UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2009
Commission File Number 0-26046
China Natural Resources, Inc.
(Translation of registrant's name into English)
Room 2205, West Tower, Shun Tak Centre,
168-200 Connaught Road Central, Sheung Wan, Hong Kong
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F þ Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12b3-2(b) under the Securities Exchange Act of 1934. Yes ¨ No þ .
If "Yes" is marked, indicated below the file number assigned to the registrant in connection with Rule 12b3-2(b): 82-_________.
Completion of Acquisition of Newhold Investments Limited
On August 13, 2008, the Company filed a Report on Form 6-K with the Securities and Exchange Commission to report that it had entered into an agreement (the “Agreement”) with Feishang Group Limited (“Feishang Group”) pursuant to which China Natural Resources agreed to acquire from Feishang Group (a) all of the issued and outstanding capital stock (the “Shares”) of Newhold Investments Limited, a British Virgin Islands company (“Newhold”) and its subsidiaries (collectively, the "Coal Group") and (b) the outstanding indebtedness owing by the Coal Group to Feishang Group on the closing date (“Indebtedness”). Feishang Group is also the principal shareholder of China Natural Resources and Mr. Li Feilie, the sole officer, director and beneficial owner of Feishang Group, is the Chairman and Chief Executive Officer of China Natural Resources.
The purpose of this Form 6-K is to report that, on January 12, 2009, a closing of the Company’s acquisition of the Shares took place. The purchase price for the Shares and Indebtedness is US$42 million, of which US$10 million was paid contemporaneously with the execution of the Agreement. At the closing, the Company and Feishang Group modified the Agreement by entering into a letter agreement providing that:
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The Company’s obligation to pay Feishang Group a US$27 million installment of the purchase price has been deferred until on or before January 12, 2010.
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The Company’s obligation to pay Feishang Group a US$5 million final settlement of the purchase price, subject to adjustment, has been deferred until on or before January 12, 2010.
Newhold, through its 70% owned operating subsidiary, Guizhou Yongfu Mining Co., Ltd., a PRC corporation with a registered capital of RMB100,000,000 (approximately US$14,621,000), owns mining rights to Yongsheng Coal Mine, a coal mine located in Huajuexiang, Jinsha County, Guizhou Province, the People’s Republic of China. The 20-year mining right permit covering the mine, which was issued on November 8, 2007, provides for an annual production capacity of 600,000 metric tons of coal. Construction of the mine, which is anticipated to take approximately 18 months to complete, is expected to be funded by a combination of bank loans and internal funds.
Press Release
On January 20, 2009, the Company disseminated a press release disclosing completion of its acquisition of the Shares. A copy of that press release is furnished as an exhibit to this report. The press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of federal securities laws. These forward-looking statements are based upon assumptions believed to be reliable, but involve risks and uncertainties that may cause actual results of operations to differ materially from the forward-looking statements. Among the risks and uncertainties that could cause our actual results to differ from our forward-looking statements are our intent, belief and current expectations as to business operations and operating results of the Company, uncertainties regarding the governmental, economic and political circumstances in the People’s Republic of China, risks and hazards associated with the Company’s mining activities, uncertainties associated with ore reserve estimates, uncertainties associated with metal price
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volatility, uncertainties associated with the Company’s reliance on third-party contractors and other risks detailed from time to time in the Company’s Securities and Exchange Commission filings. Although the Company’s management believes that the expectations reflected in forward-looking statements are reasonable, it can provide no assurance that such expectations will prove to be accurate.
Exhibits
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Exhibit
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Description |
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Agreement dated August 11, 2008 by and between Feishang Group Limited and China Natural Resources, Inc. (incorporated by reference to Exhibit 10.1 of the Form 6-K filed by the registrant on August 13, 2008) |
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Letter Agreement dated January 12, 2009 |
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Press Release dated January 20, 2009 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
January 19, 2009
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CHINA NATURAL RESOURCES, INC. |
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By: |
/s/ Li Feilie |
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Li Feilie |
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Chairman and Chief Executive Officer |
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EXHIBIT INDEX
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Exhibit
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Description |
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Letter Agreement dated January 12, 2009 |
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Press Release dated January 20, 2009 |
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Exhibit 10.2
SIDE LETTER
We, the undersigned, being all the parties to an agreement for the sale and purchase of the entire issued share capital in Newhold Investments Limited dated 11 August 2008 (the “Agreement”) entered into between Feishang Group Limited (the “Vendor”) as the vendor and China Natural Resources, Inc. (the “Purchaser”) as the purchaser, at the request of each of the parties and in consideration of each of the parties agreeing to enter into this side letter and other valuable consideration given by each of the parties, hereby agree that:
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in accordance with the provisions of Clause 10.02 of the Agreement:
(a)
Clause 3.01(b) of the Agreement shall be deleted and substituted by the following:
“(b)
the sum of US$27,000,000, minus such amount as shall be required to be deducted from the Consideration pursuant to Clause 3.02, as further part payment of the Consideration shall be payable to the Vendor on or before the date falling on the 1st anniversary of the Completion Date;
(b)
Clause 3.04(b) and the Proviso thereto of the Agreement shall be deleted and substituted by the following:
“(b)
zero or a positive figure, the Retention Amount shall be released and paid by the Purchaser to the Vendor simultaneously with the payment of an amount equivalent to the Net Amount in full and final settlement of the balance of the Consideration,
Provided that this settlement by reference to the Completion Accounts and the determination of the Net Amount pursuant to this Clause 3 shall take place within 10 Business Days of the relevant agreement on the Net Amount or on or before the date falling on the 1st anniversary of the Completion Date whichever is the later or at such other time as the Vendor and the Purchaser may agree.”;
(c)
Clause 5.03(a) of the Agreement shall be deleted;
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all the provisions of the Agreement, as varied by this side letter, and the rights and obligations of each of the parties under the Agreement, as so varied, shall continue to remain in full force and effect and are enforceable in accordance with their respective terms;
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unless otherwise defined herein or the context otherwise requires, words and expressions used in this side letter shall have the same meanings respectively given to them in the Agreement; and
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4.
this side letter shall be governed by and construed in accordance with the laws of Hong Kong.
Dated: 12 th January 2009
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/s/ Li Feilie, Chairman and CEO |
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/s/ Wong Wah On Edward, CFO |
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For and on behalf of
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For and on behalf of
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EXHIBIT 99.1
CONTACT
Edward Wong, Chief Financial Officer
011-852-2810-7205 or cfo@chnr.net
FOR IMMEDIATE RELEASE
CHINA NATURAL RESOURCES CONSUMMATES ACQUSITION OF COAL MINING
COMPANY IN GUIZHOU PROVINCE, PRC
HONG KONG, January 20, 2009 – CHINA NATURAL RESOURCES, INC. (NasdaqCM: CHNR), a company based in the People’s Republic of China (“PRC”), today announced that, on January 12, 2009, it consummated the acquisition of all of the issued and outstanding capital stock of Newhold Investments Limited and its wholly-owned subsidiaries (the "Coal Group") and (b) the outstanding indebtedness owing by the Coal Group to the related-party seller on the closing date.
Newhold, through its 70% owned operating subsidiary, Guizhou Yongfu Mining Co., Ltd., owns mining rights to Yongsheng Coal Mine, a coal mine located in Huajuexiang, Jinsha County, Guizhou Province, the PRC. The 20-year mining right permit covering the mine, which was issued on November 8, 2007, provides for an annual production capacity of 600,000 metric tons of coal. Construction of the mine, which is anticipated to take approximately 18 months to complete, is expected to be funded by a combination of bank loans and internal funds.
Additional details of the transaction are contained in the Company’s Current Reports on Form 6-K filed with the Securities and Exchange Commission on August 13, 2008 and January 20, 2009.
Mr. Feilie Li, the Company’s CEO and Chairman commented: “The completion of our acquisition of Newhold is a milestone in the development of CHNR’s coal business. We intend to continue our coal resources acquisition strategy in Guizhou Province, as well as our continued acquisition of other non-ferrous/iron metal assets.”
About China Natural Resources
China Natural Resources, Inc., a British Virgin Islands corporation, through its operating subsidiaries in the People’s Republic of China, is currently engaged in (a) the acquisition and exploitation of mining rights, including the exploration, mineral extraction, processing and sale of iron, zinc and other nonferrous metals, micaceous oxide and copper concentrate extracted or produced at mines primarily located in Anhui Province in the PRC, (b) operating a copper smelting facility in Inner Mongolia, PRC, and the sale of copper, gold, silver and sulfuric acid resulting from the smelting process; and (c) the acquisition, exploration, development and production of coal resources in the PRC.
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of federal securities laws. These forward-looking statements are based upon assumptions believed to be reliable, but involve risks and uncertainties that may cause actual results of operations to differ materially from the forward-looking statements. Among the risks and uncertainties that could cause our actual results to differ from our forward-looking statements are our intent, belief and current expectations as to business operations and operating results of the Company, uncertainties regarding the governmental, economic and political circumstances in the People’s Republic of China, risks and hazards associated with the Company’s mining activities, uncertainties associated with ore reserve estimates, uncertainties associated with metal price volatility, uncertainties associated with the Company’s reliance on third-party contractors and other risks detailed from time to time in the Company’s Securities and Exchange Commission filings. Although the Company’s management believes that the
expectations reflected in forward-looking statements are reasonable, it can provide no assurance that such expectations will prove to be accurate.
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