[th DATED 5 (1) CHINA NATURAL RESOURCES, INC. (the “Vendor”) and (2) ALLIED CLEAR INVESTMENTS LIMITED (the “Purchaser”) ********************************** SALE AND PURCHASE AGREEMENT ********************************** SALE AND PURCHASE AGREEMENT th THIS AGREEMENT is made this 5 BETWEEN (1) CHINA NATURAL RESOURCES, INC (2) ALLIED CLEAR INVESTMENTS LIMITED RECITALS: (A) (B) The Vendor beneficially owns 100,000,000 Shares (as hereinafter defined) of the] [Entry into a Definitive Material Agreement On July 5, 2006, China Natural Resources, Inc. entered into a Sale and Purchase Agreement with Allied Clear Investments Limited, an unaffiliated British Virgin Islands corporation. Under the Agreement, the Company has agreed to sell all of its right, title and interest in and to the capital stock of Hainan Cihui Industrial Co. Ltd.]