-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dd33CjCF/TSGmolNETjxK22XzMEX+v7B9lUIImsO6s6y8NLfaT+pLtcLMnO0xOyD IjfXKYVJwqvP0dGKdGL87w== 0001116502-08-000168.txt : 20080207 0001116502-08-000168.hdr.sgml : 20080207 20080207114302 ACCESSION NUMBER: 0001116502-08-000168 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080201 FILED AS OF DATE: 20080207 DATE AS OF CHANGE: 20080207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHINA NATURAL RESOURCES INC CENTRAL INDEX KEY: 0000793628 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26046 FILM NUMBER: 08583801 BUSINESS ADDRESS: STREET 1: ROOM 2105 WEST TOWER SHUN TAK CENTRE STREET 2: 200 CONNAUGHT ROAD C CITY: SHEUNG WAN STATE: K3 ZIP: - BUSINESS PHONE: 01185228107205 MAIL ADDRESS: STREET 1: ROOM 2105 WEST TOWER SHUN TAK CENTRE STREET 2: 200 CONNAUGHT ROAD C CITY: SHEUNG WAN HONG KONG STATE: K3 ZIP: - FORMER COMPANY: FORMER CONFORMED NAME: CHINA RESOURCES DEVELOPMENT INC DATE OF NAME CHANGE: 19950104 FORMER COMPANY: FORMER CONFORMED NAME: MAGENTA CORP DATE OF NAME CHANGE: 19940217 6-K 1 cnr6k.htm 6-K United States Securities & Exchange Commission EDGAR Filing


 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549


FORM 6-K


REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934


For the month of February 2008.


Commission File Number 0-26046


China Natural Resources, Inc.

(Translation of registrant's name into English)


Room 2105, West Tower, Shun Tak Centre,

200 Connaught Road C., Sheung Wan, Hong Kong

(Address of principal executive offices)


Indicate by check mark whether the registrant files of will file annual reports under cover of Form 20-F or Form 40-F.  Form 20-F ý   Form 40-F ¨


Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨


Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨


Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12b3-2(b) under the Securities Exchange Act of 1934. Yes ¨ No ý.


If "Yes" is marked, indicated below the file number assigned to the registrant in connection with Rule 12b3-2(b): 82-_________.

 

 





Formation Of Joint Venture Company

On January 21, 2008, Yangpu Lianzhong Mining Co. Ltd. (“Yangpu Lianzhong”) was formed as an indirect wholly-owned subsidiary of the Company through Yunnan Feishang Mining Co. Ltd. (“Yunnan Feishang”), with a registered capital of RMB10,000,000.

On January 26, 2008, Yunnan Feishang and Yangpu Lianzhong entered into an Agreement with Jiangxi Province Coal Group Company (“Jiangxi Coal”), a PRC state-owned enterprise and the largest integrated coal producer in Jiangxi Province, China, to jointly establish Guizhou Pucheng Mining Co. Ltd. (the “Joint Venture Company”) as an equity joint venture company in Guizhou Province, the PRC.  The Joint Venture Company intends to principally engage in the exploitation and development of mineral resources in Guizhou Province and other regions in China.

Pursuant to the Agreement, the registered capital of the Joint Venture Company will be RMB300,000,000 (or approximately US$41,096,000), which is to be contributed in cash, as follows: 30% (RMB90,000,000 or approximately US$12,329,000) by Yunnan Feishang, 34% (RMB102,000,000 or approximately US$13,973,000) by Yangpu Lianzhong and 36% (RMB108,000,000 or approximately US$14,795,000) by Jiangxi Coal.  The initial installment, representing 20% of the respective capital contribution of the parties, is payable on or before February 15, 2008, and the balances are payable on January 25, 2010 (although the parties may negotiate for an earlier date of payment). The partners of the Joint Venture Company will share all profits, loss and risk in proportion to their respective interest in the registered capital of the Joint Venture Company. The future results of the Joint Venture Company will be con solidated into the Company’s financial statements.  

The board of directors of the Joint Venture Company will be comprised of seven directors to be elected by the shareholders, two of whom are to be nominated by Yunnan Feishang, two by Yunnan Lianzhong and three by Jiangxi Coal. The Joint Venture Company will also have one Chairman and one Vice Chairman to be elected by the board of directors. The initial Chairman is to be nominated by Yunnan Feishang and the initial Vice Chairman is to be nominated by Jiangxi Coal.  The Joint Venture Company will also establish a supervisory board to be comprised of three supervisors, one of whom will be nominated for election by each of Yunnan Feishang, Yangpu Lianzhong and Jiangxi Coal. Day-to-day operations of the Joint Venture Company will be supervised and managed by a general manager to be nominated by the Chairman and a management team consisting of three deputy general managers and a chief fina ncial controller to be nominated by the Chairman. The initial general manager and two deputy managers are to be nominated by Jiangxi Coal, one deputy manager is to be nominated by Yunnan Feishang and the chief financial controller is to be nominated by Yangpu Lianzhong. Yangpu Lianzhong has agreed to allocate 10% of its equity in the Joint Venture Company for sale to management and employees as incentives, upon terms to be agreed upon.

The Agreement also provides that the Joint Venture Company will receive priority to acquire the Zhonghe Coal Mine, and other ancillary coal mines and transport railroads.  These mines and railroads are currently owned and operated by Jiangxi Coal and in the event the Joint Venture Company determines to acquire the mines and railroads, the purchase price will be determined by reference to an independent valuation to be performed, and the acquisition will be subject to approval at a shareholders’ meeting of the Joint Venture Company.

Historically, the Company has been principally engaged in the mining of zinc, iron and other minerals for distribution in China. However, management has been evaluating various growth opportunities with a view towards diversifying the variety of natural resources mined by the Company. Based upon this evaluation, the directors have conducted preliminary research and believe that coal will continue to be the primary energy source for China’s booming economy. China is currently the second largest consumer of energy in the world, with coal providing approximately 70% of China’s energy requirements. With continued double digit industrial growth and the resulting increased energy




consumption, coal demand from China is expected to continue to strengthen. Prices of coal remain high because of increasing demand, and coal prices are unlikely to drop since no significant change in supply or demand is expected in the near future.

Guizhou is a mountainous region, located in southwest China. The province has large resources of coal, aluminum and other minerals, and coal resources in southwest China are believed to be largely concentrated within Guizhou province. Guizhou ranked sixth in China’s raw coal production in 2006. Coal production in Guizhou is relatively dispersed with numerous small mines utilizing outdated technologies that generally lack the necessary facilities to ensure mining safety. It is the PRC government’s policy to restructure the coal industry by encouraging large coal enterprises to acquire small and mid-sized mines in order to increase production scale and enhance competitiveness in the marketplace.

Jiangxi Coal, the Company’s partner in the Joint Venture Company, is principally engaged in coal mining, coal production and the sale of coal in China. Jiangxi Coal is a state-owned enterprise with a registered capital of RMB160 million. The Company is advised by Jiangxi Coal that, in 2006, Jiangxi Coal produced approximately 8,800,000 tons of raw coal and recorded total sales revenue of approximately RMB5 billion. The Company’s directors believe that the extensive experience of Jiangxi Coal in coal-related business in the PRC and its highly experienced production and management team, will enhance the development of the Joint Venture Company. In anticipation of the significant demand and growth potential of coal in the PRC market and leveraged on the expertise of the Joint Venture Partner in running coal-related business, the directors also believe that the Joint Venture Company has the ability to become a solid platform for the Company to develop the coal market in the PRC, with particular focus on Guizhou Province, through the acquisition and integration of the existing coal mining operations with the use of more advanced coal mining, selecting and processing technologies.

For the convenience of the reader, amounts in Renminbi (“RMB”) have been translated into United States dollars (“US$”) at the rate of US$1.00=RMB7.30 quoted by the People’s Bank of China as at December 31, 2007. No representation is made that the RMB amounts could have been, or could be, converted into US$ at that rate, or that the translation into US$ is in accordance with US generally accepted accounting principles.  

On February 7, 2008, the Company disseminated a press release disclosing its execution of the Agreement with Jiangxi Coal.  A copy of that press release is furnished as an exhibit to this report.  The press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

This report includes forward-looking statements within the meaning of federal securities laws.  These forward-looking statements are based upon assumptions believed to be reliable, but involve risks and uncertainties that may cause actual results of operations to differ materially from the forward-looking statements.  Among the risks and uncertainties that could cause our actual results to differ from our forward-looking statements are our intent, belief and current expectations as to business operations and operating results of the Company, uncertainties regarding the governmental, economic and political circumstances in the People’s Republic of China, risks and hazards associated with the Company’s mining activities, uncertainties associated with ore reserve estimates, uncertainties associated with metal price volatility, uncertainties associated with the Company’ ;s reliance on third-party contractors and other risks detailed from time to time in the Company’s Securities and Exchange Commission filings. Although the Company’s management believes that the expectations reflected in forward-looking statements are reasonable, it can provide no assurance that such expectations will prove to be accurate.





Exhibits



Exhibit Number

Description

 

 

10.1

Investors’ Agreement in Respect of Guizhou Pucheng Mining Co. Ltd. dated January 26, 2008

99.1

Press Release dated February 7, 2008




SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



 

CHINA NATURAL RESOURCES, INC.

 

 

 

 

 

 

Date:  February 7, 2008

By:

/s/ Li Feilie

 

 

Li Feilie

 

 

President and Chief Executive Officer






EXHIBITS


Exhibit Number

Description

 

 

10.1

Investors’ Agreement in Respect of Guizhou Pucheng Mining Co. Ltd. dated January 26, 2008

99.1

Press Release dated February 7, 2008






EX-10.1 2 exhibit101.htm AGREEMENT United States Securities and Exchange Commission EDGAR Filing

EXHIBIT 10.1


INVESTORS AGREEMENT



in respect of



GUIZHOU PUCHENG MINING CO. LTD.



Co-signed by



JIANGXI PROVINCE COAL GROUP COMPANY



YANGPU LIANZHONG MINING CO. LTD.,


&



YUNNAN FEISHANG MINING CO. LTD.






CONTENTS


CHAPTER 1         Definitions and Interpretations

1

 

 

CHAPTER 2         Investors     .

2

 

 

CHAPTER 3         Limited Company

2

 

 

CHAPTER 4         Business Objectives and Business Scope

3

 

 

CHAPTER 5         Registered Capital and Manner of Capital Contribution

4

 

 

CHAPTER 6         Organization Structure

.4

 

 

CHAPTER 7         Force Majeure

6

 

 

CHAPTER 8         Liability for Breach of Contract

7

 

 

CHAPTER 9         Special Agreements

8

 

 

CHAPTER 10       Applicable Law and Arbitration

8

 

 

CHAPTER 11       Supplementary Provisions

9





      In accordance with the “Company Law of the People’s Republic of China”, “Contract Law of the People’s Republic of China” and the provisions of other laws, rules and regulations of our country and through amicable consultation, the parties hereto have reached the following agreement on the matters of jointly investing, organizing and establishing  Guizhou Pucheng Mining Co. Ltd.. for joint observance.


CHAPTER  1  DEFINITIONS & INTERPRETATIONS

Article 1    Unless otherwise referred to in this Agreement, the definitions and interpretations of the words in this Agreement shall be as follows :

1.

Jiangxi Coal :

Means Jiangxi Province Coal Group Company

2.  

Yangpu Lianzhong :

Means Yangpu Lianzhong Mining Co. Ltd.

3.

Yunnan Feishang :

Means Yunnan Feishang Mining Co. Ltd.

4.

Parties to this Agreement :

Means Jiangxi Coal, Yangpu Lianzhong and Yunnan Feishang

5.

One/the party :

Means any one of Jiangxi Coal, Yangpu Lianzhong or Yunnan Feishang.

6.

Other parties :

For any one party, it means the other parties which hold the registered capital of the Company

7.

Company :

Means “Guizhou Pucheng Mining Co. Ltd..” as defined in Article 4 of this Agreement

8.

Third party :

Means any company, enterprise, unit or person other than the parties to this Agreement and Guizhou Pucheng Mining Co. Ltd.






9.

Agreement or this Agreement :

Means the “Investors Agreement in respect of Guizhou Pucheng Mining Co. Ltd..” signed by the parties to this Agreement

10.

“Memorandum & Articles of Association of the Company”:

Unless otherwise stated in this Agreement, it means the “Memorandum & Articles of Association of Guizhou Pucheng Mining Co. Ltd.” signed by the parties to this Agreement

11.

“Company Law”:

Means the “Company Law of the People’s Republic of China”



CHAPTER 2  INVESTORS


Article 2  The parties to this Agreement which are also the Investors jointly investing in the establishment of the Company :

Jiangxi Province Coal Group Company, whose place of domicile is at No. 117 Ding Gong Road, Nanchang City, and its current legal representative is LI Liangshi.

Yangpu Lianzhong Mining Co. Ltd. is a limited liability company registered in Yangpu Industrial and Commercial Administration Bureau of Hainan Province having its place of domicile at Room 202, 2nd Floor, Annex to Gong Hong Mansion, Yangpu Economic Development Zone and its current legal representative is JIA Zhigang.

Yunnan Feishang Mining Co. Ltd. is a limited liability company registered in Industrial and Commercial Administration Bureau, Yunnan Province having its place of domicile at Room 205, Level 14, Mi Ya  Mansion, Renmin Zhong Road, Kunming City and its current legal representative is JIA Zhigang.




CHAPTER 3  LIMITED COMPANY

Article 3  The parties to this Agreement agree to invest in the establishment of a limited company in Guiyang City of Guizhou Province in accordance with the relevant provisions of the “Company Law”, and the laws, rules and regulations of the country. The Company shall use the company name set out in Article 4 of this Agreement and shall be located at the place of domicile set out in Article 5. All the activities of the Company shall comply with the relevant provisions of the laws, rules and regulations of the People’s Republic of China as well as the terms of this Agreement and “Memorandum &Articles of Association of the Company”.

Article 4 The name of the Company shall be “Guizhou Pucheng Mining Co. Ltd.”: (the name approved by the Industrial and Commercial authority to be registered shall prevail as the finally confirmed company name).

Article 5 The place of domicile of the Company shall be at Apartment B, Level 29, Block A, Zhen Hua Technology Building, No. 1 Yanon Zhong Road, Yunyan District, Guiyang City.

The Company may set up branch organizations according to law, where necessary.

Article 6 The Company is set up by the parties to this Agreement according to the “Company Law” and registered as a limited liability company. The shareholders shall be accountable to the Company according to the capital amount they have agreed to contribute and the Company shall be responsible for its debt with its entire assets.

Article 7 Pursuant to the “Company Law” and this Agreement, the parties to this Agreement shall, within 30 days of this Agreement becoming effective, register with Industrial and Commercial Administration Bureau of Guizhou Province for establishing




the Company as a limited company and obtain a business license therefor. The date of the issue of the business license shall be the establishment date of the Company.


CHAPTER 4  BUSINESS OBJECTIVES AND BUSINESS SCOPE

Article 8 The business objectives of the Company is : to make use of the capital strength and developed production and operation technology of the parties to this Agreement to explore and develop the mining resources in Guizhou Province and other places and areas; to convert the edge in resources in these places and areas into economic edge as soon as possible; to boost the economic development in these places and areas and to ensure that the investing parties will gain satisfactory economic and social benefits.

Article 9 The business scope of the Company : the exploring and mining of mineral resources and deep processing and trading of mineral products. The business of the Company shall be finally determined by the industrial and commercial registration.


CHAPTER 5 REGISTERED CAPITAL AND MANNER OF CAPITAL CONTRIBUTION

Article 10 The registered capital of the Company shall be RMB 300,000,000 yuan.

Article 11 Jiangxi Coal shall contribute RMB 108,000,000 yuan in cash and represent 36% of the registered capital of the Company.

Article 12 Yunnan Feishang shall contribute RMB 90,000,000 yuan in cash and represent 30% of the registered capital of the Company.

Article 13 Yangpu Lianzhong shall contribute RMB 102,000,000 yuan in cash and represent 34% of the registered capital of the Company.




Article 14 The first installment of the capital contribution shall be paid by the parties to this Agreement one-off within 10 business days from the effective day of this Agreement. The first installment of the capital contribution to be paid by the parties shall not be less than 20% of the total capital contribution of the parties and the balances of the respective capital contribution shall be fully paid up within 2 years after the establishment of the Company; the parties may negotiate among themselves for an earlier day of payment of the balance of the respective capital contribution if the business development of the Company so requires.


CHAPTER 6  ORGANIZATION STRUCTURE


Article 15 The Company shall set up a shareholders’ meeting according to the provisions of the “Company Law”. The shareholders’ meeting shall be the organization of the highest authority of the Company and its duties and powers shall be provided by the “Memorandum & Articles of Association of the Company”.

Article 16 The Company shall set up the board of directors in accordance with the provisions of the “Company Law”. The board of directors shall be composed of 7 directors who shall be elected in the shareholders’ meeting. Jiangxi Coal shall nominate 3 candidates for election as directors, Yunnan Feishang shall nominate 2 candidates for election as directors and Yangpu Lianzhong shall nominate 2 candidates for election as directors.




The board of directors shall be accountable to the shareholders’ meeting and its duties and powers and rules of proceedings shall be provided by the “Memorandum & Articles of Association of the Company”..

Article 17 The Company shall have 1 Chairman and 1 Vice Chairman. The first term of the Chairman will be nominated for election by Yunnan Feishang and the first term of the Vice Chairman will be nominated for election by Jiangxi Coal. The Chairman and Vice Chairman shall be elected in the meeting of the board of directors.

Article 18 The Company shall set up the supervisory board according to the provisions of the “Company Law”. The supervisory board shall be composed of 3 supervisors, of which the chairman of the supervisory board shall be nominated for election by Jiangxi Coal, 1 supervisor shall be nominated for election by Yunnan Feishang and 1 supervisor shall be nominated for election by Yangpu Lianzhong. Its duties and powers and rules of proceedings shall be provided by the “Memorandum & Articles of Association of the Company”.

Article 19 The general manager shall be responsible for the day-to-day operation and management of the Company The composition of the operation and management organization shall be provided by the “Memorandum & Articles of Association of the Company”.

The management team of the Company shall be composed of the general manager, 3 deputy general managers (responsible for technology safety, operations and investments, respectively) and chief financial controller. The general manager shall be nominated for election by the Chairman, the chief financial controller and the deputy general managers




shall be nominated for election by the general manager. The management team shall all be engaged and terminated by the board of directors.

The first term of the general manager, the deputy general manager responsible for technology safety and the deputy general manager responsible for operations shall be nominated for election by Jiangxi Coal. The deputy general manager responsible for investments shall be nominated for election by Yunnan Feishang. The chief financial officer shall be nominated for election by Yangpu Lianzhong. The manager of the finance department shall be nominated for election by Jiangxi Coal. All positions shall be engaged and terminated by the board of directors.

Article 20 In order to motivate and activate the initiative of the management and middle management and to promote the working efficiency and business capability, the investors (shareholders) agree that Yangpu Lianzhong shall transfer 10% of the Company’s equity held by it to the management, middle management as well as the key personnel of subordinate mines within 2 years from the day of establishment of the Company. The principle of distribution of the equity shall be based on and determined by the importance of the respective positions. The prices for equity transfer and acceptance of transfer shall be calculated according to the then net asset value of the Company and the ratio and conditions of transfer and termination conditions shall be agreed separately.

Article 21 The parties agree that on the premises of equal conditions and equal remunerations, the excellent staff and workers of Jiangxi Coal shall have the priority to be employed as the middle management and ordinary staff and workers.





CHAPTER 7  FORCE MAJEURE

Article 22 Events of force majeure means any incident such as fire, flood, tsunami, earthquake, thunder strike, storms and military rivalry action, which cannot be avoided or controlled. Where a party which is affected directly by a force majeure incident causing delay in performing or making it impossible to perform all or part of the terms of this Agreement, it shall not be deemed to be in breach of contract if all of the following circumstances occur :

1. The incident must be a direct cause for stopping, obstructing or delaying the party directly affected by the incident in its performance of the terms of this Agreement or memorandum and articles of association;

2. The party directly affected by the incident has, within a reasonable time after the occurrence of the incident, adopted all reasonable measures to continue its performance of the terms of this Agreement and reduce the loss and damage caused to the Company and the other parties;

3. The party directly affected by the incident has, at the time when the incident occurred, immediately notify the other parties and shall, within 15 days, provide the incident and handling details in writing as well as the reasons for delay in performing or being unable to perform all or part of the terms of this Agreement together with appropriate supporting evidence and materials.

       When the impact of the incident has been eliminated or the incident has been dealt with, the party directly affected by the incident must notify the other parties immediately.

       Article 23 Where the conditions in Article 22 have been complied with, the liability of the party affected by the incident as regards the part of the performance of this




Agreement affected shall be waived according to the extent of the impact of the force majeure incident on the performance of this Agreement. The parties to this Agreement shall consult among themselves as soon as possible to decide whether or not to revise or discharge this Agreement or postpone the delayed performance period accordingly.


CHAPTER 8 LIABILITY FOR BREACH OF CONTRACT


             Article 24 Any party to this Agreement which has not contributed in full as scheduled under this Agreement shall pay to the other parties not in breach a default fine of 5% of the unpaid contribution for the delay of 1 day (the parties not in breach shall be entitled to the default fine according to their respective contribution ratios). For the delay lasting for 30 days or more, the party in breach shall, apart from continuing to pay the above agreed default fine, compensate the actual loss and damage of the parties not in breach. In addition, the party not in breach shall have the right to elect any of the following options:

             1. Discharge this Agreement or demand the dissolution of the Company. If the Company has not been established, the party not in breach shall have the right to discharge this Agreement and demand the party in breach to repay unconditionally the contribution already paid by the parties not in breach; if the Company has been established, the parties not in breach shall have the right to demand the dissolution of the Company and the parties shall handle the matters relating to the dissolution in accordance with the provisions of the “Company Law” and distribute the remaining assets of the Company according to the ratios of their respective actual contribution.




             2. The unpaid contribution of the party in breach shall be paid by the parties not in breach (if there are 2 parties not in breach, the 2 parties shall discuss and agree whether they will contribute according to their respective contribution ratios or whether only any one of them will pay). The parties shall adjust their equity ratios correspondingly according to their actual contribution amounts and handle the industrial and commercial change registration formalities.

            3. Demand the calculation of equity ratios according to the actual contribution amounts of the parties and handle the industrial and commercial change registration formalities in respect of the reduction of the registered capital and the variation of the contribution amounts of the shareholders and equity ratios.

            Article 25 Where this Agreement cannot be performed or in full owing to the default of one party, the party in default shall bear the liability for the breach of contract; if the parties are in default, they shall bear respectively their respective liabilities which they should bear, according to actual circumstances.


CHAPTER 9 SPECIAL AGREEMENTS

            Article 26 The parties agree to increase the capital of the Company in the following manner : the parties shall agree to increase the registered capital of the Company if the business of the Company so requires and the parties shall pay cash to increase the Company’ capital according to their respective equity ratios.

           Article 27 The special agreements in respect of Zhonghe project in Guizhou, originally owned by Jiangxi Coal : the original Zhonghe Coal Mine and the associated railroads shall be acquired by the Company at the assessed value and at the same time the




adjacent mines shall further be consolidated. The acquisition of the Zhonghe Coal Mine is subject to approval at the shareholders’ meeting.

          Article 28 The investors (shareholders) agree that where it involves the Company’s external investment or major matters such as provision of guarantee, it shall be resolved by the shareholders’ meeting and shall be treated as a valid resolution only after having been passed by the shareholders representing two third or more of the voting rights.


CHAPTER 10  APPLICABLE LAW & ARBITRATION

        Article 29 The law of the People’s Republic of China shall be applicable to the making, validity, interpretation, performance, variation, discharge of this Agreement as well as the decision of arbitration over disputes.

        Article 30 If disputes arise between the parties to this Agreement over the validity, interpretation, performance, variation or discharge of this Agreement, they should use their best endeavors to resolve the disputes through mutual amicable consultation or resolve them through the mediation of a third party agreed by the parties.

      Article 31 Before the resolution of a dispute, the parties should continue to perform the other terms of this Agreement except the terms involved in the dispute.





CHAPTER 11  SUPPLEMENTARY PROVISIONS

      Article 32 The notices, documents and communications among the parties to this Agreement shall be sent to the following addresses for communication :

Names

Addresses

Jiangxi Province Coal Group Company

No. 117 Ding Gong Road, Nanchang City

Yangpu Lianzhong Mining  Co.Ltd.

26th Floor, Securities Building, No. 5020 Binhe Road, Futian District, Shenzhen City

Yunnan Feishang Mining  Co.Ltd.

26th Floor, Securities Building, No. 5020 Binhe Road, Futian District, Shenzhen City


In the event that there is a change in any of the above addresses, the party making the change shall inform the parties to this Agreement in writing 15 days in advance.

          Article 33 This Agreement shall be effective from the day on which the legal representatives or authorized representatives of the parties to this Agreement have signed thereon and affixed their respective official chops thereto.

         Article 34 The original of this Agreement shall be in 8 sets and the parties to this Agreement shall each hold 2 sets; the Company shall hold 1 set, 1 set shall be lodged at the companies registration organ and all of which shall have equal legal effect.

                  (there is no text below but the signing page of the parties to this Agreement)








(there is no text on this page but the signing page of the parties to this Agreement)


Jiangxi Province Coal

Yunnan Feishang Mining

Group Company

Co. Ltd.

 

 

(chop)

(chop)

legal representatives or

legal representatives or

authorized representatives  :

authorized representatives  :

/s/ Li Liangshi

/s/ Jia Zhigang

 

 

 

 

Yangpu Lianzhong Mining Co. Ltd.

 

 

 

(chop)

 

legal representatives or

 

authorized representatives  :

 

/s/ Chen Guangjia

 



26th     day   of    January   2008




EX-99.1 3 exhibit991.htm PRESS RELEASE United States Securities & Exchange Commission EDGAR Filing

Exhibit 99.1


CONTACT

Edward Wong, Chief Financial Officer

011-852-2810-7205 or cfo@chrb.com


FOR IMMEDIATE RELEASE


China Natural Resources Inc. Announces

Formation of New Coal Mining Joint Venture

in Guizhou Province, China


HONG KONG, February 7, 2008, CHINA NATURAL RESOURCES, INC. (NASDAQ: CHNR), a company based in the People’s Republic of China, today announced that, on January 26, 2008, the Company, through two indirect wholly-owned subsidiaries, had entered into an agreement with Jiangxi Province Coal Group Company (the “JV Partner”), a state-owned enterprise and the largest integrated coal producer in Jiangxi Province, China, to jointly establish Guizhou Puzheng Mining Co. Ltd. ( the “Joint Venture Company”), as an equity joint venture company in Guizhou Province, the PRC. The Joint Venture Company, which is to be owned 64% by the Company, intends to engage in the exploration and mining of coal and other mineral resources in Guizhou Province and other regions in China.

 

Mr. Li Feilie, the Company’s Chairman and CEO commented “Coal is the primary energy source for China’s booming economy and supplies about 70 per cent of the country’s energy need. Coal prices remain strong because of increasing demand. It is our intention to further expand our natural exploitation business into this enormous market”.


Mr. Li also stated “the coal industry in China is characterized by the uneven distribution of coal reserves and the existence of a large number of small coal miners with outdated technologies. We chose Guizhou Province as our first coal production base as the province is the largest coal producer among all southwest provinces in China. Leveraged on the expertise of our Joint Venture Partner in running coal-related business, the Joint Venture Company will become a solid platform for the Company to develop the coal market in the PRC, with particular focus on Guizhou Province, through acquisition and integration of the existing coal mining operations with the use of more advanced coal mining, selecting and processing technologies.”


This press release includes forward-looking statements within the meaning of federal securities laws.  These forward-looking statements are based upon assumptions believed to be reliable, but involve risks and uncertainties that may cause actual results of operations to differ materially from the forward-looking statements.  Among the risks and uncertainties that could cause our actual results to differ from our forward-looking




statements are our intent, belief and current expectations as to business operations and operating results of the Company, uncertainties regarding the governmental, economic and political circumstances in the People’s Republic of China, risks and hazards associated with the Company’s mining activities, uncertainties associated with ore reserve estimates, uncertainties associated with metal price volatility, uncertainties associated with the Company’s reliance on third-party contractors and other risks detailed from time to time in the Company’s Securities and Exchange Commission




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