[CHINA NATURAL RESOURCES, INC. Room 2205, 22/F, West Tower, Shun Tak Centre 168-200 Connaught Road Central Sheung Wan, Hong Kong August 30, 2010 CORRESP VIA EDGAR 100 F Street, N.E. Attn: Chris White, Branch Chief Donald F. Delaney, Staff Accountant George Schuler, Mining Engineer H. Roger Schwall, Assistant Director Parker Morrill Laura Nicholson Re: China Natural Resources, Inc. Form 20-F]
[CHINA NATURAL RESOURCES, INC. Room 2205, 22/F, West Tower, Shun Tak Centre 168-200 Connaught Road Central Sheung Wan, Hong Kong August 5, 2010 CORRESP Exchange Commission 100 F Street, NE Attn: Mr. Donald F. Delaney Re: China Natural Resources, Inc. (the Company) Form 20-F for the Year Ended December 31, 2009 Staff Letter of Comment dated July 30, 2010 SEC]
[CHINA NATURAL RESOURCES, INC. Room 2205, 22/F, West Tower, Shun Tak Centre 168-200 Connaught Road Central Sheung Wan, Hong Kong August 5, 2010 CORRESP Exchange Commission 100 F Street, NE Attn: Mr. Donald F. Delaney Re: China Natural Resources, Inc. (the Company) Form 20-F for the Year Ended December 31, 2009 Staff Letter of Comment dated July 30, 2010 SEC]
[¨ þ Yes ¨ þ Yes þ ¨ Yes ¨ Large Accelerated Filer þ Accelerated Filer ¨ Non-Accelerated Filer þ U.S. GAAP International Financial Reporting Standards as issued ¨ Other ¨ By the international Accounting Standards Board ¨ ¨ Item 17 ¨ þ Yes CONVENTIONS References to Baiping Mining are to Jinsha Baiping Mining Co. Ltd., a company organized in] [Name Jurisdiction of Incorporation Percentage Ownership China Coal Mining Investments Limited Hong Kong Special Administrative Region Feishang Dayun Coal Mining Limited Hong Kong Special Administrative Region 100% (held by Pineboom) Feishang Mining Holdings Limited British Virgin Islands Feishang Yongfu Mining Limited Hong Kong Special Administrative Region 100% (held by Newhold) FMH Corporate Services Inc. Florida Guizhou Dayun Mining Co. Ltd.] [I, Li Feilie, certify that: 1. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the year covered by this report; 3. 4.] [I, Wong Wah On Edward, certify that: 1. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the year covered by this report;] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Li Feilie Chief Executive Officer May 26, 2010 EX-13.1 5 chnr_ex13z1.htm CERTIFICATION] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Wong Wah On Edward Chief Financial Officer May 26, 2010 EX-13.2 6 chnr_ex13z2.htm CERTIFICATION] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-146790) of our report dated May 26, 2010, relating to the consolidated financial statements and financial schedule of China Natural Resources, Inc. and subsidiaries (which expresses an unqualified opinion and includes an explanatory paragraph describing that the]
[¨ þ Yes ¨ þ Yes þ ¨ Yes ¨ Large Accelerated Filer þ Accelerated Filer ¨ Non-Accelerated Filer þ U.S. GAAP International Financial Reporting Standards as issued ¨ Other ¨ By the international Accounting Standards Board ¨ ¨ Item 17 ¨ þ Yes CONVENTIONS References to Baiping Mining are to Jinsha Baiping Mining Co. Ltd., a company organized in] [Name Jurisdiction of Incorporation Percentage Ownership China Coal Mining Investments Limited Hong Kong Special Administrative Region Feishang Dayun Coal Mining Limited Hong Kong Special Administrative Region 100% (held by Pineboom) Feishang Mining Holdings Limited British Virgin Islands Feishang Yongfu Mining Limited Hong Kong Special Administrative Region 100% (held by Newhold) FMH Corporate Services Inc. Florida Guizhou Dayun Mining Co. Ltd.] [I, Li Feilie, certify that: 1. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the year covered by this report; 3. 4.] [I, Wong Wah On Edward, certify that: 1. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the year covered by this report;] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Li Feilie Chief Executive Officer May 26, 2010 EX-13.1 5 chnr_ex13z1.htm CERTIFICATION] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Wong Wah On Edward Chief Financial Officer May 26, 2010 EX-13.2 6 chnr_ex13z2.htm CERTIFICATION] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-146790) of our report dated May 26, 2010, relating to the consolidated financial statements and financial schedule of China Natural Resources, Inc. and subsidiaries (which expresses an unqualified opinion and includes an explanatory paragraph describing that the]
[Dated the 30th day of April 2010 FEISHANG GROUP LIMITED and CHINA NATURAL RESOURCES, INC. AGREEMENT SOLICITORS 高 盖 茨 律 师 事 务 所 44th Floor, Edinburgh Tower, ’ (852) 2511 5100 (852) 2511 9515 www.klgates.com 4058774-00006/NKA/RKW The Landmark, THIS AGREEMENT BETWEEN: (1) FEISHANG GROUP LIMITED Vendor (2) CHINA NATURAL RESOURCES, INC. Purchaser WHEREAS (A) WEALTHY YEAR LIMITED Company] [CONTACT Edward Wong, Chief Financial Officer 011-852-2810-7205 or cfo@chnr.net CHINA NATURAL RESOURCES ACQUIRES COAL MINING COMPANY IN GUIZHOU PROVINCE, PRC Wealthy Year, through its subsidiaries, owns mining rights to and/or operates five coal mines located in Guizhou Province, the PRC. Mr. Feilie Li, the Companys CEO and Chairman commented: The acquisition is consistent with our strategy to expand our coal] [CONSENT OF NORTON APPRAISALS LIMITED Hong Kong May 7, 2010 EX-99.2 4 chnr_ex99z2.htm CONSENT] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-146790) of our report dated June 25, 2009, relating to the consolidated financial statements and financial schedule of China Natural Resources, Inc. and subsidiaries (which expresses an unqualified opinion and includes an explanatory paragraph describing that the] [Acquisition of Wealthy Year Limited and its Subsidiaries Consideration and Payment Terms A closing of the acquisition of the Shares and Indebtedness occurred on April 30, 2010, immediately upon execution of the Agreement (the Closing). The total purchase price for the Shares and Indebtedness is US$87,000,000 (the Consideration), subject to adjustment as described below. The Consideration is payable as follows:]
[Dated the 30th day of April 2010 FEISHANG GROUP LIMITED and CHINA NATURAL RESOURCES, INC. AGREEMENT SOLICITORS 高 盖 茨 律 师 事 务 所 44th Floor, Edinburgh Tower, ’ (852) 2511 5100 (852) 2511 9515 www.klgates.com 4058774-00006/NKA/RKW The Landmark, THIS AGREEMENT BETWEEN: (1) FEISHANG GROUP LIMITED Vendor (2) CHINA NATURAL RESOURCES, INC. Purchaser WHEREAS (A) WEALTHY YEAR LIMITED Company] [CONTACT Edward Wong, Chief Financial Officer 011-852-2810-7205 or cfo@chnr.net CHINA NATURAL RESOURCES ACQUIRES COAL MINING COMPANY IN GUIZHOU PROVINCE, PRC Wealthy Year, through its subsidiaries, owns mining rights to and/or operates five coal mines located in Guizhou Province, the PRC. Mr. Feilie Li, the Companys CEO and Chairman commented: The acquisition is consistent with our strategy to expand our coal] [CONSENT OF NORTON APPRAISALS LIMITED Hong Kong May 7, 2010 EX-99.2 4 chnr_ex99z2.htm CONSENT] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-146790) of our report dated June 25, 2009, relating to the consolidated financial statements and financial schedule of China Natural Resources, Inc. and subsidiaries (which expresses an unqualified opinion and includes an explanatory paragraph describing that the] [Acquisition of Wealthy Year Limited and its Subsidiaries Consideration and Payment Terms A closing of the acquisition of the Shares and Indebtedness occurred on April 30, 2010, immediately upon execution of the Agreement (the Closing). The total purchase price for the Shares and Indebtedness is US$87,000,000 (the Consideration), subject to adjustment as described below. The Consideration is payable as follows:]
[AGREEMENT BY AND BETWEEN YANGPU LIANZHONG MINING CO., LTD. AND DONGGUAN CITY ZHONGXIAN INDUSTRIAL INVESTMENT CO., LTD. ON STOCK TRANSFER OF GUANGDONG LONGCHUAN JINSHI MINING DEVELOPMENT CO., LTD. Agreement Number: [2010] Yangpu Lianzhong Qi 2014 1 TABLE OF CONTENTS 1. DEFINITIONS AND INTERPRETATION 2. TRANSFER OF STOCK 3. CONDITIONS PRECEDENT 4. CONSIDERATION 5. COMPLETION 6. APPLICATION FOR MINING PERMIT AND] [Disposition of Assets On February 1, 2010, Yangpu Lianzhong Mining Co., Ltd. (Yangpu Lianzhong), a subsidiary of China Natural Resources, Inc., completed the disposition of its entire 45% equity interest in Guangdong Longchuan Jinshi Mining Development Co., Ltd. (Jinshi) to Dongguan City Zhongxian Industrial Investment Co., Ltd., an unrelated third party (the Purchaser), for a purchase price of RMB 4,753,665]
