportionate basis, as may be declared by the board
of directors. Upon liquidation, dissolution or winding up of the Company, after payment to creditors and holders of our outstanding preferred
shares, if any, our remaining assets, if any, will be divided proportionately on a per share basis among the holders of our common shares.
Each common share has one
vote. Holders of our shares do not have cumulative voting rights. This means that the holders of a majority of the votes which are cast
at any shareholders meeting can pass a resolution of members, including a resolution to appoint directors. In that event, the holders
of the remaining shares will not be able to appoint any directors. Our Amended and Restated Memorandum (our “Memorandum”)
and Articles of Association (our “Articles,” and together with our Memorandum, our “Memorandum and Articles”)
provide that, except in limited circumstances, shareholders (also referred to as “members”) entitled to exercise at least
50% of the voting rights of the shares of each class or series of shares entitled to vote as a class or series thereon, and the same proportion
of the votes of the remaining shares entitled to vote thereon, constitutes a quorum to transact business at a meeting of members. However,
in the event a meeting of shareholders is adjourned due to the absence of a quorum, at the adjourned meeting the quorum requirement shall
be reduced to one-third of the votes of shares or each class or series of shares entitled to vote on the resolutions to be considered
by the meeting. Our common shares have no preemptive, subscription or conversion rights.
Shares may be issued on the
terms that they are redeemable or, at the option of the Company, liable to be redeemed, on such terms and in such manner as the directors
before or at the time of the issue of such shares may determine. The Company may purchase, redeem or acquire its own shares for such consideration
as may be determined by the directors, subject to the written consent of all the members whose shares are to be purchased, redeemed or
otherwise acquired, and such shares may, at the direction of the directors, be cancelled or held as treasury shares; provided, however,
that the Company may not purchase, redeem or acquire its shares unless, immediately following the purchase, redemption or acquisition
(a) the value of the Company's assets exceeds its liabilities and (b) the Company is able to pay its debts as they become due.
Preferred Shares
Our Articles provide that
preferred shares shall carry such designations, powers, preferences and rights, qualifications, limitations and restrictions as shall
be fixed by our board of directors at the time of issuing the relevant preferred shares or class or series of preferred shares, as the
case may be. In the event that our board of directors so designates preferred shares for issuance, we may issue any such preferred shares
that are properly authorized in transactions covered by this prospectus. A description of the terms of any such preferred shares and the
transaction in which the preferred shares are to be issued will be included in a prospectus supplement delivered at the time of the applicable
transaction.
Warrants
As of the date of this prospectus,
there are outstanding warrants to purchase up to 1,980,000 common shares of the Company.
The warrants have an exercise
price of $0.623 per common share, are currently exercisable and will expire on July 22, 2024. The exercise price and number of common
shares issuable upon exercise of the warrants is subject to appropriate adjustment upon the occurrence of certain events, including, but
not limited to, stock dividends or splits, business combination, sale of assets, similar recapitalization transactions or other similar
transactions. In addition, the exercise price of the warrants issued to investors in our January 2021 private placement is subject to
an adjustment in the event that we issue common shares for less than the applicable exercise price of the warrant. Holders of those warrants
are eligible to participate in distributions to holders of the common shares to the same extent as if they had exercised their warrants
prior to such distribution.
Holders of the warrants may
exercise their warrants to purchase common shares on or before the expiration date of such warrants by delivering an exercise notice,
appropriately completed and duly signed. Following each exercise of the warrants, the holder is required to pay the exercise price for
the number of common shares for which the warrant is being exercised in cash. A holder of the warrants also will have the right to exercise
its warrants on a cashless basis if a registration statement or prospectus contained therein is not available for the resale of the common
shares issuable upon exercise thereof. Warrants may be exercised, in whole or in part, and any portion of a warrant not exercised prior
to the termination date shall be and become void and of no value. The absence of an effective registration statement or applicable exemption
from registration does not alleviate our obligation to deliver common shares issuable upon exercise of a warrant.
Upon the holder’s exercise
of a warrant, we will issue the common shares issuable upon exercise of the warrant within two trading days of our receipt of notice of
exercise, subject to receipt of payment of the aggregate exercise price therefor.
The common shares issuable
on exercise of the warrants are duly and validly authorized and will be, when issued, delivered and paid for in accordance with the warrants,
validly issued and fully paid and non-assessable.
If, at any time a warrant
is outstanding, we consummate any fundamental transaction, as described in the warrants and generally including any consolidation or merger
into another corporation, or the sale of all or substantially all of our assets, or other transaction in which our common shares are converted
into or exchanged for other securities or other consideration, the holder of any warrants will thereafter receive, the securities or other
consideration to which a holder of the number of common shares then deliverable upon the exercise or exchange of such warrants would have
been entitled upon such consolidation or merger or other transaction. Additionally, in the event of a fundamental transaction, each warrant
holder will have the right to require us, or our successor, to repurchase the warrants for an amount equal to the Black-Scholes value
of the remaining unexercised portion of the warrant on the terms set forth in the warrant.
The exercisability of the
warrants may be limited in certain circumstances if, after giving effect to such exercise, the holder or any of its affiliates would beneficially
own (as determined pursuant to Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder) more than 4.99%
or 9.99% of our common shares, at the election of the holder.
Transfer Agent
The transfer agent for our
common shares is Pacific Stock Transfer Company, 6725 Via Austi Parkway, Suite 300, Las Vegas NV 89119.
2014 Equity Compensation Plan (the “Plan”)
The Plan is administered by
the board of directors or a committee designated by the board (the “Plan Committee”). The Plan allows the Plan Committee to
grant various incentive equity awards not limited to stock options. The Company has reserved a number of common shares equal to 20% of
the issued and outstanding common shares of the Company, from time-to-time, for issuance pursuant to options granted (“Plan Options”)
or for restricted stock awarded (“Stock Grants”) under the Plan. Stock Appreciation Rights may be granted as a means of allowing
participants to pay the exercise price of Plan Options. Stock Grants may be made upon such terms and conditions as the Plan Committee
determines. Stock Grants may include deferred stock awards under which receipt of Stock Grants is deferred, with vesting to occur upon
such terms and conditions as the Plan Committee determines.
The Plan Committee will determine,
from time to time, those of our officers, directors, employees and consultants to whom Stock Grants and Plan Options will be granted,
the terms and provisions of the respective Stock Grants and Plan Options, the dates such Plan Options will become exercisable, the number
of shares subject to each Plan Option, the purchase price of such shares and the form of payment of such purchase price. Plan Options
and Stock Grants will be awarded based upon the fair market value of our common shares at the time of the award. All questions relating
to the administration of the Plan, and the interpretation of the provisions thereof are to be resolved at the sole discretion of the Plan
Committee. The Plan terminates on June 19, 2024.
A total of 8,189,616 common
shares have been reserved for issuance under the Plan. On July 14, 2022, the Company approved grants of option awards covering an aggregate
of 8,100,000 common shares of the Company to fifteen consultants and employees of the Company under the Plan. Woo
Chun Kei Jackie and Li Feiwen received options exercisable for 3,700,000 and 3,000,000 Shares, respectively. The remaining 13 grant recipients
received option awards exercisable for amounts ranging between 40,000 to 200,000 common shares. The granted options vested immediately
upon granting and became exercisable upon the filing of the Company’s registration statement on Form S-8 (File No. 333-266219).
The exercise price for the options is $0.623 per common share. The options expire three years from the date of grant.
DESCRIPTION
OF DEBT SECURITIES
General
As used in this prospectus,
the term “debt securities” means the debentures, notes, bonds and other evidence of indebtedness that we may issue from time
to time. Debt securities will be issued under an indenture between us and a trustee to be named therein. We have filed the form of indenture
as an exhibit to the registration statement of which this prospectus is a part. We may issue debt securities which may or may not be converted
into our common shares. It is likely that convertible debt securities will not be issued under an indenture. We may issue the debt securities
independently or together with any underlying securities, and debt securities may be attached or separate from the underlying securities.
The following description
is a summary of selected provisions relating to the debt securities that we may issue. The summary is not complete. When debt securities
are offered in the future, a prospectus supplement, information incorporated by reference, or a free writing prospectus, as applicable,
will explain the particular terms of those securities and the extent to which these general provisions may apply. The specific terms of
the debt securities as described in a prospectus supplement, information incorporated by reference or free writing prospectus will supplement
and, if applicable, may modify or replace the general terms described in this section.
This summary and any description
of debt securities in the applicable prospectus supplement, information incorporated by reference, or free writing prospectus is subject
to and is qualified in its entirety by reference to all the provisions of any specific debt securities document or agreement. We will
file each of these documents, as applicable, with the SEC and incorporate them by reference as an exhibit to the registration statement
of which this prospectus is a part on or before the time we issue a series of debt securities. See “Where You Can Find More Information”
and “Information Incorporated by Reference” below for information on how to obtain a copy of a debt securities document when
it is filed.
When we refer to a series
of debt securities, we mean all debt securities issued as part of the same series under the applicable indenture.
Terms
The applicable prospectus
supplement, information incorporated by reference or free writing prospectus may describe the terms of any debt securities that we may
offer, including, but not limited to, the following:
| · | the title of the debt securities; |
| · | the total amount of the debt securities; |
| · | the amount or amounts of the debt securities that will be issued and respective interest rate or interest
rates; |
| · | the conversion price at which the debt securities may be converted; |
| · | the date on which the right to convert the debt securities will commence and the date on which the right
will expire; |
| · | if applicable, the minimum or maximum amount of debt securities that may be converted at any one time; |
| · | if applicable, a discussion of material federal income tax consideration; |
| · | if applicable, the terms of the payoff of the debt securities; |
| · | the identity of the indenture agent, if any; |
| · | the procedures and conditions relating to the conversion of the debt securities; and |
| · | any other terms of the debt securities, including terms, procedures and limitations relating to the exchange
or conversion of the debt securities. |
Form, Exchange and Transfer
We may issue the debt securities
in registered form or bearer form. Debt securities issued in registered form, i.e., book-entry form, will be represented by a global security
registered in the name of a depository, which will be the holder of all the debt securities represented by the global security. Those
investors who own beneficial interests in global debt securities will do so through participants in the depository’s system, and
the rights of these indirect owners will be governed solely by the applicable procedures of the depository and its participants. In addition,
we may issue debt securities in non-global form, i.e., bearer form. If any debt securities are issued in non-global form, debt securities
certificates may be exchanged for new debt securities certificates of different denominations, and holders may exchange, transfer, or
convert their debt securities at the debt securities agent’s office or any other office indicated in the applicable prospectus supplement,
information incorporated by reference or free writing prospectus.
A debt security may entitle
the holder to purchase, in exchange for the extinguishment of debt, an amount of securities at a conversion price that will be stated
in the debt security. Convertible debt securities may be converted at any time up to the close of business on the expiration date set
forth in the terms of such debt security. After the close of business on the expiration date, convertible debt securities not exercised
will be paid in accordance with their terms. Prior to the conversion of their debt securities, holders of debt securities convertible
for common shares will not have any rights of holders of common shares, and will not be entitled to dividend payments, if any, or voting
rights of the common shares.
Debt securities may be converted
as set forth in the applicable prospectus supplement. Upon receipt of a notice of conversion properly completed and duly executed by us
or our agent, as applicable, we will forward, as soon as practicable, the securities purchasable upon such exercise. If less than all
of the debt security represented by such security is converted, a new debt security will be issued for the remaining debt security.
DESCRIPTION
OF WARRANTS
General
We may issue warrants to purchase
our securities. We may issue the warrants independently or together with any underlying securities, and the warrants may be attached or
separate from the underlying securities. We may also issue a series of warrants under a separate warrant agreement to be entered into
between us and a warrant agent. The warrant agent will act solely as our agent in connection with the warrants of such series and will
not assume any obligation or relationship of agency for or with holders or beneficial owners of warrants.
The following description
is a summary of selected provisions relating to the warrants that we may issue. The summary is not complete. When warrants are offered
in the future, a prospectus supplement, information incorporated by reference, or a free writing prospectus, as applicable, will explain
the particular terms of those securities and the extent to which these general provisions may apply. The specific terms of the warrants
as described in a prospectus supplement, information incorporated by reference, or free writing prospectus will supplement and, if applicable,
may modify or replace the general terms described in this section.
This summary and any description
of warrants in the applicable prospectus supplement, information incorporated by reference, or free writing prospectus is subject to and
is qualified in its entirety by reference to all the provisions of any specific warrant document or agreement, if applicable. We will
file each of these documents, as applicable, with the SEC and incorporate them by reference as an exhibit to the registration statement
of which this prospectus is a part on or before the time we issue a series of warrants. See “Where You Can Find Additional Information”
and “Incorporation of Documents by Reference” below for information on how to obtain a copy of a warrant document when it
is filed.
When we refer to a series
of warrants, we mean all warrants issued as part of the same series under the applicable warrant agreement.
Terms
The applicable prospectus
supplement, information incorporated by reference, or free writing prospectus, may describe the terms of any warrants that we may offer,
including, but not limited to, the following:
| · | the title of the warrants; |
| · | the total number of warrants; |
| · | the price or prices at which the warrants will be issued; |
| · | the price or prices at which the warrants may be exercised; |
| · | the currency or currencies that investors may use to pay for the warrants; |
| · | the date on which the right to exercise the warrants will commence and the date on which the right will
expire; |
| · | whether the warrants will be issued in registered form or bearer form; |
| · | information with respect to book-entry procedures, if any; |
| · | if applicable, the minimum or maximum amount of warrants that may be exercised at any one time; |
| · | if applicable, the designation and terms of the underlying securities with which the warrants are issued
and the number of warrants issued with each underlying security; |
| · | if applicable, the date on and after which the warrants and the related underlying securities will be
separately transferable; |
| · | if applicable, a discussion of material federal income tax considerations; |
| · | if applicable, the terms of redemption of the warrants; |
| · | the identity of the warrant agent, if any; |
| · | the procedures and conditions relating to the exercise of the warrants; and |
| · | any other terms of the warrants, including terms, procedures, and limitations relating to the exchange
and exercise of the warrants. |
Warrant Agreement
We may issue the warrants
in one or more series under one or more warrant agreements, each to be entered into between us and a bank, trust company, or other financial
institution as warrant agent. We may add, replace, or terminate warrant agents from time to time. We may also choose to act as our own
warrant agent or may choose one of our subsidiaries to do so.
The warrant agent under a
warrant agreement will act solely as our agent in connection with the warrants issued under that agreement. Any holder of warrants may,
without the consent of any other person, enforce by appropriate legal action, on its own behalf, its right to exercise those warrants
in accordance with their terms.
Form, Exchange, and Transfer
We may issue the warrants
in registered form or bearer form. Warrants issued in registered form, i.e., book-entry form, will be represented by a global security
registered in the name of a depository, which will be the holder of all the warrants represented by the global security. Those investors
who own beneficial interests in a global warrant will do so through participants in the depository’s system, and the rights of these
indirect owners will be governed solely by the applicable procedures of the depository and its participants. In addition, we may issue
warrants in non-global form, i.e., bearer form. If any warrants are issued in non-global form, warrant certificates may be exchanged for
new warrant certificates of different denominations, and holders may exchange, transfer, or exercise their warrants at the warrant agent’s
office or any other office indicated in the applicable prospectus supplement, information incorporated by reference, or free writing prospectus.
Prior to the exercise of their
warrants, holders of warrants exercisable for common shares will not have any rights of holders of common shares and will not be entitled
to dividend payments, if any, or voting rights of the common shares.
Exercise of Warrants
A warrant will entitle the
holder to purchase for cash an amount of securities at an exercise price that will be stated in, or that will be determinable as described
in, the applicable prospectus supplement, information incorporated by reference, or free writing prospectus. Warrants may be exercised
at any time up to the close of business on the expiration date set forth in the applicable offering material. After the close of business
on the expiration date, unexercised warrants will become void. Warrants may be redeemed as set forth in the applicable offering material.
Warrants may be exercised
as set forth in the applicable offering material. Upon receipt of payment and the warrant certificate properly completed and duly executed
at the corporate trust office of the warrant agent or any other office indicated in the applicable offering material, we will forward,
as soon as practicable, the securities purchasable upon such exercise. If less than all of the warrants represented by such warrant certificate
are exercised, a new warrant certificate will be issued for the remaining warrants.
DESCRIPTION
OF UNITS
We may issue units consisting
of any combination of the other types of securities offered under this prospectus in one or more series. We may evidence each series of
units by unit certificates that we will issue under a separate agreement. We may enter into unit agreements with a unit agent, and if
we do so, each unit agent will be a bank or trust company that we select and we will indicate the name and address of the unit agent in
the applicable prospectus supplement relating to a particular series of units.
The following description,
together with the additional information included in any applicable prospectus supplement, summarizes the general features of the units
that we may offer under this prospectus. You should read any prospectus supplement that we authorize to be provided to you related to
the series of units being offered, as well as the complete version of any unit agreement containing the terms of the units that we may
enter into. Specific unit agreements, if any, will contain additional important terms and provisions and we will file as an exhibit to
the registration statement of which this prospectus is a part, or will incorporate by reference from another report that we file with
the SEC, the form of each unit agreement relating to units offered under this prospectus that we enter into.
If we offer any units, certain
terms of that series of units will be described in the applicable prospectus supplement, including, without limitation, the following,
as applicable:
| · | the title of the series of units; |
| · | identification and description of the separate constituent securities comprising the units; |
| · | the price or prices at which the units will be issued; |
| · | the date, if any, on and after which the constituent securities comprising the units will be separately
transferable; |
| · | a discussion of certain United States Federal income tax considerations applicable to the units; and |
| · | any other terms of the units and their constituent securities. |
Issuance in Series
We may issue units in such
amounts and in such numerous distinct series as we determine.
Enforceability of Rights by Holders of
Units
Each unit agent will act solely
as our agent under the applicable unit agreement and will not assume any obligation or relationship of agency or trust with any holder
of any unit. A single bank or trust company may act as unit agent for more than one series of units. A unit agent will have no duty or
responsibility in case of any default by us under the applicable unit agreement or unit, including any duty or responsibility to initiate
any proceedings at law or otherwise, or to make any demand upon us. Any holder of a unit may, without the consent of the related unit
agent or the holder of any other unit, enforce by appropriate legal action its rights as holder under any security included in the unit.
We, and any unit agent and
any of their agents, may treat the registered holder of any unit certificate as an absolute owner of the units evidenced by that certificate
for any purpose and as the person entitled to exercise the rights attaching to the units so requested, despite any notice to the contrary.
PLAN OF DISTRIBUTION
We may sell the securities
covered by this prospectus from time to time in one or more offerings. Registration of the securities does not mean, however, that those
securities will necessarily be offered or sold.
We may sell the securities
separately or together:
| · | through one or more underwriters or dealers in a public offering and sale by them; |
| · | directly to investors, including our affiliates and shareholders, or in a rights offering; |
| · | through any combination of any of these methods of sale. |
We may sell the securities
from time to time:
| · | in one or more transactions at a fixed price or prices, which may be changed from time to time; |
| · | at market prices prevailing at the times of sale; |
| · | in “at the market offerings,” within the meaning of Rule 415(a)(4) of the Securities Act,
to or through a sales agent or market maker or into an existing trading market, on an exchange or otherwise; |
| · | at prices related to such prevailing market prices; or |
Each time we sell securities
covered by this prospectus, we will describe the method of distribution of the securities and the terms of the offering in the prospectus
supplement. Any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time.
We may engage in at-the-market
offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act, and we may also sell securities
through a rights offering, forward contracts or similar arrangements. In any distribution of subscription rights to shareholders, if all
of the underlying securities are not subscribed for, we may then sell the unsubscribed securities directly to third parties or may engage
the services of one or more underwriters, dealers or agents, including standby underwriters, to sell unsubscribed securities to third
parties.
If underwriters are used in
the sale of any securities, the securities may be acquired by the underwriters for their own account and may be resold from time to time
in one or more transactions described above. The securities may be either offered to the public through underwriting syndicates represented
by managing underwriters, or directly by underwriters. Generally, the underwriters’ obligations to purchase the securities will
be subject to conditions precedent and the underwriters will be obligated to purchase all of the securities if they purchase any of the
securities.
We may designate agents to
sell the securities. Unless otherwise specified in connection with any particular sale of securities, the agents will agree to use their
best efforts to solicit purchases for the period of their appointment. We may use underwriters or agents with whom we have a material
relationship. We will describe in the prospectus supplement, naming the underwriter or agent, the nature of any such relationship.
We may authorize underwriters,
dealers or agents to solicit offers by certain purchasers to purchase the securities from us at the public offering price set forth in
the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future.
The contracts will be subject only to those conditions set forth in the prospectus supplement, and the prospectus supplement will set
forth any commissions we pay for solicitation of these contracts.
We may enter into derivative
transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions.
If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered
by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities
pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities
received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions
will be an underwriter and will be identified in the applicable prospectus supplement or in a post-effective amendment.
Underwriters, dealers and
agents may be entitled to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, or
to contribution with respect to payments made by the underwriters, dealers or agents, under agreements between us and the underwriters,
dealers and agents.
We may grant underwriters
who participate in the distribution of securities an option to purchase additional securities to cover over-allotments, if any, in connection
with the distribution.
Underwriters, dealers or agents
may receive compensation in the form of discounts, concessions or commissions from us or our purchasers, as their agents in connection
with the sale of securities. These underwriters, dealers or agents may be considered to be underwriters under the Securities Act. As a
result, discounts, commissions or profits on resale received by the underwriters, dealers or agents may be treated as underwriting discounts
and commissions. The prospectus supplement will identify any such underwriter, dealer or agent and describe any compensation received
by them from us. Any initial public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed
from time to time.
Any common shares sold pursuant
to a prospectus supplement will be listed for trading on Nasdaq.
Any underwriter may engage
in over-allotment transactions, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M
under the Exchange Act. Over-allotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions
permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions
involve purchases of the securities in the open market after the distribution is completed to cover short positions. Penalty bids permit
the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a covering
transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be.
If commenced, the underwriters may discontinue any of the activities at any time. We make no representation or prediction as to the direction
or magnitude of any effect that such transactions may have on the price of the securities. A description of these activities, if any,
will be contained in the applicable prospectus supplement.
Underwriters,
broker-dealers or agents who may become involved in the sale of the common shares may engage in transactions with and perform other services
for us in the ordinary course of their business for which they receive compensation.
OUR CHARTER AND CERTAIN PROVISIONS OF BVI
LAW
Charter
Our charter documents consist
of our Memorandum and Articles.
The following is a
summary of some of the key provisions of our Memorandum and Articles. This summary does not purport to be complete and does not address
all of the provisions of our Memorandum and Articles. Readers are urged to review these documents in their entirety for a complete understanding
of the provisions of our charter documents.
Memorandum
Corporate Powers
We were incorporated in the
BVI on December 14, 1993, with company number 102930. Clause 6 of our Memorandum of Association provides that the objects for which
we are established are unrestricted and we shall have full power and authority to carry out any object which is not prohibited by any
laws in force in the BVI.
Authorized Shares
We are authorized to issue
a maximum of 210 million shares of no par value, of which, 200 million may be common shares and 10 million may be preferred shares. The
directors of the Company or our shareholders may increase or decrease the maximum number of authorized shares by amending the Memorandum
as provided by law.
Each common share is entitled
to one vote on each matter submitted to a vote of shareholders. Common shares are subject to redemption, purchase and acquisition by the
Company for fair value. Common shares shall be entitled to receive such dividends and distributions as may be declared by the directors.
Subject to the rights of holders of each class of shares, the directors may declare and pay dividends on any class of shares to the exclusion
of others. All our common shares shall be entitled to share in the surplus assets of the Company available for distribution upon liquidation.
Preferred shares shall carry such designations, powers, preferences and rights, qualifications, limitations and restrictions as may be
determined by the directors at the time of issuance.
In December 2004, the board
of directors designated and issued, and thereafter, exchanged (for 320,000 common shares) and retired, 320,000 of the Company’s
Series B preferred shares. No other preferred shares have been designated or issued by the Company and, on September 19, 2019, the board
of directors adopted a resolution cancelling the designation of the Series B preferred shares, and restoring such shares to the status
of authorized but unissued preferred shares.
Amendments to
Memorandum and Articles
Subject to the laws of the
BVI and certain limited exceptions contained in the Memorandum, the Memorandum and Articles may each be amended by a resolution of our
members or by a resolution of our directors.
Articles
Issuance of
Shares
The unissued shares of the
Company may be issued at the discretion of the directors, who may determine whether to issue shares, grant options over or otherwise dispose
of them, at such times and for such consideration (which may not be less than par value (if any) of the shares) as the directors determine.
Consideration may take any form acceptable to the directors, including money, a promissory note, or other written obligation to contribute
money or property, real property, personal property (including goodwill and know-how), services rendered or a contract for future services;
provided that in the case of consideration other than money, the directors must pass a resolution stating (a) the amount to be credited
for issuance of the shares, (b) their determination of the reasonable present cash value of the non-monetary consideration and (c) that,
in their opinion, the present cash value of the non-monetary consideration is not less the amount to be credited for the share issuance.
Redemption of
Shares
Shares may be issued on the
terms that they are redeemable or, at the option of the Company, liable to be redeemed, on such terms and in such manner as the directors
before or at the time of the issue of such shares may determine.
The Company may purchase,
redeem or otherwise acquire its own shares for such consideration as may be determined by the directors, subject to the written consent
of all the members whose shares are to be purchased, redeemed or otherwise acquired, and such shares may, at the direction of the directors,
be cancelled or held as treasury shares; provided, however, that the Company may not purchase, redeem or acquire its shares unless, immediately
following the purchase, redemption or acquisition (a) the value of the Company’s assets exceeds its liabilities and (b) the Company
is able to pay its debts as they become due.
Meetings of
Shareholders
The directors may convene
meetings of our shareholders at such times and in such manner and places as the directors consider necessary or desirable. In addition,
the directors are required to convene a meeting of our shareholders upon the written request of shareholders holding 30% or more of the
voting rights in respect of the matter for which the meeting is requested. At least seven days’ notice of the meeting is required
to be given to the shareholders whose names appear on the share register. One or more shareholders entitled to exercise at least 50% of
the voting rights of the shares of each class or series of shares entitled to vote as a class or series thereon, and the same proportion
of the votes of the remaining shares entitled to vote thereon, must be present at a meeting of shareholders, in person or by proxy, in
order to constitute a quorum and the affirmative vote of a simple majority of those present and entitled to vote shall be required in
order to approve and pass a resolution of shareholders. However, in the event a meeting of shareholders is adjourned due to the absence
of a quorum, at the adjourned meeting the quorum requirement shall be reduced to one-third of the votes of shares or each class or series
of shares entitled to vote on the resolutions to be considered by the meeting. Our Memorandum and Articles provide that any action that
may be taken at a meeting of shareholders may be taken without a meeting if the action is approved by a resolution consented to in writing
by shareholders, by an absolute majority of the votes of shares entitled to vote thereon, without the need for any notice.
Directors
Our Articles provides that
our board of directors shall consist of not less than three nor more than 25 directors; and directors, solely for purposes of determining
the term for which they will serve, are classified as Class I, Class II and Class III directors, with approximately one-third
of the total number of directors being allocated to each Class. Each director is to hold office for a three-year term expiring at the
annual meeting of shareholders held in the third year after his or her appointment. Directors may be removed by the shareholders by a
resolution of shareholders, with or without cause, and by the directors by a resolution of directors, only with cause.
The business of the Company
shall be managed by the directors, who may exercise all such powers of the Company as are necessary for managing and for directing and
supervising, the business and affairs of the Company as are not required to be exercised by the members.
With the prior or subsequent
approval by a resolution of shareholders, the directors may, by a resolution of directors, fix the emoluments of directors with respect
to services to be rendered in any capacity to the Company. At the annual meeting of shareholders held in 2008, the shareholders adopted
resolutions providing that (a) all emoluments to directors previously fixed by the board of directors are approved and ratified and (b)
the board of directors is empowered and authorized to fix all future emoluments to directors, for their services in all capacities to
the Company, without further approval or ratification by shareholders.
The directors may, by a resolution
of directors, exercise all the powers of the Company to borrow money and to mortgage or charge
its undertaking and property or any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed
or as security for any debt, liability or obligation of the Company or any third party. There is no age limit requirement for retirement
or non-retirement of directors. A director shall not require a share qualification. Directors may be natural persons who have attained
the age of 18 years and are not undischarged bankrupts; or companies, in which event the company may designate a person as its representative
as director.
A director may, from time
to time, appoint (and revoke the appointment of) another director or another person who is not a director, but who is not disqualified
from serving as a director, to be his or her alternate to exercise his or her powers and to carry out his or her responsibilities as a
director.
Directors are not disqualified
from entering into contracts with the Company, and no such contract shall be void or require the interested director to account for any
profit under any such contract, provided that the fact of the director’s interest in the transaction is disclosed to the board.
A director who is interested in a contract with the Company may, nevertheless, attend meetings of the board at which the interested transaction
is discussed and/or approved, be counted towards a quorum at any such meeting and vote in respect of such transaction.
At least one-half of the total
number of directors (with a minimum of two) must be present for a duly constituted meeting. Resolutions of directors shall require the
affirmative vote of a simple majority of the directors present in person or by alternate at a duly convened and constituted meeting of
directors and entitled to vote on the resolution. Directors may pass resolutions of directors in writing in lieu of meeting provided that
such written resolution is consented to in writing by all of the directors. Subject to certain limitations set forth in the Articles,
directors may appoint committees and agents. Directors do not have the authority to appoint new auditors – such appointment must
be made by the shareholders.
Indemnification
The Company shall indemnify
every officer and director of the Company against any liability, action, proceeding, claim, demand, costs, damages or expenses incurred
as a result of any act or failure to act in carrying out their functions, except those incurred by reason of their own actual fraud or
willful default. No indemnified person shall be liable to the Company for any loss or damage except due to the actual fraud or willful
default of the indemnified person. Actual fraud or willful default may only be found to exist by a court of competent jurisdiction. The
Company must advance reasonable attorney’s fees and other expenses to an indemnified person provided that the indemnified person
executes an agreement to reimburse the Company if a court of competent jurisdiction determines that indemnification was not available
under the circumstances.
Dividends and
Distribution
The directors may authorize
the payment of dividends or other distributions to shareholders, if the directors are satisfied, on reasonable grounds that, immediately
after the dividend or other distribution (a) the value of the Company’s assets will exceed its liabilities and (b) the Company will
be able to pay its debts as they fall due. Distributions, including dividends, may be declared and paid in cash, or in specie, in shares
or other assets.
Restrictions
on Rights to Own Securities
There are no limitations on
the rights to own our securities.
Disclosure of
Share Ownership
There are no provisions of
our Memorandum and Articles governing the ownership threshold above which shareholder ownership must be disclosed.
Changes in Capital
Requirements to effect changes
in capital are not more stringent than is required by law.
Arbitration
Our Articles provide that
any differences between us and our shareholders or their executors, administrators or assigns relating to the intent, construction, incidences
or consequences of our Articles or the BVI Business Companies Act (as amended), including any breach or alleged breach of our Articles
or the BVI Business Companies Act (as amended), or relating to our affairs, shall be resolved by arbitration before two arbitrators (unless
the parties agree to arbitrate before one arbitrator), who shall jointly appoint an umpire.
Certain Anti-Takeover Effects
General
There are no provisions of
our Memorandum and Articles of Association that would have an effect of delaying, deferring or preventing a change in our control and
that would operate only with respect to a merger, acquisition or corporate restructuring involving us. However, certain provisions of
our Memorandum and Articles of Association and the BVI Act could have the effect of delaying, deferring or preventing an acquisition of
control of us by means of a tender offer, a proxy fight, open market purchases or otherwise in a transaction not approved by our board
of directors. The provisions described below may reduce our vulnerability to an unsolicited proposal for the restructuring or sale of
all or substantially all of our assets or an unsolicited takeover attempt which is unfair to our shareholders.
Our board of directors has
no present intention to introduce additional measures that might have an anti-takeover effect; however, our board of directors expressly
reserves the right to introduce these measures in the future.
Staggered Board
of Directors
The BVI Act does not contain
statutory provisions that prohibit staggered board arrangements for a BVI company and our Memorandum and Articles of Association provide
for a staggered board, with three classes of directors each holding three year terms.
Blank Check
Preferred
Under our Memorandum and Articles
of Association, our board of directors is able to issue preferred shares with such designations, powers, preferences and rights, qualifications,
limitations and restrictions as shall be fixed by our directors at the time of issuance, without the prior approval of our shareholders.
Special Meetings
If our shareholders want us
to hold a meeting of our shareholders, they may requisition the directors to hold one upon the written request of shareholders entitled
to exercise at least 30% of the voting rights in respect of the matter for which the meeting is requested. Under the BVI Act, we may not
increase the required percentage to call a meeting above 30%.
Subject to our Memorandum
and Articles of Association, a meeting of shareholders of the Company will be called by not less than seven days’ written notice.
However, the inadvertent failure of the convener or conveners of a meeting of shareholders to give notice of the meeting to a shareholder,
or the fact that a shareholder has not received the notice, does not invalidate the meeting.
A meeting may be called by
shorter notice than that mentioned above, and under our Articles of Association such meeting will be valid, if shareholders holding at
least 90% of the total voting rights on all the matters to be considered at the meeting have waived notice of the meeting and, for this
purpose, the presence of a shareholder at the meeting shall be deemed to constitute a waiver on the part of that shareholder in relation
to all the shares which that shareholder holds (unless such shareholder objects in writing before the meeting proceeds to business).
Mergers and
Similar Arrangements
Under the BVI Act, two or
more companies may merge or consolidate in accordance with the relevant statutory provisions. A merger means the merging of two or more
constituent companies into one of the constituent companies, and a consolidation means the consolidating of two or more constituent companies
into a new company. In order to merge or consolidate, the directors of each constituent company must approve a written plan of merger
or consolidation specifying certain required information, which written plan of merger or consolidation must be authorized by a resolution
of our shareholders (which resolution may be passed either at a duly convened and constituted meeting of our shareholders by the affirmative
vote of a simple majority of the votes of those shareholders who vote at the meeting, or by a written resolution consented to by shareholders
who hold an absolute majority of votes of shares entitled to vote thereon).
The plan of merger or consolidation
must also be authorized by a resolution of the outstanding shares of every class of shares that are entitled to vote on the merger or
consolidation as a class if our Memorandum or our Articles so provide, or if the plan of merger or consolidation contains any provision
which, if proposed as an amendment to our Memorandum and Articles of Association, would entitle the class to vote on the proposed amendment
as a class. As currently drafted, our Memorandum and Articles of Association do not contain provisions which grant such rights to any
class of our shareholders. In any event, all shareholders must be given a copy of the plan of merger or consolidation irrespective
of whether they are entitled to vote at the meeting or consent to the written resolution to approve the plan of merger or consolidation.
Key Differences in Corporate Laws
The applicable provisions
of BVI corporate law differ from corporate laws generally applicable in the United States in certain material respects. Set forth below
is a summary of certain differences between the provisions of BVI law applicable to us and corporate laws generally in effect in the United
States. Moreover, corporate laws among the various states in the United States may be different from each other and, therefore, BVI law
may be similar to certain state corporate laws but different from others. This summary is not intended to be a complete discussion of
these differences and is qualified in its entirety by reference to the actual laws in effect under U.S. and BVI laws.
Fiduciary Duties and Shareholder
Litigation: Under the laws of most jurisdictions in the United States, majority and controlling shareholders generally have certain
fiduciary responsibilities to the minority shareholders. Shareholder action must be taken in good faith and actions by controlling shareholders
which are obviously unreasonable may be declared null and void. BVI law protecting the interests of minority shareholders may not be as
protective in all circumstances as the law protecting minority shareholders under most jurisdictions in the United States.
The BVI Business Companies
Act (as amended) set out the fiduciary duties of directors by stating that "a director of a company, in exercising his or her powers
and performing his or her duties, shall act honestly and in good faith and in what the director believes to be in the best interests of
the company." This statutory provision essentially imports the appropriate principles of English common law (prior to the enactment
of the Companies Act 2006 of the United Kingdom), which have been substantially confirmed by decisions of the courts of the BVI.
In practical terms, these fiduciary
duties translate into the following:
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Bona Fides: The directors must act bona fide in what they consider is in the best interests of the company. |
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(b) |
Proper Purpose: The directors must exercise the powers that are vested in them for the purpose for which they were conferred and not for a collateral purpose. |
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Unfettered Discretion: Since the powers of the directors are to be exercised by them in trust for the company, they should not improperly fetter the exercise of future discretion. |
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(d) |
Conflict of Duty and Interest: Directors must not place themselves in a position in which there is a conflict between their duty to the Company and their personal interests. This means that, strictly speaking, a director should not participate in a decision in circumstances where he has a potential conflict. That is, he should declare his interest and abstain. The BVI Business Companies Act provides that a director "shall, forthwith after becoming aware of the fact that he or she is interested in a transaction entered into or to be entered into by the company, disclose the interest to the board of the company." The Memorandum of Association and Articles of Association of our Company allow our directors who are interested in a particular transaction to vote on it, attend meetings at which it is considered, and sign documents on behalf of our Company which relate to the transaction. |
In addition to the above fiduciary
duties, each director also owes a duty of care, diligence and skill to the company. In exercising powers or performing duties as a director,
each director is required to exercise the care, diligence and skill that a reasonable director would exercise in the same circumstances,
taking into account, without limitation, the nature of the company, the nature of the decision, and the position of the director and the
nature of the responsibilities undertaken by him or her.
The duties of a director are
owed to the company and not to individual shareholders. In the ordinary course, the "interest of the company" may be equated
to the interests of the company's shareholders. Once, however, a company is insolvent or is "doubtfully solvent" the directors
must, when discharging their duties, consider the creditors' interests.
Under British Virgin Islands
law, our shareholders do not owe any fiduciary duties to our Company or to our minority shareholders. Accordingly, our shareholders may
exercise their powers as shareholders, including the exercise of voting rights in respect of their shares, in such manner as they think
fit, subject only to very limited equitable constraints.
In principle, our Company will normally
be the proper plaintiff to sue for a breach of duty or any other wrong done to us as a company. However, under the BVI Business Companies
Act, a member may bring a derivative action in the name of the company in certain circumstances. The BVI Court may, on the application
of a member of a company, grant leave to that member to (a) bring proceedings in the name and on behalf of that company, or (b) intervene
in proceedings to which the company is a party for the purpose of continuing, defending or discontinuing the proceedings on behalf of
the company. In determining whether to grant leave, the BVI Court must take the following matters into account:
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whether the member is acting in good faith; |
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(b) |
whether the derivative action is in the interests of the company taking account of the views of the company's directors on commercial matters; |
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(c) |
whether the proceedings are likely to succeed; |
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(d) |
the costs of the proceedings in relation to the relief likely to be obtained; and |
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whether an alternative remedy to the derivative claim is available. |
While BVI law does permit
a shareholder of a BVI company to bring a derivative action in the name of the company, that is, in the name of, and for the benefit of,
our Company and to sue a company and its directors for his benefit and for the benefit of others similarly situated, the circumstances
in which any such action may be brought, and the procedures and defenses that may be available in respect of any such action, may result
in the rights of shareholders of a BVI company being more limited than those of shareholders of a company organized in the United States.
Powers of Directors:
Our directors have the power to take certain actions without shareholder approval, including the powers to amend our Memorandum of Association
or Articles of Association (except that our directors cannot make any such amendment (a) to restrict the rights or powers of our members
to amend the Memorandum or the Articles, (b) to change the percentage of our members required to pass a resolution to amend our Memorandum
or the Articles, or (c) in circumstances where the Memorandum or the Articles cannot be amended by our members), and to increase or decrease
the maximum number of shares that we are authorized to issue, which would require shareholder approval under the laws of most jurisdictions
in the United States. In addition, the directors of a BVI company, subject in certain cases to court approval but without shareholder
approval, may, among other things, implement a reorganization (other than statutory mergers or consolidations which require shareholder
authorization), the sale, transfer, exchange or disposition of any assets, property, part of the business, or securities of the company,
or any combination, if they determine it is in the best interests of the company. In most jurisdictions in the United States, shareholder
approval is required in order to amend most provisions of the certificate or articles of incorporation. Our ability to amend our Memorandum
of Association and Articles of Association without shareholder approval could have the effect of delaying, deterring or preventing a change
in our control without any further action by the shareholders, including a tender offer to purchase our common shares at a premium over
then current market prices. However, our directors must exercise the powers that are vested in them for the purpose for which they were
conferred and not for a collateral purpose.
Liability of Directors:
In most jurisdictions in the United States, directors owe a fiduciary duty to the corporation and its shareholders, including a duty of
care, under which directors must properly apprise themselves of all reasonably available information, and a duty of loyalty, under which
they must protect the interests of the corporation and refrain from conduct that injures the corporation or its shareholders or that deprives
the corporation or its shareholders of any profit or advantage. Many US jurisdictions have enacted various statutory provisions which
permit the monetary liability of directors to be eliminated or limited.
Under BVI law, liability of
a director to the BVI company is primarily limited to cases where the director has acted in breach of his fiduciary duties (such as not
acting honestly and in good faith and with a view to the best interests of the company) or his duties of care, skill and diligence. Under
our Memorandum of Association and Articles of Association, we shall indemnity all or our directors and officers, together with every former
director and former officer, against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses,
whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out their functions other than such
liability (if any) that they may incur by reason of their own actual fraud or willful default. No director or officer shall be liable
to our company for any loss or damage incurred by us as a result (whether direct or indirect) of the carrying out of their functions unless
that liability arises through the actual fraud or willful default of such director or officer.
Qualifications of Directors:
Unlike most corporate laws in the United States, directors of a BVI company may be companies. Moreover, any director may appoint a person
(who may or may not be another director) to be his alternate to exercise the appointing director’s powers, and to carry out the
appointing director’s responsibilities, in relation to the taking of decisions by the directors in the absence of the appointing
director (including to attend meetings and vote in the place and stead of the appointing director). An alternate director has the same
rights as the appointing director in relation to any directors' meeting and any written resolution circulated for written consent. Any
exercise by the alternate director of the appointing director's powers in relation to the taking of decisions by the directors, is as
effective as if the powers were exercised by the appointing director. An alternate director is liable for his or her own acts and omissions
as an alternate director and an alternate director is subject to the same fiduciary duties and the same duties of care, diligence and
skill as other directors, when acting as such.
Control Share Statutes
and Changes in Control: Certain states in the United States have adopted corporate laws that limit the ability of a significant shareholder
of a corporation to vote its shares in favor of approving transactions in which the significant shareholder has an interest. Some states
also limit transactions between a corporation and a significant shareholder. In general, BVI law does not impose similar restrictions
on interested or affiliated party transactions.
The ability of the board of
directors to amend our Memorandum and Articles without shareholder approval, as well as the exercise of its power to designate the rights
and preferences of preferred shares, could operate to delay, defer or prevent a change in control of the Company, including with respect
to a merger, acquisition or corporate restructuring. In most jurisdictions in the United States, shareholder approval is required in order
to amend most provisions of the certificate or articles of incorporation.
VALIDITY OF
THE SECURITIES
Maples and Calder (Hong Kong)
LLP will pass upon certain legal matters under BVI law relating to the issuance and sale of certain of the securities. Morgan, Lewis &
Bockius LLP will pass upon certain legal matters under New York law relating to the issuance and sale of the debt securities. Additional
legal matters may be passed upon for us, or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus
supplement.
EXPERTS
The consolidated financial
statements of China Natural Resources, Inc. appearing in China Natural Resources, Inc.’s Annual Report (20-F) for the year ended
December 31, 2021 have been audited by Ernst & Young Hua Ming LLP, independent registered public accounting firm, as set forth in
their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
ENFORCEABILITY
OF CIVIL LIABILITIES
We are incorporated in the
BVI to take advantage of certain benefits associated with being an exempted BVI company, such as:
| · | political and economic stability; |
| · | an effective judicial system; |
| · | the absence of exchange control or currency restrictions; and |
| · | the availability of professional and support services. |
However, certain disadvantages
accompany incorporation in the BVI. These disadvantages include:
| · | the BVI has a less developed body of securities laws as compared to the United States and these securities
laws provide significantly less protection to investors; and |
| · | BVI companies do not have standing to sue before the federal courts of the United States. |
Our Articles provide that
any differences between us and our shareholders or their executors, administrators or assigns relating to the intent, construction, incidences
or consequences of our Articles or the BVI Business Companies Act (as amended), including any breach or alleged breach of our Articles
or the BVI Business Companies Act (as amended), or relating to our affairs, shall be resolved by arbitration before two arbitrators (unless
the parties agree to arbitrate before one arbitrator), who shall jointly appoint an umpire.
Service of process upon us
and upon our directors, all of whom reside outside the United States, may be difficult to obtain within the United States. Furthermore,
because all of our directors are located outside the United States in Hong Kong, and all of our assets and officers are located outside
the United States in the PRC (other than Mr. Wong Wah On Edward, our Chairman and Chief Executive Officer, who is located in Hong
Kong), any judgment obtained in the United States against us or any of our directors and officers may not be collectible within the
United States.
There is doubt as to the enforceability
of civil liabilities under the Securities Act and the Exchange Act in original actions instituted in the PRC. PRC courts may refuse to
hear a claim based on a violation of U.S. securities laws, including because the PRC is not the most appropriate forum to bring such a
claim. In addition, even if a PRC court agrees to hear a claim, it may determine that PRC law, and not U.S. law, is applicable to the
claim. If U.S. law is found to be applicable, the content of applicable U.S. law may have to be proven in court as a fact, which can be
a time-consuming and costly process. Certain matters of procedure will also be governed by PRC law. There is little binding case law in
the PRC addressing the matters described above. Many of the same doubts apply to similar suits that may be brought in the BVI or Hong
Kong and as to the enforceability of any judgment rendered by a court in the BVI or Hong Kong. Moreover, we have no assets in the BVI
that may be used to satisfy a judgment rendered by a court located there.
WHERE YOU CAN
FIND MORE INFORMATION
We file or furnish annual
reports, current reports and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information
statements and other information filed electronically with the SEC. The address of that site is www.sec.gov.
Each statement made in this
prospectus or any prospectus supplement concerning a document filed as an exhibit to the registration statement or incorporated by reference
herein is qualified in its entirety by reference to that document.
We make available, free of
charge, on or through our web site, copies of our annual reports on Form 20-F, our current reports on Form 6-K and amendments to those
reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically
file them with or furnish them to the SEC. We maintain a web site at www.chnr.net. The information
on this website is not and should not be considered part of this prospectus or any prospectus supplement, and is not incorporated by
reference herein or therein, other than that information specifically incorporated by reference below.
We
are a “foreign private issuer” within the meaning of Rule 3b-4 under the Exchange Act. Foreign private issuers are not required
to provide all of the disclosure required to be included in reports filed under the Exchange Act by companies that are not foreign private
issuers. In addition, , among other things, (i) our proxy solicitations are not subject to the disclosure and procedural requirements
of Regulation 14A under the Exchange Act, (ii) transactions in our equity securities by our officers and directors are exempt from Section
16 of the Exchange Act, (iii) we are not subject to Regulation FD promulgated by the SEC, and (iv) we have adopted IFRS accounting principles,
which are different from accounting principles under U.S. GAAP. Moreover, as a result of an exemption from Nasdaq rules applicable to
foreign private issuers, (i) a majority of our directors are not independent as defined by Nasdaq rules; (ii) our independent directors
do not hold regularly scheduled meetings in executive session (rather, all board members may attend all meetings of the board of directors);
(iii) the compensation of our executive officers is recommended but not determined by an independent committee of the board or by the
independent members of the board of directors; and our CEO is not prevented from being present in the deliberations concerning his compensation;
(iv) related party transactions are not required to be reviewed; (v) we are not required to solicit member approval of stock plans or
securities issuances, including those in which our officers or directors may participate; stock issuances that will result in a change
in control; the issuance of our stock in related party acquisitions or other acquisitions in which we may issue 20% or more of our outstanding
shares; or below market price issuances of 20% or more of our outstanding shares to any person; and (vi) we are not required to hold an
in-person annual meeting to elect directors and transact other business customarily conducted at an annual meeting (rather, we complete
these actions by written consent of holders of a majority of our voting securities).
INFORMATION
INCORPORATED BY REFERENCE
The SEC allows us to “incorporate
by reference” the information we submit to it, which means that we can disclose important information to you by referring you to
those documents that are considered part of this prospectus. Each document incorporated by reference is current only as of the date of
such document, and the incorporation by reference of such documents shall not create any implication that there has been no change in
our affairs since the date thereof or that the information contained therein is current as of any time subsequent to its date. Information
that we submit to the SEC in the future and incorporate by reference will automatically update and supersede the previously submitted
information. The information incorporated by reference is considered to be a part of this prospectus and should be read with the same
care. When we update the information contained in documents that have been incorporated by reference by making future filings with the
SEC, the information incorporated by reference in this prospectus is considered to be automatically updated and superseded.
We incorporate herein by reference the documents
listed below that we have furnished to the SEC:
| · | The description of our common shares contained in Exhibit
2.1 to our annual report on Form 20-F for the fiscal year ended December 31, 2019, filed June 12, 2020, including any amendments thereto
or reports filed for the purpose of updating such description. |
We are also incorporating
by reference into this prospectus all subsequent annual reports on Form 20-F that we file with the SEC and may incorporate by reference
into this prospectus reports on Form 6-K that we furnish to the SEC after the date of this prospectus (if we identify in such reports
that they are incorporated by reference into this prospectus) and prior to the termination of the offering of securities under the registration
statement of which this prospectus forms a part. In all cases, you should rely on the later information over different information included
in this prospectus or any accompanying prospectus supplement.
Unless expressly incorporated
by reference, nothing in this prospectus shall be deemed to incorporate by reference information furnished to, but not filed with, the
SEC. We will provide, free of charge, annual reports on Form 20-F and current reports on Form 6-K and amendments to those reports filed
or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such
material with, or furnish it to, the SEC. Requests for copies should be directed to our principal executive offices at Room 2205, 22/F,
West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Sheung Wan, Hong Kong. Our telephone number there is +852-2810-7205.
CHINA NATURAL RESOURCES, INC.
$92,674,000
Prospectus
February 3, 2023
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