EXHIBIT 99.1

British Virgin Islands

The BVI Business Companies Act

(No. 16 of 2004)

Amended and Restated

Memorandum and Articles of Association

of

CHINA NATURAL RESOURCES, INC.

Incorporated the 14th day of December 1993

(As Amended and Restated dated this 16 ^th January, 2014)

TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT, 2004

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

CHINA NATURAL RESOURCES, INC.

1

Company Name

1.1

The name of the Company is CHINA NATURAL RESOURCES, INC.  

1.2

The directors or members may from time to time change the Company's name by Resolution of Directors or Resolution of Members.  The directors shall give notice of such resolution to the registered agent of the Company, for the registered agent to file an application for change of name with the Registrar, and any such change will take effect from the date of the certificate of change of name issued by the Registrar.

1.3

A change of name of the Company shall constitute an amendment of this Memorandum and the Articles and, in the event of a resolution being passed to change the name of the Company, the provisions below in respect of amendments to this Memorandum and the Articles must be complied with.

2

Re-registration

The Company was first incorporated as a company on 14 December 1993 under the International Business Companies Act, 1984 (CAP 291), and was automatically re-registered under the BVI Business Companies Act, 2004 (the " Act ") on 1 January 2007.  Immediately before its re-registration under the Act the Company was governed by the International Business Companies Act, 1984 (CAP 291).

3

Company Limited by Shares, Liability of Members

3.1

The Company is a company limited by shares.  

3.2

The liability of each member is limited to:

(a)

the amount from time to time unpaid on that member's shares;

(b)

any liability expressly provided for in this Memorandum or the Articles; and  

(c)

any liability to repay a distribution pursuant to section 58(1) of the Act.

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Registered Office

4.1

The first registered office of the Company was situated at Sea Meadow House, Blackborne Highway, PO Box 116, Road Town, Tortola, British Virgin Islands.

4.2

At the date of filing of the notice of election to disapply Part IV of Schedule 2 of the Act, the registered office of the Company was situated at the office of the registered agent which is situated at c/o [AMS Trustees Limited, Sea Meadow House, Blackborne Highway, PO Box 116, Road Town, Tortola, British Virgin Islands].

4.3

The directors or members may from time to time change the Company's registered office by Resolution of Directors or Resolution of Members, provided that the Company's registered office shall at all times be the office of the registered agent.  The directors shall give notice of such resolution to the registered agent of the Company, for the registered agent to file with the Registrar a notice of change of registered office, and any such change of registered office will take effect from the date of the registration by the Registrar of such notice.

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Registered Agent

5.1

The first registered agent of the Company was AMS Trustees Limited of Sea Meadow House, Blackborne Highway, PO Box 116, Road Town, Tortola, British Virgin Islands.

5.2

At the date of filing of the notice of election to disapply Part IV of Schedule 2 of the Act, the registered agent of the Company was [AMS Trustees Limited] of [Sea Meadow House, Blackborne Highway, PO Box 116, Road Town, Tortola, British Virgin Islands].

5.3

The directors or members may from time to time change the Company's registered agent by Resolution of Directors or Resolution of Members.  The directors shall give notice of such resolution to the registered agent of the Company (meaning the existing registered agent), for the registered agent to file with the Registrar a notice of change of registered agent, and any such change of registered agent will take effect from the date of the registration by the Registrar of such notice.

5.4

If the existing registered agent does not file such notice on instruction by the directors, the directors shall procure that a notice of change of registered agent is filed with the Registrar by a legal practitioner in the British Virgin Islands acting on behalf of the Company, and any such change of registered agent will take effect from the date of the registration by the Registrar of such notice.

5.5

If at any time the Company does not have a registered agent, a registered agent may be appointed by a Resolution of Directors or Resolution of Members.

6

General Objects and Powers

6.1

Subject to the following provisions of this Memorandum, the objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Act or any other law of the British Virgin Islands .

6.2

Without limiting the foregoing, the powers of the Company include the power to do the following:

(a)

grant options over unissued shares in the Company and treasury shares;

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(b)

issue securities that are convertible into shares;

(c)

give financial assistance to any person in connection with the acquisition of the Company's own shares;

(d)

issue debt obligations of every kind and grant options, warrants and rights to acquire debt obligations;

(e)

guarantee a liability or obligation of any person and secure any obligations by mortgage, pledge or other charge, of any of its assets for that purpose; and

(f)

protect the assets of the Company for the benefit of the Company, its creditors and its members and, at the discretion of the directors, for any person having a direct or indirect interest in the Company.

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Maximum Number of Authorised Shares

7.1

The Company is authorised to issue a maximum of 210,000,000 shares of no par value, of the classes and series set out below:

(a)

200,000,000 common shares of no par value, comprising one series (" Common Shares "); and

(b)

10,000,000 preferred shares of no par value, comprising a number of series of shares of such number of shares of each series as the directors may determine at the time the preferred shares are issued (the " Preferred Shares ").

The Common Shares and the Preferred Shares are collectively referred to as " Shares ".

7.2

The directors or members may from time to time by Resolution of Directors or Resolution of Members increase or decrease the maximum number of shares the Company is authorised to issue, by amendment to this Memorandum in accordance with the provisions below.

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R ights Conferred by Shares

8.1

All Common Shares shall have one vote each on any Resolution of Members and be subject to redemption, purchase and acquisition by the Company for fair value.

8.2

All Common Shares shall be entitled to receive, if any, such dividends and distributions as may be declared from time to time by the directors.  Subject to any documents governing the rights of the holders of each Class of Shares, the Directors may declare and pay dividends and distributions on any Class of Shares to the exclusion of others.

8.3

All Common Shares shall have the right to an equal share in the distribution of the surplus assets of the Company upon liquidation of the Company.

8.4

Preferred Shares shall carry such designations, powers, preferences and rights, qualifications, limitations and restrictions as shall be fixed by the Directors at the time of issuing the relevant Preferred Shares or Class or Series of Preferred Shares, as the case may be.

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9

Registered Shares Only

Shares in the Company may only be issued as registered shares and the Company is not authorised to issue bearer shares.  Registered shares may not be exchanged for bearer shares or converted to bearer shares.

10

Amendments to this Memorandum and the Articles

10.1

Subject to the provisions of the Act, the directors or members may from time to time amend this Memorandum or the Articles by Resolution of Directors or Resolution of Members.  The directors shall give notice of such resolution to the registered agent of the Company, for the registered agent to file with the Registrar a notice of the amendment to this Memorandum or the Articles, or a restated memorandum and articles of association incorporating the amendment(s) made, and any such amendment(s) to this Memorandum or the Articles will take effect from the date of the registration by the Registrar of the notice of amendment or restated memorandum and articles of association incorporating the amendment(s) made.

10.2

Notwithstanding any provision to the contrary in this Memorandum or the Articles, the directors shall not have the power to amend this Memorandum or the Articles:

(a)

to restrict the rights or powers of the members to amend this Memorandum or the Articles;

(b)

to change the percentage of members required to pass a resolution to amend this Memorandum or the Articles; or

(c)

in circumstances where this Memorandum or the Articles cannot be amended by the members.

10.3

A change of registered office or registered agent shall not constitute an amendment of this Memorandum or the Articles.

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Definitions and Interpretation

11.1

In this memorandum of association and the articles of association of the Company:

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11.2

In this Memorandum and the Articles:

(a)

words and expressions defined in the Act shall have the same meaning and, unless otherwise required by the context, the singular shall include the plural and vice versa, the masculine shall include the feminine and the neuter and references to persons shall include corporations and all entities capable of having a legal existence;

(b)

reference to a provision of law is a reference to that provision as extended, applied, amended or re-enacted and includes any subordinate legislation;

(c)

the headings are for convenience only and shall not affect the construction of this Memorandum or the Articles;

(d)

reference to a thing being " written " or " in writing " includes all forms of writing, including all electronic records which, in the determination of the directors, satisfy the requirements of the Electronic Transactions Act, 2001;

(e)

reference to a thing being " signed " or to a person's " signature " shall include reference to an electronic signature which, in the determination of the directors, satisfies the requirements of the Electronic Transactions Act, 2001, and reference to the Company's " seal " shall include reference to an electronic seal which, in the determination of the directors, satisfies the requirements of the Electronic Transactions Act, 2001.

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We, AMS Trustees Limited of Sea Meadow House, Blackborne Highway, PO Box 116, Road Town, Tortola, British Virgin Islands, in our capacity as registered agent for the Company for the purpose of applying to disapply Part IV of Schedule 2 of the BVI Business Companies Act, 2004 in relation to the Company hereby sign this Memorandum of Association this 16th day of January, 2014.

Registered agent:

________________________________

Darlene Jackson and Alicia Davis

Authorised Signatories

AMS Trustees Limited

Sea Meadow House

Blackburne Highway

P.O. Box 116         

Road Town, Tortola

British Virgin Islands

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TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT, 2004

ARTICLES OF ASSOCIATION

OF

CHINA NATURAL RESOURCES, INC.

1

Share Certificates

1.1

Every person whose name is entered as a member in the Company's register of members, being the holder of shares, shall without payment (except where otherwise noted) be entitled to a share certificate in the following circumstances:

(a)

on the issuance of such shares to such member;

(b)

on the transfer of such shares to such member;

(c)

on a re-designation, conversion or other restructuring of such shares with the effect that the certificate in issue no longer properly describes such shares; and

(d)

at the discretion of the directors (who may levy a reasonable charge), on notice to the Company of a change of name of the member.

1.2

Such certificate shall be signed by a director or under the common seal of the Company (which the registered agent of the Company is authorised to affix to such certificate) with or without the signature of any director or officer of the Company specifying the share or shares held and the par value thereof (if any), provided that in respect of shares held jointly by several persons, the Company shall not be bound to issue more than one certificate and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all.

1.3

If a certificate is worn out or lost it may, subject to the prior written consent of any mortgagee or chargee whose interest in the relevant certificated shares has been noted on the Company's register of members, be renewed on production of the worn out certificate, or on satisfactory proof of its loss together with such indemnity as the directors may reasonably require.  Any member receiving a share certificate shall indemnify and hold the Company and its officers harmless from any loss or liability which it or they may incur by reason of wrongful or fraudulent use or representation made by any person by virtue of the possession of such a certificate.

2

Issue of Shares

2.1

Subject to the provisions of these Articles, the unissued shares of the Company shall be at the disposal of the directors who may offer, allot, grant options over or otherwise dispose of them to

such persons at such times and for such consideration, being not less than the par value (if any) of the shares being disposed of, and upon such terms and conditions as the directors may determine.  Such 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. Before issuing shares for a consideration other than money, the directors shall pass a Resolution of Directors stating:

(a)

the amount to be credited for the issue of the shares;

(b)

their determination of the reasonable present cash value of the non-money consideration for the issue; and

(c)

that, in their opinion, the present cash value of the non-money consideration for the issue is not less than the amount to be credited for the issue of the shares.

2.2

Subject to the provisions of the Act in this regard, 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.

2.3

The Company may issue bonus shares, partly paid shares and nil paid shares.

2.4

The directors may redeem any share issued by the Company at a premium.

2.5

Except as required by the Act, and notwithstanding that a share certificate may, in the Company’s discretion, refer to a member holding shares "as trustee" or similar expression, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any  equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except as provided by these Articles or by the Act) any other rights in respect of any share except any absolute right to the entirety thereof by the registered holder.  

3

Forfeiture of Shares

3.1

The Company may, at any time after the due date for payment, serve on a member who has not paid in full for shares registered in the name of that member, a written notice of call (" Notice of Call ") specifying a date for payment to be made.  The Notice of Call shall name a further date not earlier than the expiration of 14 days from the date of service of the Notice of Call on or before which the payment required by the Notice of Call is to be made and shall contain a statement that in the event of non-payment at or before the time named in the Notice of Call the shares, or any of them, in respect of which payment is not made will be liable to be forfeited.

3.2

Where a written Notice of Call has been issued under the foregoing Article and the requirements of the Notice of Call have not been complied with, the directors may, at any time before tender of payment, forfeit and cancel the shares to which the Notice of Call relates.  The Company is under no obligation to refund any moneys to the member whose shares have been cancelled pursuant to this Article and that member shall be discharged from any further obligation to the Company.

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4

Transfer of Shares

4.1

Shares in the Company may be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee, but in the absence of such written instrument of transfer the directors may accept such evidence of a transfer of shares as they consider appropriate.  The instrument of transfer shall also be signed by the transferee if registration as a holder of the shares imposes a liability to the Company on the transferee.  The instrument of transfer of a registered share shall be sent to the Company for registration.

4.2

Subject to any limitations under applicable law or in the Memorandum or these Articles, the Company must on the application of the transferor or transferee of a registered share in the Company, enter the name of the transferee of the share in the Company's register of members, save that the registration of transfers of shares may be suspended and the register of members closed at such times and for such periods as the Company may from time to time by Resolution of Directors determine, provided always that such registration shall not be suspended and the register of members closed form more than 60 days in any period of 12 months.  

4.3

The transfer of a share is effective when the name of the transferee is entered in the Company's register of members.

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Mortgages of Shares and Charges over Shares

5.1

Members may mortgage or create a charge or other form of security over their shares.

5.2

The directors shall, at the written request of a member who has mortgaged or created a charge over his shares, enter in the Company's register of members:

(a)

a statement that such shares are mortgaged or charged;

(b)

the name of the mortgagee or chargee (where such information has been stated by the member); and

(c)

the date on which the statement and name are entered in the Company's register of members.

6

Transmission of Shares

6.1

Subject to sections 52(2) and 53 of the Act, the executor or administrator of a deceased member, the guardian of an incompetent member or the trustee of a bankrupt member shall be the only person recognised by the Company as having any title to such member’s share(s), save that and only in the event of death, incompetence or bankruptcy of any member or members as a consequence of which the Company no longer has any directors or members, then upon the production of any documentation which is reasonable evidence of the applicant being entitled to:

(a)

a grant of probate of the deceased's will, or grant of letters of administration of the deceased's estate, or confirmation of the appointment as executor or administrator (as the case may be, or analogous position in the relevant jurisdiction), of a deceased member's estate;

(b)

the appointment of a guardian (or analogous position in the relevant jurisdiction) of an incompetent member;

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(c)

the appointment as trustee (or analogous position in the relevant jurisdiction) of a bankrupt member; or

(d)

upon production of any other reasonable evidence of the applicant's beneficial ownership of, or entitlement to the shares,

to the Company's registered agent in the British Virgin Islands together with (if so requested by the registered agent) a notarised copy of the share certificate(s) of the deceased, incompetent or bankrupt member, an indemnity in favour of the registered agent and/or appropriate legal advice in respect of any document issued by a foreign court, then the administrator, executor, guardian or trustee in bankruptcy (as the case may be) notwithstanding that their name has not been entered in the Company's register of members, may by written resolution of the applicant, endorsed with written approval by the registered agent, be appointed a director and/or entered in the Company's register of members as the legal and/or beneficial owner of the shares.

6.2

Without limiting the foregoing, the production to the Company of any document which is reasonable evidence of:

(a)

a grant of probate of the will, or grant of letters of administration of the estate, or confirmation of the appointment as executor (or analogous position in the relevant jurisdiction), of a deceased member;

(b)

the appointment of a guardian (or analogous position in the relevant jurisdiction) of an incompetent member;

(c)

the trustee (or analogous position in the relevant jurisdiction) of a bankrupt member; or

(d)

the applicant's legal and/or beneficial ownership of the shares,

shall be accepted by the Company even if the deceased, incompetent member or bankrupt member is resident and/or domiciled outside the British Virgin Islands if the document is issued by a foreign court which had competent jurisdiction in the matter.  For the purposes of establishing whether or not a foreign court had competent jurisdiction in such a matter the directors may obtain appropriate legal advice.  The directors may also require an indemnity to be given by the executor, administrator, guardian, trustee in bankruptcy or the applicant.

6.3

Any person becoming entitled by operation of law or otherwise to a share or shares in consequence of the death, incompetence or bankruptcy of any member may be registered as a member upon such evidence being produced as may reasonably be required by the directors.  An application by any such person to be registered as a member shall for all purposes be deemed to be a transfer of shares of the deceased, incompetent or bankrupt member and the directors shall treat it as such (but without requiring an instrument of transfer).

6.4

Any person who has become entitled to a share or shares in consequence of the death, incompetence or bankruptcy of any member may, instead of being registered himself, request in writing that some person to be named by him be registered as the transferee of such share or shares and such request shall likewise be treated as if it were a transfer.

6.5

What amounts to incompetence on the part of a person is a matter to be determined by the court having regard to all the relevant evidence and the circumstances of the case.

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7

Acquisition of Own Shares

7.1

The Company may, in the manner determined by the directors by Resolution of Directors (and subject to the written consent of all the members whose shares are to be purchased, redeemed or otherwise acquired), purchase, redeem or otherwise acquire any of the Company's own shares for such consideration as the directors consider fit, and either cancel or hold such shares as treasury shares.  Shares may be purchased or otherwise acquired in exchange for newly issued shares in the Company.

7.2

The directors shall not, unless permitted pursuant to the Act, purchase, redeem or otherwise acquire any of the Company's own shares unless immediately after such purchase, redemption or other acquisition:

(a)

the value of the Company's assets exceeds it liabilities; and

(b)

the Company is able to pay its debts as they fall due.

7.3

Sections 60 and 61 of the Act shall not apply to the Company.

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Treasury Shares

8.1

Shares may only be held as treasury shares by the Company to the extent that the number of treasury shares does not exceed 50% of the shares of that class previously issued by the Company, excluding shares that have been cancelled.

8.2

The directors may dispose of any treasury shares on such terms and conditions as they may from time to time determine.  

9

Notice of Meetings of Members

9.1

The directors may convene meetings of members at such times and in such manner and places (within or outside the British Virgin Islands) as the directors consider necessary or desirable, and they shall convene such a meeting upon the written request of members entitled to exercise at least thirty (30) percent of the voting rights in respect of the matter for which the meeting is requested.

9.2

Not less than seven (7) days' notice specifying at least the place, the day and the hour of the meeting and general nature of the business to be conducted shall be given in the manner hereinafter mentioned to such persons whose names on the date the notice is given appear as members in the Company's register of members and are entitled to vote at the meeting.   The record date for determining those members that are entitled to vote at the meeting may be specified in the notice (and such record date need not be the date notice is given).

9.3

Notwithstanding the foregoing Article, a meeting of members held in contravention of the requirement to give notice is valid if members holding ninety (90) percent of:

(a)

the total voting rights on all the matters to be considered at the meeting; or

(b)

the votes of each class or series of shares where members are entitled to vote thereon as a class or series together with an absolute majority of the remaining votes,

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have waived notice of the meeting and, for this purpose, the presence of a member at the meeting shall be deemed to constitute waiver on his part (unless such member objects in writing before the meeting proceeds to business).

9.4

The inadvertent failure of the directors to give notice of a meeting to a member, or the fact that a member has not received a notice that has been properly given, shall not invalidate the meeting.

10

Proceedings at Meetings of Members

10.1

No business shall be transacted at any meeting of members unless a quorum of members is present at the time when the meeting proceeds to business.  A quorum shall consist of the holder or holders present in person or by proxy entitled to exercise at least fifty (50) percent 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.

10.2

A member shall be deemed to be present at a meeting of members if:

(a)

he or his proxy participates by telephone or other electronic means; and

(b)

all members and proxies participating in the meeting are able to hear each other.

10.3

If, within two hours from the time appointed for the meeting, a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the next business day at the same time and place or to such other day, time and place as the directors may determine, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less than 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, those present shall constitute a quorum but otherwise the meeting shall be dissolved.

10.4

A member may attend a meeting of members personally or be represented by a proxy who may speak and vote on behalf of the member.

10.5

The instrument appointing a proxy shall be produced at the place appointed for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote.  An instrument appointing a proxy shall be in such form as the Chairman of the meeting shall accept as properly evidencing the wishes of the member appointing the proxy, but must be in writing under the hand of the appointer unless the appointer is a corporation or other form of legal entity (other than one or more individuals holding as joint owner) in which case the instrument appointing a proxy shall be in writing under the hand of an individual duly authorised by such corporation or legal entity to execute the same.  

10.6

The directors may, at any time prior to the time appointed for the meeting of members to commence, appoint any person to act as chairman of the meeting of the members (the " Chairman ") or, if the directors do not make any such appointment, the Chairman of the Board shall preside as the Chairman. If there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to act, the directors present shall elect one of their number to be the Chairman.

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10.7

If no director is willing to act as Chairman or if no director is present within fifteen minutes after the time appointed for the meeting to commence, the members present shall choose one of their number to be Chairman.  

10.8

The Chairman may adjourn any meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

10.9

At any meeting a resolution put to the vote of the meeting shall be decided on a show of hands by the holders of a majority of in excess of fifty (50) percent of the votes of those members (or their duly appointed proxies) entitled to vote and voting on the resolution, unless a poll is (before or on the declaration of the result of the show of hands) demanded:

(a)

by the Chairman; or

(b)

by any member present in person or by proxy and holding not less than one tenth of the total voting shares issued and having the right to vote on such resolution.

10.10

Unless a poll be so demanded, a declaration by the Chairman that a resolution has, on a show of hands been carried, and an entry to that effect in the book containing the minutes of the proceedings of the Company, shall be sufficient evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution.

10.11

If a poll is duly demanded it shall be taken in such manner as the Chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.  The demand for a poll may be withdrawn, at the discretion of the Chairman.

10.12

On a poll, every holder of a voting share present in person or by proxy shall have one vote for every voting share of which he is the holder which confers the right to a vote on the resolution. On a poll, a Resolution of Members is passed if it is approved by a majority of the votes validly cast by members holding shares entitled to vote on the poll.

10.13

In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place, or at which the poll is demanded, shall not be entitled to a second or casting vote.

10.14

Subject to the Memorandum or these Articles, an action that may be taken by members at a meeting of members may also be taken by a resolution consented to in writing, without the need for any notice. The consent may consist of several documents, including written communications, in like form each signed or assented to by one or more members. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the earliest date from which members holding a sufficient number of votes of shares to pass the resolution have given their written consent.

10.15

If a committee is appointed for any member who is of unsound mind, that member may vote by such committee.

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Jointly Held Shares

Where shares are registered in the names of joint owners:

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(a)

each registered owner may be present in person or by proxy at a meeting of members and may speak as a member;

(b)

if only one of them is present in person or by proxy, he may vote on behalf of all of them; and

(c)

if two or more are present in person or by proxy, they must vote as one.  If more than one joint owner votes in person or by proxy at any meeting of members or consents in writing pursuant to Article 10.14, the vote or consent of the joint owner whose name appears first among such joint holders in the Company's register of members shall alone be counted.

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Corporations Acting by Representatives at Meetings

Any corporation or other form of corporate legal entity which is a member may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the members or any class of members, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member.

13

Appointment and Removal of Directors

13.1

The first director or directors shall be appointed by the subscribers to the Memorandum.  Thereafter, the directors shall be appointed by Resolution of Members. A director shall be appointed for such term as may be specified on his appointment or, failing any term specified, shall be deemed to be appointed indefinitely.   Sections 114(2) and 114(3) of the Act shall not apply to the Company.

13.2

The minimum number of directors shall be three (3) and the maximum number shall be twenty-five (25).

13.3

Subject to this Article 13, each director shall hold office for the term, if any, fixed by Resolution of Members or until his earlier death, resignation or removal.  For the purposes of electing directors, and determining the terms for which they will serve, but for no other purpose, approximately one-third of the directors will be classified as Class I Directors, approximately one-third of the directors will be classified as Class II Directors, and approximately one-third of the directors will be classified as Class III Directors.  Class I, Class II and Class III Directors will each serve for a 3 year term expiring at the annual meeting coring in the third year after his or her appointment.  Notwithstanding the foregoing, the first Class I Directors will serve for a 1 year term expiring at the annual meeting next following his or her appointment, and the first Class II Directors will serve for a 2 year term expiring at the annual meeting occurring 2 years after his or her appointment.

13.4

A director may be removed from office, with or without cause, by a Resolution of Members, or with cause by a Resolution of Directors.

13.5

A director may resign his office by giving written notice of resignation to the Company and the resignation will have effect from the date the notice is received by the Company or from such later date as may be specified in the notice.

13.6

The directors may, by Resolution of Directors, at any time appoint any person to be a director either to fill a vacancy on the board of directors of the Company or as an addition to the existing directors. A vacancy occurs through the death, resignation or removal of a director but a vacancy

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or vacancies shall not be deemed to exist where one or more directors shall resign after having appointed his or her successor or successors.  A director appointed to fill a vacancy holds office until the next occurring annual meeting of members.

13.7

A person shall not be appointed as a director unless he has consented in writing to be a director.

13.8

Each director holds office until:

(a)

his disqualification to act as a director under section 111 of the Act (on which his office as director shall be automatically terminated if he has not resigned in accordance with section 115(2) of the Act);

(b)

his death or, in the case of a director that is not an individual, its ceasing to exist;

(c)

his resignation;

(d)

the expiry of the term of office (if any) specified on his appointment or as the directors or members may have determined; or

(e)

the effective date of his removal by Resolution of Directors or Resolution of Members.

13.9

The following are disqualified for appointment as a director:

(a)

an individual who is under 18 years of age;

(b)

a person who is a disqualified person within the meaning of section 260(4) of the Insolvency Act, 2003;

(c)

a person who is a restricted person within the meaning of section 409 of the Insolvency Act, 2003; and

(d)

an undischarged bankrupt.

13.10

A director shall not require a share qualification, but nevertheless shall be entitled to attend and speak at any meeting of directors and meeting of members and at any separate meeting of the holders of any class of shares in the Company.

13.11

With the prior or subsequent approval by a Resolution of Members, 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.

14

Alternate Directors and Reserve Directors

14.1

A director, by written instrument deposited at the registered office, may from time to time appoint another director or another person who is not disqualified for appointment as a director under section 111 of the Act to be his alternate to:

(a)

exercise the appointing director’s powers; and

(b)

carry out the appointing director’s responsibilities,

9

in relation to the taking of decisions by the directors in the absence of the appointing director.

14.2

No person shall be appointed as an alternate director unless he has consented in writing to be an alternate director.  The appointment of an alternate director does not take effect until written notice of the appointment has been deposited at the registered office.

14.3

The appointing director may, at any time, terminate or vary the alternate’s appointment.  The termination or variation of the appointment of an alternate director does not take effect until written notice of the termination or variation has been deposited at the registered office, save that if a director shall die or cease to hold the office of director, the appointment of his alternate shall thereupon cease and terminate immediately without the need for notice.

14.4

An alternate director has no power to appoint an alternate, whether of the appointing director or of the alternate director.

14.5

An alternate director has the same rights as the appointing director in relation to any meeting of directors and any Resolution of Directors passed by way of a consent in writing. Unless stated otherwise in the notice of the appointment of the alternate, or a notice of variation of the appointment, if undue delay or difficulty would be occasioned by giving notice to a director of a resolution of which his approval is sought in accordance with these Articles his alternate (if any) shall be entitled to waive notice on behalf of the appointing director and vote on or consent to the resolution on behalf of that director.  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 does not act as an agent of or for the appointing director and is liable for his own acts and omissions as an alternate director.

14.6

The remuneration of an alternate (if any) shall be payable out of the remuneration payable to the director appointing him (if any), as agreed between such alternate and the director appointing him.  

15

Duties of Directors and Conflicts of Interests

15.1

A director, in exercising his powers or performing his duties, shall act honestly and in good faith and in what the director believes to be in the best interests of the Company.

15.2

A director shall exercise his powers as a director for a proper purpose and shall not act, or agree to the Company acting, in a manner that contravenes the Act or the Memorandum or these Articles.

15.3

A director, when exercising powers or performing duties as a director, shall exercise the care, diligence, and skill that a reasonable director would exercise in the same circumstances taking into account, but without limitation:

(a)

the nature of the Company;

(b)

the nature of the decision; and

(c)

the position of the director and the nature of the responsibilities undertaken by him.

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15.4

A director, when exercising his powers or performing his duties as a director, is entitled to rely upon the register of members and upon books, records, financial statements and other information prepared or supplied, and on professional or expert advice given, by:

(a)

an employee of the Company whom the director believes on reasonable grounds to be reliable and competent in relation to the matters concerned;

(b)

a professional adviser or expert in relation to matters which the director believes on reasonable grounds to be within the person’s professional or expert competence; and

(c)

any other director, or committee of directors upon which the director did not serve, in relation to matters within the director’s or committee’s designated authority,

provided that the director: (i) acts in good faith; (ii) makes proper inquiry where the need for the inquiry is indicated by the circumstances; and (iii) has no knowledge that his reliance on the register of members or the books, records, financial statements and other information or expert advice is not warranted.

15.5

A director may hold any other office or position of profit under the Company (except that of auditor or liquidator) in conjunction with his office of director, and may act in a professional capacity to the Company on such terms as to remuneration and otherwise as the directors shall approve.

15.6

A director may be or become a director or officer of, or otherwise be interested in any company promoted by the Company, or in which the Company may be interested, as a member or otherwise and no such director shall be accountable for any remuneration or other benefits received by him as director or officer or from his interest in such other company.  The directors may also exercise the voting powers conferred by the shares in any other company held or owned by the Company in such manner in all respects as they think fit, including the exercise thereof in favour of any resolutions appointing them, or of their number, directors or officers of such other company, or voting or providing for the payment of remuneration to the directors or officers of such other company.  A director may vote in favour of the exercise of such voting rights in the manner aforesaid notwithstanding that he may be, or be about to become, a director or officer of such other company, and as such in any other manner is, or may be, interested in the exercise of such voting rights in the manner aforesaid.

15.7

No director shall be disqualified by his office from contracting with the Company either as a buyer, seller or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any director shall be in any way interested be voided, nor shall any director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement, by reason of such director holding that office or by reason of the fiduciary relationship thereby established, provided such director shall, immediately after becoming aware of the fact that he is interested in a transaction entered into or to be entered into by the Company, disclose such interest to the board.  For the purposes of this Article:

(a)

a director is not required to make such a disclosure if:

(i)

the transaction or proposed transaction is between the director and the Company; and

11

(ii)

the transaction or proposed transaction is or is to be entered into in the ordinary course of the Company's business and on usual terms and conditions;

(b)

a disclosure to the board to the effect that a director is a member, director, officer or trustee of another named company or other person and is to be regarded as interested in any transaction which may, after the date of the entry or disclosure, be entered into with that company or person, is a sufficient disclosure of interest in relation to that transaction.  Such a disclosure is not made to the board unless it is made or brought to the attention of every director on the board; and

(c)

subject to section 125(1) of the Act, the failure by a director to comply with this Article does not affect the validity of a transaction entered into by the director or the Company.

15.8

A director who is interested in a transaction entered into or to be entered into by the Company may:

(a)

vote on a matter relating to the transaction;

(b)

attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum; and

(c)

sign a document on behalf of the Company, or do any other thing in his capacity as a director, that relates to the transaction.

16

Powers of Directors

16.1

The business of the Company shall be managed by the directors who may pay all expenses incurred preliminary to and in connection with the formation and registration of the Company, and may exercise all such powers of the Company necessary for managing and for directing and supervising, the business and affairs of the Company as are not by the Act or by the Memorandum or these Articles required to be exercised by the members, subject to any delegation of such powers as may be authorised by these Articles and permitted by the Act and to such requirements as may be prescribed by Resolution of the Members, but no requirement made by Resolution of the Members shall prevail if it be inconsistent with these Articles nor shall such requirement invalidate any prior act of the directors which would have been valid if such requirement had not been made.

16.2

Section 175 of the Act shall not apply to the Company.

16.3

If the number of directors shall have been fixed at two or more persons and by reason of vacancies having occurred in the board there shall be only one continuing director, he shall be authorised to act alone only for the purpose of appointing another director.

16.4

The directors may by 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.

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17

Delegation by the Board to Directors, Committees, Officers, Attorneys and Agents

17.1

The board may entrust to and confer upon any director or officer any of the powers exercisable by it upon such terms and conditions and with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, and may from time to time revoke, withdraw, alter or vary all or any of such powers.  Subject to the provisions of section 110 of the Act, the directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit.  Any committees so formed shall in the exercise of powers so delegated conform to any regulations that may be imposed on it by the directors or the provisions of the Act.

17.2

The directors have no power to delegate the following powers to a committee of directors:

(a)

to amend the Memorandum or these Articles;

(b)

to designate committees of directors;

(c)

to delegate powers to a committee of directors (provided that this and the preceding sub-Article do not prevent a committee of directors, where authorised by the directors, from appointing a sub-committee and delegating powers exercisable by the committee to the sub-committee);

(d)

to appoint or remove directors;

(e)

to appoint or remove an agent;

(f)

to approve a plan or merger, consolidation or arrangement;

(g)

to make a declaration of solvency for the purposes of section 198(1)(a) of the Act or approve a liquidation plan; or

(h)

to make a determination under section 57(1) of the Act that the Company will, immediately after a proposed distribution, satisfy the solvency test.

17.3

Where the directors delegate their powers to a committee of directors, they remain responsible for the exercise of that power by the committee, unless they believed on reasonable grounds that at all times before the exercise of the power that the committee would exercise the power in conformity with the duties imposed on directors by the Act.

17.4

The directors may, by Resolution of Directors, appoint officers of the Company at such times as shall be considered necessary or expedient.  The officers shall perform such duties as shall be prescribed at the time of their appointment subject to any modifications in such duties as may be prescribed by the directors thereafter.

17.5

Any person may hold more than one office and no officer need be a director or member.  The officers shall remain in office until removed from office by the directors, whether or not a successor is appointed.

17.6

Any officer who is a body corporate may appoint any person as its duly authorised representative for the purpose of representing it and of transacting any of the business of the officers.

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17.7

The directors may from time to time by power of attorney appoint any company, firm or person or body of persons to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles) and for such period and subject to such conditions as the directors think fit.

17.8

The directors may appoint any person, including a person who is a director, to be an agent of the Company.  An agent of the Company has such powers and authority of the directors, including the power and authority to affix the common seal of the Company, as are set forth in the Resolution of Directors appointing the agent, except that no agent has any power or authority with respect to the following:

(a)

to amend the Memorandum or these Articles;

(b)

to change the registered office or registered agent;

(c)

to designate committees of directors;

(d)

to delegate powers to a committee of directors;

(e)

to appoint or remove directors;

(f)

to appoint or remove an agent;

(g)

to fix emoluments of directors;

(h)

to approve a plan of merger, consolidation or arrangement;

(i)

to make a declaration of solvency for the purposes of section 198(1)(a) of the Act or to approve a liquidation plan;

(j)

to make a determination under section 57(1) of the Act that the Company will, immediately after a proposed distribution, satisfy the solvency test as stipulated in section 56 of the Act; or

(k)

to authorise the Company to continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands.

17.9

Where the directors appoint any person to be an agent of the Company, they may authorise the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the Company.

17.10

The directors may at any time remove an agent and may revoke or vary a power conferred on him.

18

Proceedings of Directors

18.1

The directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit.  The meetings of the board and any committee thereof shall be held at such place or places (within or outside the British Virgin Islands) as the directors shall decide.

14

18.2

A director may at any time summon a meeting of the directors.  A director shall be given not less than three (3) business days' (as defined in the Act) notice of a meeting of the directors, save that a meeting of directors held on less notice is valid if all the directors entitled to vote at the meeting who do not attend, waive notice of the meeting, and, for this purpose, the presence of a director at the meeting shall be deemed to constitute waiver on his part.

18.3

The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice, shall not invalidate the meeting.

18.4

Any director who is a body corporate may appoint any person its duly authorised representative for the purpose of representing it at meetings of the directors and of transacting any of the business of the directors.

18.5

A meeting of the directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than one-half of the total number of directors with a minimum of two (2).

18.6

If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall be dissolved.

18.7

A director shall be deemed to be present at a meeting of the board if:

(a)

he or his alternate participates by telephone or other electronic means; and

(b)

all directors and alternates participating in the meeting are able to hear each other.

18.8

The directors may elect a chairman (the " Chairman of the Board ") and vice-chairman (the " Vice-Chairman of the Board ") and determine the period for which each is to hold office.  At every meeting of the directors, the Chairman of the Board shall preside as chairman of the meeting.  If there is no Chairman of the Board, or if at any meeting the Chairman of the Board is not present at the time appointed for holding the meeting, the Vice-Chairman of the Board shall preside.  If there is no Vice-Chairman of the Board, or if at any meeting the Vice-Chairman of the Board is not present at the time appointed for holding the meeting, the directors present may choose one of their number to be chairman of the meeting.  

18.9

Questions arising at any meeting of directors shall be decided by a majority of the votes cast by directors who are present in person or by alternate at the meeting and entitled to vote on the resolution.

18.10

A resolution approved by all of the directors or their alternates for the time being entitled to receive notice of a meeting of the directors taking the form of a consent in writing shall be as valid and effectual as if it had been passed at a meeting of the directors duly convened and held, without the need for any notice.  The consent in writing may consist of several documents, including written communications, in like form each signed or assented to by one or more directors. If the consent is in one or more counter parts, and the counterparts bear different dates, then the resolution shall take effect on the earliest date from which directors having a sufficient number of votes to pass the resolution have given their written consent.

18.11

If the Company shall have only one director, the foregoing provisions for meetings of the directors shall not apply but such sole director shall have full power to represent and act for the Company in all matters and in lieu of minutes of a meeting shall record in writing and sign a note of

15

memorandum of all matters requiring a Resolution of Directors.  Such note or memorandum shall constitute sufficient evidence of such resolution for all purposes.

19

Indemnification and Insurance

19.1

Subject to the provisions of the Act, every director and officer of the Company (which for the avoidance of doubt, shall not include auditors of the Company), together with every former director and former officer of the Company (each an " Indemnified Person ") shall be indemnified out of the assets of the Company 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 wilful default.  No Indemnified Person shall be liable to the Company for any loss or damage incurred by the Company as a result (whether direct or indirect) of the carrying out of their functions unless that liability arises through the actual fraud or wilful default of such Indemnified Person.  No person shall be found to have committed actual fraud or wilful default under this Article unless or until a court of competent jurisdiction shall have made a finding to that effect.

19.2

The Company shall advance to each Indemnified Person reasonable attorneys' fees and other costs and expenses incurred in connection with the defence of any action, suit, proceeding or investigation involving such Indemnified Person for which indemnity will or could be sought.  In connection with any advance of any expenses hereunder, the Indemnified Person shall execute an undertaking to repay the advanced amount to the Company if it shall be determined by final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification pursuant to this Article.  If it shall be determined by a final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification with respect to such judgment, costs or expenses, then such party shall not be indemnified with respect to such judgment, costs or expenses and any advancement shall be returned to the Company (without interest) by the Indemnified Person.

19.3

The directors, on behalf of the Company, may purchase and maintain insurance for the benefit of any director or other officer of the Company against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect of any negligence, default, breach of duty or breach of trust of which such person may be guilty in relation to the Company.

20

Company Seal and Entry into Contracts and Deeds

20.1

The directors shall provide for the safe custody of the common seal of the Company.  The common seal when affixed to any instrument (save for a share certificate in accordance with these Articles) shall be witnessed by a director or officer of the Company or any other person so authorised from time to time by the directors.

20.2

A contract may be entered into by the Company as follows:

(a)

a contract that, if entered into by an individual, would be required by law to be in writing and under seal, may be entered into by or on behalf of the Company in writing under the common seal of the Company, or executed by or on behalf of the Company by a director or an authorised agent of the Company, and may be varied or discharged in the same manner;

16

(b)

a contract that, if entered into by an individual, would be required by law to be in writing and signed, may be entered into by or on behalf of the Company in writing and signed by a person acting under the express or implied authority of the company, and may be varied or discharged in the same manner; and

(c)

a contract that, if entered into by an individual, would be valid although entered into orally, and not reduced to writing, may be entered into orally by or on behalf of the Company by a person acting under the express or implied authority of the Company, and may be varied or discharged in the same manner.

20.3

Notwithstanding the foregoing Article, an instrument is validly executed by the Company as a deed, or an instrument under seal, if it is either:

(a)

sealed with the common seal of the Company and witnessed by a director and/or such other person who is authorised by the Memorandum or these Articles to witness the application of the common seal of the Company; or

(b)

expressed to be, or is expressed to be executed as, or otherwise makes clear on its face that it is intended to be, a deed and it is signed by a director and/or by a person acting under the express or implied authority of the Company.

21

Distributions

21.1

Subject to the provisions of the Act, the directors may, by Resolution of Directors, authorise a distribution by the Company at a time, and of an amount, and to any members they think fit if they are satisfied, on reasonable grounds that, immediately after the distribution, the value of the Company's assets will exceed the Company's liabilities and 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 and the directors may for such purpose set such value as they deem fair upon any such assets.

21.2

No distribution shall be paid on those shares which are held by the Company as treasury shares at the date of declaration of the distribution.

21.3

The directors may, before recommending any distribution, set aside out of the profits of the Company such sums as they think proper as a reserve or reserves which shall, at their discretion, either be employed in the business of the Company or be invested in such investments as the directors may from time to time think fit.

21.4

If several persons are registered as joint holders of any share, any of them may give effectual receipt for any distribution or other monies payable on or in respect of the share.

21.5

Notice of any distribution that may have been declared shall be given to each member in manner hereinafter mentioned and all distributions unclaimed for three years after having been declared may be forfeited by the directors for the benefit of the Company.

21.6

No distribution shall bear interest against the Company.

22

Company Records

22.1

The Company shall keep records that:

17

(a)

are sufficient to show and explain the Company's transactions; and

(b)

will, at any time, enable the financial position of the Company to be determined with reasonable accuracy.

22.2

The Company shall keep the following records at the office of its registered agent or at such other place or places, within or outside the British Virgin Islands, as the directors may determine:

(a)

minutes of all meetings and all resolutions of members and of classes of members ;

(b)

minutes of all meetings and all resolutions of directors and committees of directors; and

(c)

the records and underlying documentation of the Company (including, without limitation, its accounts (if any)).

22.3

Where any such records are kept at a place other than at the office of the Company’s registered agent, the Company shall provide the registered agent with a written record of the physical address of the place or places at which the records are kept.  Where the place at which any such records is changed, the Company shall provide the registered agent with the physical address of the new location of the records within fourteen (14) days of the change of location.

22.4

The Company shall retain its records and underlying documentation for a period of at least five years from the date:

(a)

of completion of the transaction to which the records and underlying documentation relate; or

(b)

the Company terminates the business relationship to which the records and underlying documentation relate, and for these purposes "business relationship" means a continuing arrangement between the Company and one or more persons with whom the Company engages in business, whether on a one-off, regular, habitual or regular basis.

22.5

The Company shall keep a register to be known as a register of directors containing the names and addresses of the persons who are directors, the date on which each person whose name is entered in the register was appointed as a director, the date on which each person named as a director ceased to be a director, and such other information as may be prescribed from time to time by law.

22.6

The Company shall maintain an accurate and complete register of members showing the full names and addresses of all persons holding registered shares in the Company, the number of each class and series of registered shares held by such person, the date on which the name of each member was entered in the register of members and where applicable, the date such person ceased to hold any registered shares in the Company.

22.7

The Company shall maintain an accurate and complete register of charges in accordance with section 162(1) showing;

(a)

if the charge is a charge created by the company, the date of its creation or, if the charge is a charge existing on property acquired by the company, the date on which the property was acquired;

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(b)

a short description of the liability secured by the charge;

(c)

a short description of the property charged;

(d)

the name and address of the trustee for the security or, if there is no such trustee, the name and address of the chargee;

(e)

unless the charge is a security to bearer, the name and address of the holder of the charge; and

(f)

details of any prohibition or restriction, if any, contained in the instrument creating the charge on the power of the Company to create any future charge ranking in priority to or equally with the charge.

22.8

The Company shall keep the following at the office of its registered agent:

(a)

the Memorandum and these Articles;

(b)

the register of members maintained in accordance with these Article s or a copy of the register of members ;

(c)

the register of directors maintained in accordance with these Articles or a copy of the register of directors;

(d)

copies of all notices and other documents filed by the Company in the previous ten years;

(e)

a copy of the register of charges kept by the Company pursuant to section 162(1) of the Act; and

(f)

an imprint of the common seal.

22.9

Where the Company keeps a copy (but not the original) of the register of members or the register of directors at the office of its registered agent, it shall:

(a)

within fifteen (15) days of any change in the register, notify the registered agent, in writing, of the change; and

(b)

provide the registered agent with a written record of the physical address of the place or places at which the original register of members or the original register of directors is kept,

and where the place at which the original register of members or the original register of directors is changed, the Company shall provide the registered agent with the physical address of the new location of the records within fourteen (14) days of the change of location.

22.10

The records, documents and registers required by these Articles shall be open to the inspection of the directors at all times.

22.11

The directors shall from time to time determine whether and to what extent and at what times and places and under what conditions the records, documents and registers of the Company or any of them shall be open to the inspection of members not being directors, and no member (not being a

19

director) shall have any right to inspect any records, documents or registers of the Company except as conferred by the Act or authorised by a Resolution of Directors.

23

Audit

23.1

The Company may by a Resolution of Members call for the directors to prepare periodically a profit and loss account and a balance sheet.  The profit and loss account and balance sheet shall be drawn up so as to give respectively a true and fair view of the profit and loss of the Company for the financial period and a true and fair view of the state of affairs of the Company at the end of the financial period.   

23.2

The Company may by Resolution of Members call for the accounts to be examined by auditors.

23.3

The auditors shall be appointed by a Resolution of Members.

23.4

The auditors may be members of the Company but not director or officer of the Company shall be eligible to be an auditor during his continuance in office.

23.5

The remuneration of the auditors of the Company:

(a)

In the case of auditors appointed by directors, may be fixed by Resolution of Directors;

(b)

Subject to the foregoing, shall be fixed by Resolution of Members or in such manner as the Company may by Resolution of Members determine.

23.6

The auditors shall examine each profit and loss account and balance sheet required to be served on every member of the Company or laid before a meeting of members of the Company and shall state in a written report whether or not:

(a)

In their opinion the profit and loss account and balance sheet give a true and fair view respectively of the profit and loss for the period covered by the accounts, and of the state of affairs of the Company at the end of that period; and

(b)

All the information and explanations required by the auditors have been obtained.

23.7

The report of the auditors shall be annexed to the accounts and shall be read at the meeting of members at which the accounts are laid before the Company or shall be served on the members.

23.8

Every auditor of the Company shall have a right of access at all times to the books of account and vouchers of the Company, and shall be entitled to require from the officers of the Company such information and explanations as he thinks necessary for the performance of his duties.

23.9

The auditors of the Company shall be entitled to receive notice of, and to attend, any meetings of members of the Company at which the Company's audited profit and loss account and/or balance sheet is to be presented.

24

Notices

24.1

Any notice, information or written statement required to be given to members shall be served by mail, fax (or equivalent means of transmittance) or email addressed to each member at the address shown in the Company's register of members (or where the notice is given by email or

20

fax (or equivalent means of transmittance) by sending it to the email address or fax number (or equivalent) provided by such member).  Any mailed notice, if posted from one country to another, is to be sent by airmail.

24.2

Where a notice is sent by courier, service of the notice shall be deemed to be effected by delivery of the notice to a courier company, and shall be deemed to have been received on the third day (not including Saturdays or Sundays or public holidays in the British Virgin Islands) following the day on which the notice was delivered to the courier.  Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre paying and posting a letter containing the notice, and shall be deemed to have been received on the fifth day (not including Saturdays or Sundays or public holidays in the British Virgin Islands) following the day on which the notice was posted.  Where a notice is sent by fax (or equivalent means of transmittance), service of the notice shall be deemed to be effected by properly addressing and sending such notice and shall be deemed to have been received on the same day that it was transmitted.  Where a notice is given by email service shall be deemed to be effected by transmitting the email to the email address provided by the intended recipient and shall be deemed to have been received on the same day that it was sent, and it shall not be necessary for the receipt of the email to be acknowledged by the recipient.

24.3

A notice may be given by the Company to the person or persons which the Company has been advised are entitled to a share or shares in consequence of the death or bankruptcy of a member in the same manner as other notices which are required to be given under these Articles and shall be addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so entitled, or at the option of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.

24.4

All notices directed to be given to the members shall, with respect to any registered shares to which persons are jointly entitled, be given to whichever of such persons is named first in the Company's register of members, and notice so given shall be sufficient notice to all the holders of such shares.

25

Arbitration

25.1

Whenever any difference arises between the Company on the one hand and any of the members or their executors, administrators or assigns on the other hand, touching the true intent and construction or the incidence or consequences of these Articles or the Act, touching anything done or executed, omitted, or suffered in pursuance of the Act or touching any breach or alleged breach or otherwise relating to the premises or to these Articles, or to any Act or Ordinance affecting the Company or to any of affairs of the Company, such difference shall, unless the parties agree to refer the same to a single arbitrator, be referred to 2 arbitrators one to be chosen by each of the parties to the difference and the arbitrators shall before entering on the reference appoint an umpire.

25.2

If either party to the reference makes default in appointing an arbitrator either originally or by way of substitution (in the event that an appointed arbitrator shall die, be incapable of acting or refuse to act) for 10 days after the other party has given him notice to appoint the same, such other party may appoint an arbitrator to act in place of the arbitrator of the defaulting party.

21

26

Continuation

The Company may, by a Resolution of Directors or by a Resolution of Members, continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands in the manner provided under those laws.

27

Liquidation

27.1

The Company may be voluntarily liquidated under Part XII of the Act if;

(a)

it has no liabilities; or

(b)

it is able to pay its debts as they fall due and the value of its assets equals or exceeds its liabilities.  

27.2

A voluntary liquidator may, subject to the terms of the Act, be appointed by a Resolution of Directors or by a Resolution of Members provided the members have approved, by Resolution of Members, a liquidation plan approved by the directors.

27.3

If the Company shall be liquidated, the voluntary liquidator may divide amongst the members in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for such purpose set such value as he deems fair upon any such property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members.  The liquidator may vest the whole or any part of such assets in trustees upon such trust for the benefit of the contributors as the liquidator shall think fit, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability.

22

We, AMS Trustees Limited of Sea Meadow House, Blackborne Highway, PO Box 116, Road Town, Tortola, British Virgin Islands, in our capacity as registered agent for the Company for the purpose of applying to disapply Part IV of Schedule 2 of the BVI Business Companies Act, 2004 in relation to the Company hereby sign these Articles of Association this 16th day of January, 2014.

Registered agent:

_____________________________________

Darlene Jackson and Alicia Davis

Authorised Signatories

AMS Trustees Limited

Sea Meadow House

Blackburne Highway

P.O. Box 116         

Road Town, Tortola

British Virgin Islands

23

EXHIBIT 99.2

Dated the 22 ^nd day of January, 2014

China Natural Resources, Inc.

and

Ma Sin Ling

SERVICE AGREEMENT

THIS AGREEMENT is made on the 22 ^nd day of January, 2014.

BETWEEN :-

(1)

China Natural Resources, Inc. , a company incorporated in the British Virgin Islands with its registered office at Sea Meadow House, Blackburne Highway, P.O. Box 116, Road Town, Tortola, British Virgin Islands (the "Company"); and

(2)

Ma Sin Ling (the "Director").

BY WHICH IT IS AGREED as follows :-

1.

Purpose and interpretation

(A)

This Agreement sets out the terms and conditions upon and subject to which the Company agrees to employ the Director and the Director agrees to serve the Company as an executive officer by providing to Company with the services hereinafter described.

(B)

In this Agreement, unless the context otherwise requires :-

(1)

the following words and expressions bear the following meanings:-

"Appointment"

the appointment of the Director as an executive officer of the Company pursuant to by Clause 2;

"Affiliate"

"affiliate" as defined in the SEC Rules;

"Board"

the board of directors for the time being of the Company or the directors present at any meeting of the Board duly convened and held and includes a duly authorised committee thereof;

"Business"

the business carried on from time to time by the Group or by any of the companies within the Group;

"Group"

the Company and its subsidiaries from time to time;

"Hong Kong"

the Hong Kong Special Administrative Region of the People's Republic of China;

"Nasdaq Rules"

the rules and regulations established by Nasdaq Capital Market applicable to foreign private issuer;

"SEC rules"

the United States securities laws and the Securities and Exchange Commission rules and regulations; and

1

"US$"

United States dollars.

(2)

References to Clauses are references to the clauses of this Agreement.

(3)

Words importing one gender include all genders.

(4)

Words importing persons include individuals, firms, companies, corporations and unincorporated bodies of persons and vice versa.

(5)

Words importing the singular include the plural and vice versa.

(6)

The headings in this Agreement are for convenience only and do not affect the interpretation hereof.

2.

Appointment and duties

The Company shall employ the Director and the Director shall serve the Company as an executive officer or in such positions as may be assigned to the Director from time to time at the discretion of the Board subject to and upon the terms hereinafter set out.

3.

Director's basic obligation

The Director hereby undertakes with the Company during the continuance of this Agreement to use her best endeavours to carry out her duties hereunder and to protect and promote the interests of the Group.

4.

Duration of the appointment

Subject to Clause 7, the Appointment shall be for a term of one year commencing on 22 ^nd January 2014 and shall continue thereafter unless and until terminated by either the Company or the Director giving to the other not less than one month notice in writing to determine the same.

5.

Director's services

(A)

Without prejudice to the generality of Clause 3, the Director shall during her Appointment under this Agreement :-

(1)

devote her knowledge, skill, expertise, attention and time both during normal business hours and at such other times as are necessary for the proper and efficient conduct of the Business (subject to appropriate holidays and vacations as herein provided) and for the proper discharge of duties of her office an executive officer or in such positions as may be assigned to the Director from time to time at the discretion of the Board;

(2)

faithfully and diligently perform such duties and exercise such powers as are consistent with her office in relation to the Company and/or the Group;

2

(3)

in the discharge of such duties and in the exercise of such powers observe and comply with all reasonable and lawful resolutions, regulations and directions from time to time made or given by the Board in connection with the conduct of the Business according to the best of his skills and ability;

(4)

in pursuance of her duties hereunder perform such services for the Group and (without further remuneration unless otherwise agreed) accept such offices in the Group as the Board may from time to time reasonably require provided the same are consistent with her office;

(5)

at all times keep the Board promptly and fully informed (in writing if so requested) in connection with the performance of her powers and duties and in connection with the Business or affairs of the Group;

(6)

perform the duties and exercise the powers in her capacity as an executive officer of the Company or in such positions which the Board may from time to time properly assign to her in connection with the Business subject to such resolutions, regulations or directions as to the scope of her duties or authority or manner of carrying out the same as may be made or given by the Board from time to time;

(7)

comply with (a) every rule of law applicable to any member of the Group whether in British Virgin Islands, the People's Republic of China or elsewhere; (b) the SEC Rules; (c) every regulation of the Company from time to time in force (including but not limiting to the memorandum and articles of association); (d) the Nasdaq Rules (f) all other relevant securities regulations from time to time in force, in relation to dealings in shares or other securities of the Company or any other member of the Group, and in relation to the discharge of her functions and duties as a director of the Company;

(8)

serve as a member of the Company’s Board of Directors to the extent duly nominated and elected or appointed, without additional compensation; and

(9)

act in accordance with her powers and obligations as an executive officer or in such positions as may be assigned to the Director from time to time at the discretion of the Company and use her best endeavours to cause the Company to comply with all applicable laws, the Nasdaq Rules, the SEC Rules and all other relevant securities regulations applicable to the Company from time to time.

(B)

The Director may be required to work at such location(s) as the Board may from time to time direct and the Director may be required to travel as directed by the Board from time to time.

(C)

The Director shall carry out her duties and exercise her powers jointly with any other director(s) or executive officer(s) as may from time to time be appointed by the Board to act jointly with the Director and the Board shall also at any time require the Director to cease performing any of her duties or exercising any of her powers under this Agreement.

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6.

Remuneration and reimbursement

(A)

Subject to Clause 7(B), the Director shall receive during the continuance of the Appointment a fee of US$1 per annum. Such fee may be increased annually after each year of service at a rate to be determined by the compensation committee of the Company (“Compensation Committee”) and approved by the Board in its absolute discretion.

(B)   The Director shall be reimbursed all reasonable out-of-pocket expenses (including expenses of entertainment, subsistence and traveling) reasonably incurred by her in the discharge of her duties an executive officer or in such positions as may be assigned from time to time at the discretion of the Company in connection with the Business which expenses shall be evidenced in such manner as the Board may require.

(C)   As part of the fee package, the Director may, at the determination by the Compensation Committee and with the approval of the Board, be granted equity awards entitling the Director to subscribe for shares in the Company upon such terms and conditions as are established by the Compensation Committee and the Board.

7.

Termination of the appointment

(A)

Without prejudice to the accrued rights (if any) or remedies of either party under or pursuant to this Agreement :-

(1)

the Director shall be entitled to terminate the Appointment by giving three months' notice in writing to the Company if any money due and payable by the Company to the Director under or pursuant to this Agreement is in arrears and is not paid in full by the Company to the Director within a period of thirty days from any written demand by the Director for the payment thereof;

(2)

the Company shall be entitled to terminate the Appointment without any compensation to the Director :-

(a)

by notice in writing given at any time taking immediate effect if the Director shall have been incapacitated or prevented by reason of ill health, injury or accident from performing her duties hereunder for a period of or periods aggregating 12 weeks in any 12 month period Provided that if at any time during the currency of a notice given pursuant to this sub-paragraph the Director shall provide a medical certificate satisfactory to the Board to the effect that she has fully recovered from her physical and/or mental health and that no recurrence of illness or incapacity can reasonably be anticipated, the Company shall withdraw such notice; or

(b)

by summary notice in writing if the Director shall at any time :-

4

(i)

commit any serious or persistent breach of any of the provisions herein contained (and to the extent that such breach is capable of remedy shall fail to remedy such breach within 30 days after written warning given by the Board);

(ii)

be guilty of any act of dishonesty, grave misconduct or wilful default or neglect in the discharge of her duties hereunder;

(iii)

become bankrupt or have a receiving order made against her or suspend payment of her debts or compound with her creditors generally;

(iv)

become a lunatic or of unsound mind;

(v)

become permanently incapacitated by illness or other like causes so as to prevent the Director from performing her duties and obligations hereunder;

(vi)

become prohibited by law from acting as a director;

(vii)

be guilty of conduct tending to bring herself or any company in the Group into disrepute;

(viii)

be prohibited by law from fulfilling her duties hereunder;

(ix)

be convicted of any criminal offence (other than an offence which in the reasonable opinion of the Board does not affect her position as a director of the Company); or

(x)

be convicted of any offence or be identified as an insider trader under any statutory enactment or regulations relating to insider trading in force from time to time.

(B)

If the Company becomes entitled pursuant to Clause 7(A)(2)(b) above to terminate the Appointment it shall be entitled (but without prejudice to its right subsequently to terminate the Appointment on the same or any other ground) to suspend the Director without payment of the fee described in Clause 6(A) in full or in part for so long as it may think fit.

(C)

If the Director shall have refused or failed to agree to accept without reasonable grounds an appointment offered to her, on terms no less favourable to her than the terms in effect under this Agreement, by a person or company which has either acquired or agreed to acquire the whole or substantially the whole of the undertaking and assets of the Company or which shall own or has agreed to acquire the whole or not less than 90% of the issued share capital of the Company, the Director shall have no claim against the Company by reason of the subsequent voluntary winding up of any company in the Group or the termination of this Agreement by the Company within two months after such refusal or failure to agree.

5

(D)

On the termination of the Appointment howsoever arising the Director shall :-

(1)

forthwith when the termination of the Appointment takes effect resign from office as a director of the Company and all offices held by her in any company in the Group and shall transfer without payment to the Company or as the Company may direct any qualifying shares provided by it or any shares held by the Director as nominee for the Company or any company in the Group and the Director hereby irrevocably appoints the Company to be her attorney and in her name and on her behalf to sign and execute any documents or do any things necessary or requisite to give effect thereto and a certificate in writing signed by any director or by the secretary of the Company for the time being that any instrument or act falls within the authority hereby conferred shall be conclusive evidence that such is the case and any third party shall be entitled to rely on such certificate without further enquiry provided however that such resignation or resignations shall be given and accepted on the footing that it is or they are without prejudice to any claims which the Director may have against any such company or which any such company may have against the Director arising out of this Agreement or of the termination of the Appointment;

(2)

forthwith deliver to the Company all books, documents, papers, materials, credit cards (if any) and other property of or relating to the business of the Group which may then be in her possession or under her power or control and all copies thereof or extracts therefrom made by or on behalf of the Director shall be and remain the property of the Group and shall forthwith be delivered up to the Company; and

(3)

not at any time thereafter represent herself to be connected with any member of the Group.

(E)

Save as expressly provided herein, neither party may terminate this Agreement.

(F)

The Appointment of the Director under this Agreement shall terminate automatically in the event of her ceasing to be a director of the Company for whatever reason whether by reason of her not being re-elected as a director of the Company at any general meeting or by virtue of a resolution passed by the members of the Company in general meeting to remove her as a director or otherwise but if such termination shall be caused by any act or omission of either party which constitutes a breach of this Agreement, such termination shall be without prejudice to any claim for damages in respect of such breach.

(G)

Termination for whatever reason shall not relieve the parties of their obligations and liabilities arising or accrued prior to the termination of the Appointment or of obligations and liabilities which expressly or by necessary implication continue after termination of the Appointment.

6

8.

Restrictions on the Director

(A)

During the Appointment the Director shall not, and shall procure that none of her Affiliates shall, be directly or indirectly, engaged in or concerned with or interested in any business which is in any respect in competition with or similar to the Business provided that this shall not prohibit the holding (directly or through nominees) of investments listed on any stock exchange as long as not more than 5 per cent. of the issued shares or stock of any class of any one company shall be so held save that this restriction shall not apply to any holding of shares or stock of the Company.

(B)

The Director shall not (except in the proper course of her duties), and shall procure that none of her Affiliates shall, either during or after the termination of the Appointment without limit in point of time except authorised by the Board or required by her duties hereunder :-

(1)

divulge or communicate to any person except to those of the officials of the Group whose province is to know the same in the proper course of their duties; or

(2)

use, take away, conceal or destroy for her own purpose or for any purpose other than that of the Group or for the advantage of any person other than the Group or to the detriment of the Group; or

(3)

through any failure to exercise all due care and diligence cause any unauthorised disclosure of,

any secret, confidential or private information :-

(a)

relating to the dealings, organisation, business, finance, transactions or any other affairs of the Group or its suppliers, agents, distributors, clients or customers; or

(b)

relating to the working of any process or invention which is carried on or used by any company in the Group or which she may discover or make during the Appointment including anything which by virtue of Clause 9(B) becomes the absolute property of the Group; or

(c)

in respect of which any company within the Group is bound by an obligation of confidence to any third party

but these restrictions shall cease to apply to any information or knowledge which may (otherwise than through the default of the Director or her Affiliates) become available to the public generally without requiring a significant expenditure of labour, skill or money or otherwise required by law or any applicable rules or regulations to be disclosed.

(C)

The Director agrees that, subject to the exception provided under Clause 8(A), for a period of 2 years after the expiry or the termination of the Appointment, the Director shall not, and shall procure that her Affiliates do not :-

7

(1)

engage or be engaged or concerned or interested in the People's Republic of China, whether directly or indirectly, in any business which is in competition with or similar to the Business;

(2)

take up employment with any person, firm, company or organisation engaged in the People's Republic of China, whether directly or indirectly, in or operating any part of the Business (but this restriction shall not operate so as to prohibit an employment none of the duties of which relate to the Business) or assist any such person, firm, company or organisation with technical, commercial or professional advice in relation to the Business;

(3)

either for her own account or for any person, firm, company or organisation solicit or entice away or endeavour to solicit or entice away from any company within the Group any director, manager or employee of any company in the Group whether or not such person would commit any breach of her contract of employment by reason of leaving the service of the relevant company in the Group;

(4)

directly or indirectly employ any person who has at any time during the continuance of the Appointment been a director, manager or employee of or consultant to any company in the Group and who by reason of such employment is or may be likely to be in possession of such information which if that person was the Director would be covered by the confidentiality restrictions of this Clause 8;

(5)

either on her own account or for any person, firm, company or organisation solicit or entice away or endeavour to solicit or entice away any customer, supplier or business from any person, firm, company or organisation which at any time during the continuance of the Appointment has dealt with the Company or any other company in the Group or which on the termination of the Appointment is in the process of negotiating with the Company or any such company in the Group in relation to the Business; and

(6)

either alone or jointly with any other person through or as manager, adviser, consultant, employee or agent for or shareholder in any person, firm, company or organisation use or procure the use in connection with any business any name or any colourable imitation thereof or any name of any member of the Group.

(D)

The Director shall not at any time make any untrue or misleading statement in relation to the Group.

(E)

Since the Director may obtain in the course of the Appointment by reason of services rendered for or offices held in any other company in the Group knowledge of the trade secrets or other confidential information of such company, without prejudice to other provisions herein, the Director hereby undertakes that she will at the request and cost of the Company or such other company enter into a direct agreement or undertaking with such company whereby she will accept restrictions corresponding to the restrictions herein contained (or such of them as may be

8

appropriate in the circumstances) in relation to such trade secrets or other confidential information and for such period as such company may reasonably require for the protection of its legitimate interests.

(F)

All notes, memoranda, records, writings and material made by the Director in relation to the Business or concerning any of its dealings or affairs or the dealings or affairs of any clients or customers of the Group shall be and shall remain the property of any Group and shall be handed over by her to the Company (or to such other company in the Group as the case may require) from time to time on demand and in any event forthwith upon her leaving the service of the Company and the Director shall not retain any copy thereof.

(G)

The covenants in each paragraph of sub-clause (C) are independent of each other and are not to be construed restrictively by reference to one another.

(H)

While the restrictions contained in this Clause are considered by the parties to be reasonable in all the circumstances it is recognised that restrictions of the nature in question may fail for technical reasons unforeseen and accordingly it is hereby agreed and declared that if any such restrictions, either together or individually, shall be adjudged to be void as going beyond what is reasonable in all the circumstances for the protection of the interests of the Company and/or the Group or for any other reason whatsoever but would be valid if part of the wording thereof were deleted or the periods (if any) thereof were reduced the said restriction shall apply with such modifications as may be necessary to make it valid and effective.

9.

Inventions and other industrial or intellectual property

(A)

The parties foresee that the Director may make inventions or create other industrial or intellectual property in the course of her duties hereunder and agree that in this respect the Director has a special responsibility to further the interests of the Group.

(B)

Any concept, idea, invention, improvement, design, plan, drawing or specification made or process or information discovered or copyright work or trade mark or trade name or get-up relating to the Business discovered, created, developed or otherwise acquired by the Director or communicated to the Director by any other employee of the Company or any member of the Group during the continuance of the Appointment (whether capable of being patented or registered or not and whether or not discovered, created, developed or otherwise acquired in the course of her Appointment) in conjunction with or in any way affecting or relating to the Business or capable of being used or adapted for use therein or in connection therewith shall (unless such concept, idea, invention, improvement, design, plan, drawing or specification was made or process or information discovered or copyright work or trade name or get-up were in existence prior to the commencement of a similar business by any company in the Group) forthwith be disclosed in writing to the Company and shall belong to and be the absolute property of the Company or such company in the Group as the Company may direct without any compensation to the Director.

9

(C)

The Director shall subject to Clause 9(B) above, if and whenever required so to do by the Company at the expense of a company in the Group as part of her duties hereunder apply or join with such company in applying for, obtaining and/or renewing letters patent or other protection or registration for any such concept, idea, invention, improvement, design, plan, drawing or specification, process, information work, trade mark, trade name or get-up relating to the Business in such countries as the Board may direct as aforesaid which belongs to such company and shall at the expense of such company execute and do all instruments and things necessary for vesting the said letters patent or other protection or registration when obtained and all right title, and interest to and in the same in such company absolutely and as sole beneficial owner or in such other person as the Company may specify and such company or person shall not be liable to the Director for any revenue or profit derived or resulting from such concept, idea, invention, improvement, design, plan, drawing, specification, process, information work, trade mark, trade name or get-up.

(D)

The Director hereby irrevocably appoints the Company to be her Attorney in her name and on her behalf to execute and do any such instrument or thing and generally to use her name for the purpose of giving to the Company the full benefit of this Clause and a certificate in writing signed by any director or by the secretary for the time being of the Company that any instrument or act falls within the authority hereby conferred shall be conclusive evidence that such is the case and any third party shall be entitled to rely on such certificate without further enquiry.

10.

Holidays

The Director shall (in addition to normal public holidays and sick leave) be entitled to 21 working days paid holidays in each year during the continuance of the Appointment to be taken at such time or times as the Board may approve.

11.

Waiver

(A)

Time is of the essence of this Agreement but no failure or delay on the part of either party to exercise any power, right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by either party of any power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy by that party.

(B)

The remedies provided herein are cumulative and are not exclusive of any remedies provided by law.

12.

Former service agreements

(A)

This Agreement constitutes the entire agreement between the parties hereto in relation to the subject matter hereof and shall be in substitution for and supersedes

10

all and any previous service agreements entered into between any company in the Group and the Director and for any terms of employment previously in force between any such company and the Director, whether or not on a legal or formal basis.

(B)

The Director hereby acknowledges that she has no claim of any kind against any company in the Group and without prejudice to the generality of the foregoing she further acknowledges that she has no claim for damages against any company in the Group for the termination of any previous service agreements for the purpose of entering into this Agreement.

13.

Notices

(A)

All notices, requests, demands, consents or other communications to or upon the parties under or pursuant to this Agreement shall be in writing addressed to the relevant party at such party's address set out below (or at such other address as such party may hereafter specify to the other party) and shall be deemed to have been duly given or made :-

(i)

in the case of a communication by letter 5 days (if overseas) or 2 days (if local) after despatch or, if such letter is delivered by hand, on the day of delivery; or

(ii)

in the case of a communication by telex or facsimile, when sent provided that the transmission is confirmed by the answer back of the recipient (in the case of telex) or by a transmission report (in the case of facsimile).

The Company's address:

Room 2205, West Tower,

Shun Tak Centre,

200 Connaught Road C.,

Hong Kong

Facsimile Number: 852-28106963

The Director's address:

Flat D, 2/F., Block 5,

Site 9 Whampoa Garden,

Hunghom, Kowloon,

Hong Kong

Facsimile Number: 852-28106963

14.

Assignability

This Agreement shall be binding upon and enure to the benefit of each party hereto and its successors and assigns and personal representatives (as the case may be), provided always that the Director shall not assign her obligations and liabilities under this Agreement.

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15.

Relationship

None of the provisions of this Agreement shall be deemed to constitute a partnership or joint venture between the parties hereto for any purpose.

16.

Amendment

This Agreement may not be amended, supplemented or modified except by a written agreement or instrument signed by or on behalf of the parties hereto.

17.

Severability

Any provision of this Agreement prohibited by or unlawful or unenforceable under any applicable law actually applied by any court of competent jurisdiction shall, to the extent required by such law, be severed from this Agreement and rendered ineffective so far as is possible without modifying the remaining provisions of this Agreement.  Where, however, the provisions of any such applicable law may be waived, they are hereby waived by the parties hereto to the full extent permitted by such law to the end that this Agreement shall be a valid and binding agreement enforceable in accordance with its terms.

18.

Law and jurisdiction

This Agreement shall be governed by and construed in all respects in accordance with the laws of British Virgin Islands and the parties hereby submit to the non-exclusive jurisdiction of the courts of British Virgin Islands.

19. Indemnification

The Company hereby indemnifies and holds the Director harmless from and against all expenses including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings in which the Director (a) is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal or administrative or investigative, by reason of the fact that the Director is or was a director or officer of the Company and/or (b) is or was, at the request of the Company, serving as a director or officer or in any other capacity is or was acting for another company, partnership, joint venture, trust or other enterprise, including a subsidiary or affiliate of the Company; provided that, (y) in the view of the Board of Directors (which in the absence of fraud or a question of law shall be sufficient) the Director acted honestly and in good faith with a view to the best interests of the Company, and in the case of criminal proceedings, the Director had no reasonable cause to believe that her conduct was unlawful and (z) the termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the Director did not act honestly and in good faith with a view to the best interests of the Company, or that the Director had reasonable cause to believe that her conduct was unlawful.

12

IN WITNESS whereof this Agreement has been duly executed the day and year first above written.

SIGNED by Li Feilie

)

for and on behalf of

)

CHINA NATURAL RESOURCES, INC.

)

in the presence of :-

)

Yue Ming Wai Bonaventure

)

SIGNED SEALED AND

)

DELIVERED by Ma Sin Ling

)

in the presence of :-

)

Wong Wah On Edward

)

13

EXHIBIT 99.3

Dated the 22 ^nd day of January, 2014

China Natural Resources, Inc.

and

Woo Ming Yee

SERVICE AGREEMENT

THIS AGREEMENT is made on the 22 ^nd day of January, 2014.

BETWEEN :-

(1)

China Natural Resources, Inc. , a company incorporated in the British Virgin Islands with its registered office at Sea Meadow House, Blackburne Highway, P.O. Box 116, Road Town, Tortola, British Virgin Islands (the "Company"); and

(2)

Woo Ming Yee (the "Director").

BY WHICH IT IS AGREED as follows :-

1.

Purpose and interpretation

(A)

This Agreement sets out the terms and conditions upon and subject to which the Company agrees to employ the Director and the Director agrees to serve the Company as an executive director by providing to Company with the services hereinafter described.

(B)

In this Agreement, unless the context otherwise requires :-

(1)

the following words and expressions bear the following meanings:-

"Appointment"

the appointment of the Director as an executive director of the Company pursuant to by Clause 2;

"Affiliate"

"affiliate" as defined in the SEC Rules;

"Board"

the board of directors for the time being of the Company or the directors present at any meeting of the Board duly convened and held and includes a duly authorised committee thereof;

"Business"

the business carried on from time to time by the Group or by any of the companies within the Group;

"Group"

the Company and its subsidiaries from time to time;

"Hong Kong"

the Hong Kong Special Administrative Region of the People's Republic of China;

"Nasdaq Rules"

the rules and regulations established by Nasdaq Capital Market applicable to foreign private issuer;

"SEC rules"

the United States securities laws and the Securities and Exchange Commission rules and regulations; and

1

"US$"

United States dollars.

(2)

References to Clauses are references to the clauses of this Agreement.

(3)

Words importing one gender include all genders.

(4)

Words importing persons include individuals, firms, companies, corporations and unincorporated bodies of persons and vice versa.

(5)

Words importing the singular include the plural and vice versa.

(6)

The headings in this Agreement are for convenience only and do not affect the interpretation hereof.

2.

Appointment and duties

The Company shall employ the Director and the Director shall serve the Company as an executive director or in such positions as may be assigned to the Director from time to time at the discretion of the Board subject to and upon the terms hereinafter set out.

3.

Director's basic obligation

The Director hereby undertakes with the Company during the continuance of this Agreement to use her best endeavours to carry out her duties hereunder and to protect and promote the interests of the Group.

4.

Duration of the appointment

Subject to Clause 7, the Appointment shall be for a term of one year commencing on 22 ^nd January 2014 and shall continue thereafter unless and until terminated by either the Company or the Director giving to the other not less than one month notice in writing to determine the same.

5.

Director's services

(A)

Without prejudice to the generality of Clause 3, the Director shall during her Appointment under this Agreement :-

(1)

devote her knowledge, skill, expertise, attention and time both during normal business hours and at such other times as are necessary for the proper and efficient conduct of the Business (subject to appropriate holidays and vacations as herein provided) and for the proper discharge of duties of her office an executive officer or in such positions as may be assigned to the Director from time to time at the discretion of the Board;

(2)

faithfully and diligently perform such duties and exercise such powers as are consistent with her office in relation to the Company and/or the Group;

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(3)

in the discharge of such duties and in the exercise of such powers observe and comply with all reasonable and lawful resolutions, regulations and directions from time to time made or given by the Board in connection with the conduct of the Business according to the best of his skills and ability;

(4)

in pursuance of her duties hereunder perform such services for the Group and (without further remuneration unless otherwise agreed) accept such offices in the Group as the Board may from time to time reasonably require provided the same are consistent with her office;

(5)

at all times keep the Board promptly and fully informed (in writing if so requested) in connection with the performance of her powers and duties and in connection with the Business or affairs of the Group;

(6)

perform the duties and exercise the powers in her capacity as an executive officer of the Company or in such positions which the Board may from time to time properly assign to her in connection with the Business subject to such resolutions, regulations or directions as to the scope of her duties or authority or manner of carrying out the same as may be made or given by the Board from time to time;

(7)

comply with (a) every rule of law applicable to any member of the Group whether in British Virgin Islands, the People's Republic of China or elsewhere; (b) the SEC Rules; (c) every regulation of the Company from time to time in force (including but not limiting to the memorandum and articles of association); (d) the Nasdaq Rules (f) all other relevant securities regulations from time to time in force, in relation to dealings in shares or other securities of the Company or any other member of the Group, and in relation to the discharge of her functions and duties as a director of the Company;

(8)

serve as a member of the Company’s Board of Directors to the extent duly nominated and elected or appointed, without additional compensation; and

(9)

act in accordance with her powers and obligations as an executive officer or in such positions as may be assigned to the Director from time to time at the discretion of the Company and use her best endeavours to cause the Company to comply with all applicable laws, the Nasdaq Rules, the SEC Rules and all other relevant securities regulations applicable to the Company from time to time.

(B)

The Director may be required to work at such location(s) as the Board may from time to time direct and the Director may be required to travel as directed by the Board from time to time.

(C)

The Director shall carry out her duties and exercise her powers jointly with any other director(s) or executive officer(s) as may from time to time be appointed by the Board to act jointly with the Director and the Board shall also at any time require the Director to cease performing any of her duties or exercising any of her powers under this Agreement.

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6.

Remuneration and reimbursement

(A)

Subject to Clause 7(B), the Director shall receive during the continuance of the Appointment a fee of US$1 per annum. Such fee may be increased annually after each year of service at a rate to be determined by the compensation committee of the Company (“Compensation Committee”) and approved by the Board in its absolute discretion.

(B)

The Director shall be reimbursed all reasonable out-of-pocket expenses (including expenses of entertainment, subsistence and traveling) reasonably incurred by her in the discharge of her duties an executive officer or in such positions as may be assigned from time to time at the discretion of the Company in connection with the Business which expenses shall be evidenced in such manner as the Board may require.

(C)

As part of the fee package, the Director may, at the determination by the Compensation Committee and with the approval of the Board, be granted equity awards entitling the Director to subscribe for shares in the Company upon such terms and conditions as are established by the Compensation Committee and the Board.

7.

Termination of the appointment

(A)

Without prejudice to the accrued rights (if any) or remedies of either party under or pursuant to this Agreement :-

(1)

the Director shall be entitled to terminate the Appointment by giving three months' notice in writing to the Company if any money due and payable by the Company to the Director under or pursuant to this Agreement is in arrears and is not paid in full by the Company to the Director within a period of thirty days from any written demand by the Director for the payment thereof;

(2)

the Company shall be entitled to terminate the Appointment without any compensation to the Director :-

(a)

by notice in writing given at any time taking immediate effect if the Director shall have been incapacitated or prevented by reason of ill health, injury or accident from performing her duties hereunder for a period of or periods aggregating 12 weeks in any 12 month period Provided that if at any time during the currency of a notice given pursuant to this sub-paragraph the Director shall provide a medical certificate satisfactory to the Board to the effect that she has fully recovered from her physical and/or mental health and that no recurrence of illness or incapacity can reasonably be anticipated, the Company shall withdraw such notice; or

(b)

by summary notice in writing if the Director shall at any time :-

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(i)

commit any serious or persistent breach of any of the provisions herein contained (and to the extent that such breach is capable of remedy shall fail to remedy such breach within 30 days after written warning given by the Board);

(ii)

be guilty of any act of dishonesty, grave misconduct or wilful default or neglect in the discharge of her duties hereunder;

(iii)

become bankrupt or have a receiving order made against her or suspend payment of her debts or compound with her creditors generally;

(iv)

become a lunatic or of unsound mind;

(v)

become permanently incapacitated by illness or other like causes so as to prevent the Director from performing her duties and obligations hereunder;

(vi)

become prohibited by law from acting as a director;

(vii)

be guilty of conduct tending to bring herself or any company in the Group into disrepute;

(viii)

be prohibited by law from fulfilling her duties hereunder;

(ix)

be convicted of any criminal offence (other than an offence which in the reasonable opinion of the Board does not affect her position as a director of the Company); or

(x)

be convicted of any offence or be identified as an insider trader under any statutory enactment or regulations relating to insider trading in force from time to time.

(B)

If the Company becomes entitled pursuant to Clause 7(A)(2)(b) above to terminate the Appointment it shall be entitled (but without prejudice to its right subsequently to terminate the Appointment on the same or any other ground) to suspend the Director without payment of the fee described in Clause 6(A) in full or in part for so long as it may think fit.

(C)

If the Director shall have refused or failed to agree to accept without reasonable grounds an appointment offered to her, on terms no less favourable to her than the terms in effect under this Agreement, by a person or company which has either acquired or agreed to acquire the whole or substantially the whole of the undertaking and assets of the Company or which shall own or has agreed to acquire the whole or not less than 90% of the issued share capital of the Company, the Director shall have no claim against the Company by reason of the subsequent voluntary winding up of any company in the Group or the termination of this Agreement by the Company within two months after such refusal or failure to agree.

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(D)

On the termination of the Appointment howsoever arising the Director shall :-

(1)

forthwith when the termination of the Appointment takes effect resign from office as a director of the Company and all offices held by her in any company in the Group and shall transfer without payment to the Company or as the Company may direct any qualifying shares provided by it or any shares held by the Director as nominee for the Company or any company in the Group and the Director hereby irrevocably appoints the Company to be her attorney and in her name and on her behalf to sign and execute any documents or do any things necessary or requisite to give effect thereto and a certificate in writing signed by any director or by the secretary of the Company for the time being that any instrument or act falls within the authority hereby conferred shall be conclusive evidence that such is the case and any third party shall be entitled to rely on such certificate without further enquiry provided however that such resignation or resignations shall be given and accepted on the footing that it is or they are without prejudice to any claims which the Director may have against any such company or which any such company may have against the Director arising out of this Agreement or of the termination of the Appointment;

(2)

forthwith deliver to the Company all books, documents, papers, materials, credit cards (if any) and other property of or relating to the business of the Group which may then be in her possession or under her power or control and all copies thereof or extracts therefrom made by or on behalf of the Director shall be and remain the property of the Group and shall forthwith be delivered up to the Company; and

(3)

not at any time thereafter represent herself to be connected with any member of the Group.

(E)

Save as expressly provided herein, neither party may terminate this Agreement.

(F)

The Appointment of the Director under this Agreement shall terminate automatically in the event of her ceasing to be a director of the Company for whatever reason whether by reason of her not being re-elected as a director of the Company at any general meeting or by virtue of a resolution passed by the members of the Company in general meeting to remove her as a director or otherwise but if such termination shall be caused by any act or omission of either party which constitutes a breach of this Agreement, such termination shall be without prejudice to any claim for damages in respect of such breach.

(G)

Termination for whatever reason shall not relieve the parties of their obligations and liabilities arising or accrued prior to the termination of the Appointment or of obligations and liabilities which expressly or by necessary implication continue after termination of the Appointment.

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8.

Restrictions on the Director

(A)

During the Appointment the Director shall not, and shall procure that none of her Affiliates shall, be directly or indirectly, engaged in or concerned with or interested in any business which is in any respect in competition with or similar to the Business provided that this shall not prohibit the holding (directly or through nominees) of investments listed on any stock exchange as long as not more than 5 per cent. of the issued shares or stock of any class of any one company shall be so held save that this restriction shall not apply to any holding of shares or stock of the Company.

(B)

The Director shall not (except in the proper course of her duties), and shall procure that none of her Affiliates shall, either during or after the termination of the Appointment without limit in point of time except authorised by the Board or required by her duties hereunder :-

(1)

divulge or communicate to any person except to those of the officials of the Group whose province is to know the same in the proper course of their duties; or

(2)

use, take away, conceal or destroy for her own purpose or for any purpose other than that of the Group or for the advantage of any person other than the Group or to the detriment of the Group; or

(3)

through any failure to exercise all due care and diligence cause any unauthorised disclosure of,

any secret, confidential or private information :-

(a)

relating to the dealings, organisation, business, finance, transactions or any other affairs of the Group or its suppliers, agents, distributors, clients or customers; or

(b)

relating to the working of any process or invention which is carried on or used by any company in the Group or which she may discover or make during the Appointment including anything which by virtue of Clause 9(B) becomes the absolute property of the Group; or

(c)

in respect of which any company within the Group is bound by an obligation of confidence to any third party

but these restrictions shall cease to apply to any information or knowledge which may (otherwise than through the default of the Director or her Affiliates) become available to the public generally without requiring a significant expenditure of labour, skill or money or otherwise required by law or any applicable rules or regulations to be disclosed.

(C)

The Director agrees that, subject to the exception provided under Clause 8(A), for a period of 2 years after the expiry or the termination of the Appointment, the Director shall not, and shall procure that her Affiliates do not :-

7

(1)

engage or be engaged or concerned or interested in the People's Republic of China, whether directly or indirectly, in any business which is in competition with or similar to the Business;

(2)

take up employment with any person, firm, company or organisation engaged in the People's Republic of China, whether directly or indirectly, in or operating any part of the Business (but this restriction shall not operate so as to prohibit an employment none of the duties of which relate to the Business) or assist any such person, firm, company or organisation with technical, commercial or professional advice in relation to the Business;

(3)

either for her own account or for any person, firm, company or organisation solicit or entice away or endeavour to solicit or entice away from any company within the Group any director, manager or employee of any company in the Group whether or not such person would commit any breach of her contract of employment by reason of leaving the service of the relevant company in the Group;

(4)

directly or indirectly employ any person who has at any time during the continuance of the Appointment been a director, manager or employee of or consultant to any company in the Group and who by reason of such employment is or may be likely to be in possession of such information which if that person was the Director would be covered by the confidentiality restrictions of this Clause 8;

(5)

either on her own account or for any person, firm, company or organisation solicit or entice away or endeavour to solicit or entice away any customer, supplier or business from any person, firm, company or organisation which at any time during the continuance of the Appointment has dealt with the Company or any other company in the Group or which on the termination of the Appointment is in the process of negotiating with the Company or any such company in the Group in relation to the Business; and

(6)

either alone or jointly with any other person through or as manager, adviser, consultant, employee or agent for or shareholder in any person, firm, company or organisation use or procure the use in connection with any business any name or any colourable imitation thereof or any name of any member of the Group.

(D)

The Director shall not at any time make any untrue or misleading statement in relation to the Group.

(E)

Since the Director may obtain in the course of the Appointment by reason of services rendered for or offices held in any other company in the Group knowledge of the trade secrets or other confidential information of such company, without prejudice to other provisions herein, the Director hereby undertakes that she will at the request and cost of the Company or such other company enter into a direct agreement or undertaking with such company whereby she will accept restrictions corresponding to the restrictions herein contained (or such of them as may be

8

appropriate in the circumstances) in relation to such trade secrets or other confidential information and for such period as such company may reasonably require for the protection of its legitimate interests.

(F)

All notes, memoranda, records, writings and material made by the Director in relation to the Business or concerning any of its dealings or affairs or the dealings or affairs of any clients or customers of the Group shall be and shall remain the property of any Group and shall be handed over by her to the Company (or to such other company in the Group as the case may require) from time to time on demand and in any event forthwith upon her leaving the service of the Company and the Director shall not retain any copy thereof.

(G)

The covenants in each paragraph of sub-clause (C) are independent of each other and are not to be construed restrictively by reference to one another.

(H)

While the restrictions contained in this Clause are considered by the parties to be reasonable in all the circumstances it is recognised that restrictions of the nature in question may fail for technical reasons unforeseen and accordingly it is hereby agreed and declared that if any such restrictions, either together or individually, shall be adjudged to be void as going beyond what is reasonable in all the circumstances for the protection of the interests of the Company and/or the Group or for any other reason whatsoever but would be valid if part of the wording thereof were deleted or the periods (if any) thereof were reduced the said restriction shall apply with such modifications as may be necessary to make it valid and effective.

9.

Inventions and other industrial or intellectual property

(A)

The parties foresee that the Director may make inventions or create other industrial or intellectual property in the course of her duties hereunder and agree that in this respect the Director has a special responsibility to further the interests of the Group.

(B)

Any concept, idea, invention, improvement, design, plan, drawing or specification made or process or information discovered or copyright work or trade mark or trade name or get-up relating to the Business discovered, created, developed or otherwise acquired by the Director or communicated to the Director by any other employee of the Company or any member of the Group during the continuance of the Appointment (whether capable of being patented or registered or not and whether or not discovered, created, developed or otherwise acquired in the course of her Appointment) in conjunction with or in any way affecting or relating to the Business or capable of being used or adapted for use therein or in connection therewith shall (unless such concept, idea, invention, improvement, design, plan, drawing or specification was made or process or information discovered or copyright work or trade name or get-up were in existence prior to the commencement of a similar business by any company in the Group) forthwith be disclosed in writing to the Company and shall belong to and be the absolute property of the Company or such company in the Group as the Company may direct without any compensation to the Director.

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(C)

The Director shall subject to Clause 9(B) above, if and whenever required so to do by the Company at the expense of a company in the Group as part of her duties hereunder apply or join with such company in applying for, obtaining and/or renewing letters patent or other protection or registration for any such concept, idea, invention, improvement, design, plan, drawing or specification, process, information work, trade mark, trade name or get-up relating to the Business in such countries as the Board may direct as aforesaid which belongs to such company and shall at the expense of such company execute and do all instruments and things necessary for vesting the said letters patent or other protection or registration when obtained and all right title, and interest to and in the same in such company absolutely and as sole beneficial owner or in such other person as the Company may specify and such company or person shall not be liable to the Director for any revenue or profit derived or resulting from such concept, idea, invention, improvement, design, plan, drawing, specification, process, information work, trade mark, trade name or get-up.

(D)

The Director hereby irrevocably appoints the Company to be her Attorney in her name and on her behalf to execute and do any such instrument or thing and generally to use her name for the purpose of giving to the Company the full benefit of this Clause and a certificate in writing signed by any director or by the secretary for the time being of the Company that any instrument or act falls within the authority hereby conferred shall be conclusive evidence that such is the case and any third party shall be entitled to rely on such certificate without further enquiry.

10.

Holidays

The Director shall (in addition to normal public holidays and sick leave) be entitled to 21 working days paid holidays in each year during the continuance of the Appointment to be taken at such time or times as the Board may approve.

11.

Waiver

(A)

Time is of the essence of this Agreement but no failure or delay on the part of either party to exercise any power, right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by either party of any power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy by that party.

(B)

The remedies provided herein are cumulative and are not exclusive of any remedies provided by law.

12.

Former service agreements

(A)

This Agreement constitutes the entire agreement between the parties hereto in relation to the subject matter hereof and shall be in substitution for and supersedes all and any previous service agreements entered into between any company in the

10

Group and the Director and for any terms of employment previously in force between any such company and the Director, whether or not on a legal or formal basis.

(B)

The Director hereby acknowledges that she has no claim of any kind against any company in the Group and without prejudice to the generality of the foregoing she further acknowledges that she has no claim for damages against any company in the Group for the termination of any previous service agreements for the purpose of entering into this Agreement.

13.

Notices

(A)

All notices, requests, demands, consents or other communications to or upon the parties under or pursuant to this Agreement shall be in writing addressed to the relevant party at such party's address set out below (or at such other address as such party may hereafter specify to the other party) and shall be deemed to have been duly given or made :-

(i)

in the case of a communication by letter 5 days (if overseas) or 2 days (if local) after despatch or, if such letter is delivered by hand, on the day of delivery; or

(ii)

in the case of a communication by telex or facsimile, when sent provided that the transmission is confirmed by the answer back of the recipient (in the case of telex) or by a transmission report (in the case of facsimile).

The Company's address:

Room 2205, West Tower,

Shun Tak Centre,

200 Connaught Road C.,

Hong Kong

Facsimile Number: 852-28106963

The Director's address:

Flat 21A, Butler Towers,

1-5 Boyce Road, Jardine’s Lookout,

Hong Kong

Facsimile Number: 852-25767609

14.

Assignability

This Agreement shall be binding upon and enure to the benefit of each party hereto and its successors and assigns and personal representatives (as the case may be), provided always that the Director shall not assign her obligations and liabilities under this Agreement.

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15.

Relationship

None of the provisions of this Agreement shall be deemed to constitute a partnership or joint venture between the parties hereto for any purpose.

16.

Amendment

This Agreement may not be amended, supplemented or modified except by a written agreement or instrument signed by or on behalf of the parties hereto.

17.

Severability

Any provision of this Agreement prohibited by or unlawful or unenforceable under any applicable law actually applied by any court of competent jurisdiction shall, to the extent required by such law, be severed from this Agreement and rendered ineffective so far as is possible without modifying the remaining provisions of this Agreement.  Where, however, the provisions of any such applicable law may be waived, they are hereby waived by the parties hereto to the full extent permitted by such law to the end that this Agreement shall be a valid and binding agreement enforceable in accordance with its terms.

18.

Law and jurisdiction

This Agreement shall be governed by and construed in all respects in accordance with the laws of British Virgin Islands and the parties hereby submit to the non-exclusive jurisdiction of the courts of British Virgin Islands.

19. Indemnification

The Company hereby indemnifies and holds the Director harmless from and against all expenses including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings in which the Director (a) is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal or administrative or investigative, by reason of the fact that the Director is or was a director or officer of the Company and/or (b) is or was, at the request of the Company, serving as a director or officer or in any other capacity is or was acting for another company, partnership, joint venture, trust or other enterprise, including a subsidiary or affiliate of the Company; provided that, (y) in the view of the Board of Directors (which in the absence of fraud or a question of law shall be sufficient) the Director acted honestly and in good faith with a view to the best interests of the Company, and in the case of criminal proceedings, the Director had no reasonable cause to believe that her conduct was unlawful and (z) the termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the Director did not act honestly and in good faith with a view to the best interests of the Company, or that the Director had reasonable cause to believe that her conduct was unlawful.

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IN WITNESS whereof this Agreement has been duly executed the day and year first above written.

SIGNED by Li Feilie

)

for and on behalf of

)

CHINA NATURAL RESOURCES, INC.

)

in the presence of :-

)

Yue Ming Wai Bonaventure

)

SIGNED SEALED AND

)

DELIVERED by Woo Ming Yee

)

in the presence of :-

)

Wong Wah On Edward

)

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