Exhibit 4.1

THIS AGREEMENT is made on 27 July 2021

BETWEEN:

1.

CHINA NATURAL RESOURCES, INC., a company incorporated in the British Virgin Islands with limited liability and listed on The Nasdaq Capital Market under the symbol “CHNR”, and whose registered office is at Sea Meadow House, Blackborne Highway, PO Box 116, Road Town, Tortola, British Virgin Islands (“Purchaser”); and

2.

LI FEILIE, an individual ordinarily residing in the People’s Republic of China with a correspondence address at [  ] (“Vendor”).

RECITALS:

(A)

The Company is incorporated in Hong Kong with limited liability whose entire issued share capital as at the date of this Agreement is owned by the Vendor and is comprised of 10,000 ordinary shares paid up as to HK$10,000.

(B)

As at the date of this Agreement, the Company, via Shenzhen New Precise Space-Time Technology, which in turn via Shenzhen Qianhai, owns 51% of the equity interests in Shanghai Onway, which is principally engaged in the provision of equipment in rural wastewater treatment and provision of engineering, procurement and construction activities in relation to wastewater treatment in the PRC.  The corporate structure and details of the Company and its subsidiaries are set out in Schedule 1.

(C)

The Vendor wishes to sell his entire shareholding in the Company to the Purchaser and has taken steps to procure the release of all Encumbrances on the 51% equity interests in Shanghai Onway, and in this regard, the Vendor has produced to the Purchaser a certificate dated 13 July 2021 with registration number (股質登記注字[302020]第0091號) issued by the following authority in Shanghai, PRC: (上海市市場監督管理局), as evidence that the 51% equity interests in Shanghai Onway is free of all Encumbrances.

(D)

The Purchaser is the legal and beneficial owner of 120,000,000 shares in the issued share capital of Feishang Anthracite, representing approximately 8.69% of the issued share capital of Feishang Anthracite as at the date of this Agreement.

(E)

The Purchaser wishes to buy the Company at the Total Consideration, to be satisfied by:

(1)

the Consideration FS Shares;

(2)

the Consideration CHNR Shares; and

(3)

the Cash Portion.  

(F)

The Vendor has agreed to sell, and the Purchaser has agreed to buy, the Sale Shares (as defined below) upon the terms and conditions of this Agreement.

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NOW IT IS HEREBY AGREED as follows:-

1.

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3

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1.2

In this Agreement:-

1.2.1

references to “Clauses”, “Recitals” and “Schedules”, unless the context otherwise requires, are references to clauses, recitals and schedules to this Agreement; and

1.2.2

a reference to a “party”, unless the context otherwise requires, is a reference to a party to this Agreement.

1.3

Headings in this Agreement are for ease of reference only and shall not affect the interpretation or construction of this Agreement.

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2.

SALE AND PURCHASE OF THE SALE SHARES AND THE SALE LOAN

2.1

Subject to the terms and conditions of this Agreement, the Vendor agrees to sell as beneficial owner, and the Purchaser agrees to purchase, the Sale Shares and each right attaching to such shares at or after the Completion Date, free of all Encumbrances.

2.2

Subject to the terms and conditions of this Agreement and the Loan Assignment, the Vendor hereby agrees to assign the Sale Loan to the Purchaser, and the Purchaser hereby agrees to accept the assignment of all the Vendor’s title, right, benefit and interest to, of and in the Sale Loan absolutely free from all Encumbrances with effect from the Completion Date.

3.

CONSIDERATION

3.1

The aggregate consideration payable for the Sale Shares and the Sale Loan (“Total Consideration”) shall be CNY104,074,735.

3.2

The Total Consideration shall, upon Completion, be payable by the Purchaser to the Vendor and to be satisfied:

3.2.1

by the Consideration Feishang Shares;

3.2.2

by the Consideration CHNR Shares; and

3.2.3

as to the balance in the sum of CNY10,296,247 by Cash (“Cash Portion”).

4.

CONDITIONS PRECEDENT

4.1

Completion of this Agreement is conditional upon:

4.1.1

the passing of the necessary resolutions by the Purchaser approving this Agreement and all other transactions contemplated hereunder and the granting of such regulatory approvals as may be necessary, including without limitation in accordance with the Listing Rules and other Applicable Laws;

4.1.2

the representation, warranties and/or undertakings given by the Vendor under this Agreement shall remain true, accurate and not misleading throughout the period from the date of this Agreement to the Completion Date, and there having been no breach by any party of this Agreement; and

4.1.3

(if required) all requisite waivers, consents and approvals from any relevant governments or regulatory authorities or other relevant third parties in connection with the transactions contemplated by this Agreement required to be obtained on the part of the Purchaser having been obtained.

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4.2

In the event that the conditions set out in Clause 4.1 shall not have been fulfilled (or waived in accordance with the terms of this Agreement) at or before 12:00 noon (Hong Kong time) on the Long Stop Date, this Agreement shall lapse and be of no further effect (save for Clauses 5, 7, 8, 9, 10 and 11) which shall continue to take effect), and no party to this Agreement shall have any liability and obligation to the other parties, save in respect of any antecedent breaches of this Agreement.

5.

COMPLETION

5.1

Subject to fulfilment of all the conditions set out in Clause 4.1 or the effective waiver thereof in accordance with the terms of this Agreement, Completion shall take place at or before 4:00 p.m. (Hong Kong time) on the Completion Date at such place as shall be agreed by the parties hereto when all of the business required under Clause 5 shall be transacted.

5.2

The Vendor shall deliver or cause to be delivered to the Purchaser:

5.2.1

in respect of the Sale Shares, duly executed instrument(s) of transfer and the related sold notes in respect of all such Sale Shares in favour of the Purchaser and/or such nominee(s) as the Purchaser may designate, such waivers or consents (if any) as the Purchaser may require to be signed by the Vendor to enable the Purchaser and/or its nominee(s) to be registered as a holder or holders of the Sale Shares;

5.2.2

the original certificate(s) for the Sale Shares;

5.2.3

contract notes:

(a)

duly executed by (i) the Vendor as transferor and (ii) the Purchaser as transferee in respect of the Sale Shares; and

(b)

duly stamped;

5.2.4

a certificate duly issued by the board of directors of the Company certifying the shareholding structure of the Company and its subsidiaries as at the Completion Date to the satisfaction of the Purchaser; and

5.2.5

the Loan Assignment duly executed by the Vendor and the Company.

5.3

Upon performance of all the obligations of the Vendor contained in Clauses 5.2, the Purchaser shall:

5.3.1

deliver a certified true copy of the board resolutions of the Purchaser (certified as a true and complete copy by a director of the Purchaser) approving this Agreement and authorising one or more person(s) to execute and deliver this Agreement on its behalf (and to affix the common seal thereon, if applicable).

5.3.2

arrange for payment of the Total Consideration to the Vendor as set out under sub-paragraph (1) (Consideration FS Shares) below, under sub-

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paragraph (2) (Consideration CHNR Shares) below, and under sub-paragraph (3) insofar as the Cash Portion is concerned.

(1) Consideration FS Shares:

(a) by delivering the standard transfer form of Feishang Anthracite duly signed or otherwise endorsed in favour of the Vendor (or its nominee) for transferring 120,000,000 shares in Feishang Anthracite (“Consideration FS Shares”) free of all Encumbrances;

(b) by delivering contract notes:

(i)

duly executed by (x) the Purchaser as transferor and (y) the Vendor (or its nominee) as transferee in respect of the Consideration FS Shares; and

(ii)

duly stamped.

(2) Consideration CHNR Shares:

(a) by way of allotment to the Vendor (or its nominee) of 3,000,000 fully paid-up common shares duly issued by the Purchaser (“Consideration CHNR Shares”) with restriction thereon by a legend similar in effect to the following “THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE.  THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR OR QUALIFICATION OF THE SECURITIES UNDER APPLICABLE SECURITIES LAWS OR UNLESS SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.  THE COMPANY SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED PRIOR TO ANY SALE, OFFER FOR SALE, PLEDGE, HYPOTHECATION, TRANSFER OR ASSIGNMENT OF THE SECURITIES.”;

(b)

by means of updating the Purchaser’s register of members to record and give effect to such allotment and issuance of Consideration CHNR Shares and their registration in the name of the Vendor (or its nominee); and

(c) by delivering to the Vendor an undertaking in writing (“Undertaking - CHNR Shares”) certifying that the obligations in sub-paragraph (a) and (b) above have been or shall have been fulfilled for Completion and that the following documents will be

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delivered to the Vendor as post-Completion Obligations as soon as practicable after Completion:

(i)

a certified true copy of the updated register of members of the Purchaser; and

(ii)

where the Vendor requires, share certificate(s) in respect of the Consideration CHNR Shares.

(3) Cash Portion:

if applicable, by delivering a cheque drawn on a licensed bank in Hong Kong in the sum of or equivalent to the Cash Portion and made payable to the Vendor (or to its nominee as directed by the Vendor in writing)

5.4

No party hereto shall be obliged to complete this Agreement or perform any obligations hereunder unless the other party complies fully with the requirements of Clauses 5.2 to 5.3.  Notwithstanding the foregoing, the parties acknowledge that stamping of the contract notes referred to in Clause 5.2.3(b) and in Clause 5.3.2(1)(b)(ii) in respect of one party may, at the sole discretion of the other party, be waived at Completion and designated as a post-Completion Obligation.

5.5

In the event that the Completion cannot take place due to the default of the defaulting party, such defaulting party shall bear all the professional fees, expenses and/or costs in connection with the transactions contemplated under this Agreement incurred by the non-defaulting party and shall settle such fees, expenses and/or costs within 10 Business Days from the date of termination of this Agreement.

6.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

6.1

The Vendor represents and warrants to the Purchaser that it has the legal right, full power, legal capacity and authority, and has obtained all necessary approvals, to enter into this Agreement and any other documents to be executed by such pursuant to or in connection with this Agreement and to exercise its rights and perform its obligations hereunder, and this Agreement and the said documents when signed shall constitute legal, valid and binding obligations on the Vendor and enforceable in accordance with their terms.

6.2

The Vendor represents and warrants to the Purchaser that upon Completion, the Sale Shares sold by the Vendor shall be fully paid up and are legally and beneficially owned by it, and it has the power, authority, legal capacity and has obtained authorisation to sell and transfer the Sale Shares to be sold by it, and that the Sale Shares to be sold by it shall be free of all Encumbrances with all rights attached thereto on the Completion Date.

6.3

If, after the signing of this Agreement and before Completion, any event shall occur or matter shall arise which results or may result in any of the Warranties of the Vendor being untrue, misleading or inaccurate in any respect, the

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Vendor shall immediately notify the Purchaser in writing thereof prior to Completion.

6.4

The total aggregate liability of the Vendor for any claim or claims of breaches under this Agreement (excluding other legal and other costs and expenses) shall not in any event exceed an amount equals to the Total  Consideration.

6.5

No claim may be brought against the Vendor in respect of a breach of any of the Warranties after expiration of a period of 36 months from the Completion Date (“Warranty Expiry Date”) and the Vendor shall not be liable in respect of a breach of any of the Warranties unless it shall have received written notice from the Purchaser prior to the Warranty Expiry Date giving reasonable details of the relevant claim and any such claim shall (if not previously satisfied, settled or withdrawn) be deemed to have been waived or withdrawn at the expiry of a period of six months after the Warranty Expiry Date unless proceedings in respect thereof shall have already been commenced against the Vendor.

6.6

The Purchaser’s rights in respect of each of the Warranties shall survive Completion and continue in full force and effect notwithstanding Completion.

6.7

The Purchaser shall be entitled to claim both before and after Completion that any of the Warranties is or was untrue or misleading or has or had been breached even if the Purchaser discovered or could have discovered on or before Completion that the Warranty in question was untrue, misleading or had been breached and Completion shall not in any way constitute a waiver of any of the Purchaser’s rights.

6.8

The Vendor hereby acknowledges that the Purchaser has relied upon a valuation report dated 26 July 2021 for determining the Total Consideration and which valuation report contains assumptions and other information supplied by the Vendor. The Vendor hereby warrants that all the assumptions in the valuation report and all other matters supplied by it for the purpose of compiling the valuation report will remain true and valid for a period of 24 months after Completion.

6.9

The Vendor hereby undertakes to indemnify and keep indemnified the Purchaser from and against all reasonable claims, liabilities, losses, damages, costs and expenses which the Purchaser may suffer or incur or which may be made against the Vendor either before or after the commencement of and arising out of, or in respect of, any action in connection with:

(a)

the breach of any of the Warranties or any provision of this Agreement by the Vendor;

(b)

the settlement of any claim that any of the Warranties is untrue or misleading or has been breached in any aspects;

(c)

any legal proceedings taken by the Purchaser claiming that any of the Warranties is untrue or misleading or has been breached and in which judgment is given for the Purchaser; and

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(d)

the enforcement of any such settlement or judgment.

6.10

No claim shall lie against the Vendor (under or in relation to the Warranties or any provision of this Agreement) to the extent that such claim is attributable to any voluntary act, omission, transaction, or arrangement carried out directly by the Purchaser or on its behalf or by persons deriving title from the Purchaser after the Completion.

6.11

The Vendor represents and warrants that, in entering into this Agreement it is not in breach or violation of, and has not engaged in any acts, omissions or conduct which may cause it or the Purchaser to be in breach or violation of, any Applicable Laws.

7.

CONFIDENTIALITY AND ANNOUNCEMENT

7.1

For the purpose of this Clause 7 “Confidential Information” means all information received or obtained as a result of entering into or performing, or supplied by or on behalf of a party in the negotiations leading to this Agreement and which relates to:

7.1.1

the Purchaser or Vendor or any of their affiliates;

7.1.2

the provisions this Agreement;

7.1.3

the negotiations relating to this Agreement; or

7.1.4

the subject matter of this Agreement.

7.2

Each party (“Receiving Party”) hereby undertakes to each other party (“Disclosing Party”), both during and after the term or termination of this Agreement, to preserve the confidentiality of, and not directly or indirectly reveal, report, publish, disclose or transfer or use the Confidential Information for its own or any purposes other than for the sole purpose of the transactions or matters contemplated in this Agreement except:

7.2.1

under the circumstances set out in Clause 7.3; or

7.2.2

to the extent otherwise expressly permitted by this Agreement; or

7.2.3

with the prior written consent of the Disclosing Party and the party to whose affairs such Confidential Information relates; or

7.2.4

under the provisions set out in Clause 7.4.

7.3

The circumstances referred to in Clause 7.2.1 above are:

7.3.1

where the Confidential Information, before it is furnished to the Receiving Party, is in the public domain; or

7.3.2

where the Confidential Information, after it is furnished to the Receiving Party, enters the public domain otherwise than as a result of a breach by the Receiving Party of its obligations in this Clause 7; or

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7.3.3

if and to the extent the Receiving Party makes disclosure of the Confidential Information to any person:

(i)

in compliance with any requirement of law;

(ii)

in response to any applicable regulatory authority to which it is subject where such requirement has the force of law; or

(iii)

in order to obtain tax or other clearances or consents from any relevant taxing or regulatory authorities; or

7.3.4

where the Company is required to disclose the Confidential Information or make public announcements in respect of this Agreement as required by the SEHK or the SFC or under the Listing Rules.

7.4

The Receiving Party is allowed to provide the Confidential Information to those of the employees, directors, officers, accountants and attorneys (collectively, the “Related Parties” for the purpose of this Clause 7) of the Receiving Party who need to know the same for the sole purpose of the transactions or matters contemplated in this Agreement and who also have been informed of the confidential nature of the Confidential Information and have been directed to hold such information in strict confidence and to use such information solely for the purposes permitted hereunder.

7.5

The Receiving Party agrees that it will procure its Related Parties who will have access to the Confidential Information at any time (whether during the term or after the termination of this Agreement) to refrain from:

7.5.1

using any Confidential Information for any purposes other than in connection with the transaction or matters contemplated in this Agreement; and

7.5.2

disclosing any Confidential Information to any person other than the Receiving Party and those of the Receiving Party’s Related Parties permitted to have access to Confidential Information as provided above, and any such use or disclosure shall be at all times and in all events on the terms of and in compliance with the restrictions of this Clause 7.

Each party agrees to be responsible for the compliance by its Related Parties under this Clause 7.

7.6

The restrictions contained in this Clause 7 shall continue to apply after the termination of this Agreement without limit in time.

7.7

The damage that a Disclosing Party will suffer in the event that a Receiving Party breaches any covenant or agreement contained in this Clause 7 cannot be compensated by monetary damages alone, and the Receiving Party therefore agrees that the Disclosing Party, in addition to any other remedies or rights which it may have either under this Agreement or otherwise, shall have the right to obtain an injunction against the Receiving Party or any other

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appropriate form of equitable relief from any court of competent jurisdiction, enjoining any such breach.

7.8

Notwithstanding anything to the contrary in this Agreement, each of the parties hereto acknowledges that the other party and/or the Company may disclose any Confidential Information for purposes of compliance with the Listing Rules and relevant laws and regulations which include, but is not limited to, publication of announcement, filing of relevant disclosure of interests forms, and compliance with any applicable requirements of The Nasdaq Capital Market.

8.

GENERAL

8.1

This Agreement shall be binding on and shall enure for the benefit of each party's successors and assigns, but no party may assign any of its rights or obligations hereunder without the prior written consent of the other party.

8.2

Time shall be of the essence of this Agreement.

8.3

The failure to exercise, or any delay in exercising, a right or remedy provided by this Agreement or by law shall not impair or constitute a waiver of such right or remedy or an impairment of or a waiver of any other right or remedy.

8.4

The Vendor will bear all the legal and professional fees, costs and expenses (including those incurred by the Purchaser) incurred in connection with the negotiation and preparation of this Agreement.

8.5

All stamp duty payable in connection with the sale and purchase of the Sale Shares shall be borne by the Vendor and the Purchaser respectively in accordance with its respective portion as vendor and purchaser.

8.6

This Agreement may be signed in any number of counterparts, each of which shall be binding on the party who shall have executed it and which together shall constitute but one agreement.

8.7

This Agreement sets forth the entire agreement and understanding between the parties in relation to the Company and the subject matter of this Agreement and supersedes all previous agreements, letters of intent, correspondence, understandings, agreements and undertakings (if any) between the parties with respect to the Company and the subject matter hereof, whether written or oral.

8.8

All provisions of this Agreement shall so far as they are capable of being performed or observed continue in full force and effect notwithstanding Completion except in respect of those matters then already performed.

8.9

Save as required by law or any relevant stock exchange or pursuant to any applicable listing rules, no press or other announcement shall be made in connection with the subject matter of this Agreement by any party without the prior approval of the other.  

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8.10

The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect or impair the continuation in force of the other provisions of this Agreement.

8.11

Except to the extent required by applicable law or applicable listing rules, or by any regulatory authority or stock exchange, no party shall (and shall procure that none of its directors, employees, independent contractors or subsidiaries shall) at any time disclose to any person (other than professional advisers who are subject to obligations of confidentiality) the terms of this Agreement or any trade secret or other confidential information relating to the Company or the parties, or make any use of such information other than to the extent necessary for the purpose of exercising or performing its rights and obligations under this Agreement.

9.

NOTICES

9.1

Any notice or other communication under or in connection with this Agreement shall be in writing and shall be left at or sent by pre-paid registered airmail or facsimile transmission to the respective addresses set out below or to such other address and/or number as may have been last notified in writing by such party to the other.

To the Purchaser:

Address:

Room 2205, 22/F, West Tower, Shun Tak Centre, 200 Connaught Road Central, Sheung Wan, Hong Kong

Attention:

WONG Wah On Edward

Facsimile:

852-28106963

To the Vendor:

Address:

Room 2205, 22/F, West Tower, Shun Tak Centre, 200 Connaught Road Central, Sheung Wan, Hong Kong

Attention:

LI Feilie

Facsimile:

852-28106963

9.2

A notice delivered personally shall be deemed to be received when delivered and any notice sent by pre-paid recorded delivery post shall be deemed (in the absence of evidence of earlier receipt) to be received two days after posting (six days if sent by airmail) and in proving the time of despatch it shall be sufficient to show that the envelope containing such notice was properly addressed, stamped and posted.  A notice sent by facsimile transmission shall be deemed to have been received when confirmation of successful transmission has been recorded by the sender's facsimile machine.

9.3

The Vendor hereby irrevocably appoints the Company whose principal place of business in Hong Kong is at Room 2205, Shun Tak Centre, 200 Connaught Road Central, Hong Kong as its service agent to receive and acknowledge on

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its behalf service of any notice, writ, summons, order, judgment or communication in relation to this Agreement and further agrees that any such legal process or notice shall be sufficiently served on it if delivered during normal office hours to such agent for service at its address for the time being in Hong Kong.

9.4

The Purchaser hereby irrevocably appoints the Company whose principal place of business in Hong Kong is at Room 2205, Shun Tak Centre, 200 Connaught Road Central, Hong Kong as its service agent to receive and acknowledge on its behalf service of any notice, writ, summons, order, judgment or communication in relation to this Agreement and further agrees that any such legal process or notice shall be sufficiently served on it if delivered during normal office hours to such agent for service at its address for the time being in Hong Kong.

10.

THIRD PARTY RIGHTS

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong) to enforce or to enjoy the benefit of any term of this Agreement.

11.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Hong Kong, and the parties hereby submit to the non-exclusive jurisdiction of the courts of Hong Kong in respect of all matters arising in connection with this Agreement.

[The rest of this page is deliberately left blank.]

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Schedule 1

Corporate Structure of Precise Space-Time Technology Limited

Schedule 1-2

Exhibit 4.2

LI Feilie

Correspondence Address:

July 27, 2021

China Natural Resources, Inc.

(incorporated in the British Virgin Islands with limited liability)

Room 2205, 22/F, West Tower

Shun Tak Centre

200 Connaught Road Central

Sheung Wan

Hong Kong

Attention:

WONG Wah On Edward

Dear Sirs

Re:

(1) Sale and purchase agreement dated July 27 2021 between China Natural Resources, Inc. as Purchaser and LI Feilie as Vendor (“SPA”) in respect of the entire issued share capital in Precise Space-Time Technology Limited; (2) Completion Date; and (3) Vendor’s nominee

Defined terms and expressions herein shall bear the same meanings as used in the SPA unless the context requires otherwise.

Completion Date

I, as Vendor under the SPA, hereby state that to the best of my knowledge, information and belief, all the conditions set out in Clause 4.1 thereof insofar as they relate to the Vendor have been fulfilled as at the date hereof.  Accordingly, please proceed with Completion on the date hereof as the Completion Date.

Vendor’s nominee

In relation to and for the purpose of the transfer of the Consideration FS Shares provided under Clause 5.3.2(1)(a) and (b) of the SPA, I, as Vendor under the SPA, hereby designate Feishang Group Limited as the Vendor’s nominee.

In relation to and for the purpose of the allotment and/or issue of the Consideration CHNR Shares and the updating of the Purchaser’s register of members provided under Clause 5.3.2(2)(a) and (b) of the SPA, I, as Vendor under the SPA, hereby designate Feishang Group Limited as the Vendor’s nominee.

In relation to and for the purpose of the payment of the Cash Portion under Clause 5.3.2(3) of the SPA, I, as Vendor under the SPA, hereby designate Feishang Group Limited as the Vendor’s nominee.

Feishang Group Limited is a company incorporated in the British Virgin Islands with limited liability, whose registered office is at P.O. Box 3444, Road Town, Tortola, the British Virgin Islands.

Precise Space-Time Technology Limited (“Company”)

I also enclose herewith the written resolution of the sole director of the Company approving the transfer of the Sale Shares.

Your faithfully

Encl.

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