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 March 2014.
Commission File Number 0-26046
China Natural Resources, Inc.
(Translation of registrant's name into English)
Room 2205, 22/F, West Tower, Shun Tak Centre,
168-200 Connaught Road Central, Sheung Wan, Hong Kong
(Address of principal executive offices)
Indicate by check mark whether the registrant files of will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F þ Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Explanatory Note:
On January 22, 2014, China Natural Resources, Inc. (the Company) completed the distribution to stockholders of the shares of its wholly-owned subsidiary, Feishang Anthracite Resources Limited (Feishang Anthracite). At the same time (a) Feishang Anthracites registration of its common shares under Section 12(g) of the Securities Exchange Act of 1934, as amended (the Exchange Act) became effective and Feishang Anthracite now files periodic reports as a foreign private issuer under the Exchange Act and (b) the common shares of Feishang Anthracite became listed on the main board of the Stock Exchange of Hong Kong Limited (the HKSE) under the listed company designation 1738.
In order to comply with its listing obligations on the HKSE, Feishang Anthracite has contemporaneously herewith (a) announced the results of its operations for the year ended December 31, 2013 (the Announcement) and (b) filed a current report on Form 6-K with the Securities and Exchange Commission (the Commission) furnishing a copy of the Announcement as an exhibit thereto.
Inasmuch as Feishang Anthracite is announcing its results of operations for the year ended December 31, 2013, and the results of operations of Feishang Anthracite are inextricably tied to the results of operations of the Company for the year ended December 31, 2013, the Company has elected to announce the results of its operations for the year ended December 31, 2013 at this time, prior to the filing of its annual report on Form 20F. Since the Companys results of operations could be extracted from Feishang Anthracites Announcement of the results of its operations, the Company believes that the announcement of the Companys results of operations at this time will provide the investment community with more information with which to understand the results of the Companys operations.
The results of operations of the Company for the year ended December 31, 2013 contained in the press release furnished herewith have been derived from and should be read in conjunction with the Companys audited consolidated financial statements for the year ended December 31, 2013 to be contained in the Companys annual report on Form 20-F to be filed with the Commission on or prior to April 30, 2014. The results of operations are provided for informational purposes only and do not contain financial statement footnotes and other information necessary for a full understanding of the Companys financial condition and results of operations. The Companys announcement of its results of operations does not signify that the Company will make similar announcements of its annual results of operations in future years.
Press Release
On March 31, 2014, China Natural Resources, Inc. issued a press release entitled China Natural Resources, Inc. Announces 2013 Results of Operations. The press release furnished herewith as Exhibit 99.1 shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, and is not incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Exhibits
Exhibit Number | Description |
Press Release dated March 31, 2014 |
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. | ||
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Date: March 31, 2014 | By: | /s/ Li Feilie |
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| Li Feilie |
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| Chairman and Chief Executive Officer |
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EXHIBIT INDEX
Exhibit Number | Description |
Press Release dated March 31, 2014 |
EXHIBIT 99.1
CONTACT
Maxine Ma, Chief Financial Officer
011-852-2810-7205 or maxine@chnr.net
FOR IMMEDIATE RELEASE
CHINA NATURAL RESOURCES, INC. ANNOUNCES
2013 RESULTS OF OPERATIONS
HONG KONG, March 31, 2014 CHINA NATURAL RESOURCES, INC. (NASDAQ: CHNR), a company based in the Peoples Republic of China, today announced its results of operations for the year ended December 31, 2013 as follows.
CHINA NATURAL RESOURCES, INC.
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013
(Amounts in thousands, except share and per share data)
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| Year Ended December 31, |
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| 2011 |
| 2012 |
| 2013 |
| 2013 |
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| CNY |
| CNY |
| CNY |
| US$ |
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CONTINUING OPERATIONS |
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REVENUES |
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| 42,940 |
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| 14,728 |
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| 41,360 |
| 6,832 |
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COST OF SALES |
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| (21,245 | ) |
| (9,036 | ) |
| (25,101 | ) | (4,146 | ) | |
GROSS PROFIT |
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| 21,695 |
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| 5,692 |
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| 16,259 |
| 2,686 |
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SELLING AND DISTRIBUTION EXPENSES |
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| (352 | ) |
| (193 | ) |
| (124 | ) | (20 | ) | |
ADMINISTRATIVE EXPENSES |
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| (24,236 | ) |
| (19,425 | ) |
| (17,906 | ) | (2,959 | ) | |
OTHER OPERATING EXPENSES, NET |
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| (2,457 | ) |
| (1,104 | ) | (182 | ) | |
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OPERATING LOSS |
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| (2,893 | ) |
| (16,383 | ) |
| (2,875 | ) | (475 | ) | |
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FINANCE COSTS |
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| (374 | ) |
| (325 | ) |
| (360 | ) | (59 | ) | |
FOREIGN EXCHANGE DIFFERENCE, NET |
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| 2,445 |
| 404 |
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INTEREST INCOME |
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| 1,149 |
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| 1,574 |
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| 1,814 |
| 300 |
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NON-OPERATING INCOME (EXPENSES), NET |
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| 5,187 |
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| (222 | ) |
| (167 | ) | (28 | ) | |
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PROFIT (LOSS) BEFORE INCOME TAX FROM CONTINUING OPERATIONS |
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| 3,069 |
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| (15,356 | ) |
| 857 |
| 142 |
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INCOME TAX (EXPENSE) BENEFIT |
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| (4,285 | ) |
| 965 |
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| (2,142 | ) | (354 | ) | |
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LOSS FOR THE YEAR FROM CONTINUING OPERATIONS |
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| (1,216 | ) |
| (14,391 | ) |
| (1,285 | ) | (212 | ) | |
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DISCONTINUED OPERATION |
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Loss for the year from discontinued operations, net of tax |
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| (64,900 | ) |
| (67,056 | ) |
| (334,537 | ) | (55,256 | ) | |
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LOSS FOR THE YEAR |
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| (66,116 | ) |
| (81,447 | ) |
| (335,822 | ) | (55,468 | ) | |
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ATTRIBUTABLE TO: |
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Owners of the Company |
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From continuing operations |
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| (1,216 | ) |
| (14,391 | ) |
| (1,285 | ) | (212 | ) | |
From discontinued operations |
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| (64,759 | ) |
| (75,312 | ) |
| (334,119 | ) | (55,187 | ) | |
Non-controlling interests |
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| (141 | ) |
| 8,256 |
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| (418 | ) | (69 | ) | |
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| (66,116 | ) |
| (81,447 | ) |
| (335,822 | ) | (55,468 | ) | |
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LOSS PER SHARE ATTRIBUTABLE TO OWNERS OF THE COMPANY: |
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Basic |
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- For loss from continuing operations |
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| (0.05 | ) |
| (0.58 | ) |
| (0.05 | ) | (0.01 | ) | |
- For loss from discontinued operations |
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| (2.74 | ) |
| (3.02 | ) |
| (13.41 | ) | (2.21 | ) | |
- Net loss per share |
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| (2.79 | ) |
| (3.60 | ) |
| (13.46 | ) | (2.22 | ) | |
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Diluted |
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- For loss from continuing operations |
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| (0.05 | ) |
| (0.58 | ) |
| (0.05 | ) | (0.01 | ) | |
- For loss from discontinued operations |
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| (2.74 | ) |
| (3.02 | ) |
| (13.41 | ) | (2.21 | ) | |
- Net loss per share |
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| (2.79 | ) |
| (3.60 | ) |
| (13.46 | ) | (2.22 | ) |
The consolidated statements of profits or loss of the Company for the years ended December 31, 2011, 2012 and 2013 have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The consolidated statements of profits or loss have been derived from and should be read in conjunction with the Companys audited consolidated financial statements for the year ended December 31, 2013 to be contained in the Companys annual report on Form 20-F to be filed with the Commission on or prior to April 30, 2014.
Mr. Li Feilie, the Company's Chairman, commented on the results: "China Natural Resources recorded total revenues of CNY41.36 million (US$6.83 million) in 2013, up by 180.83% from a year earlier. The rise in revenues was mainly attributable to an increase in the production volume of iron concentrates, partly offset by a decrease in the average selling price of iron concentrates and a decrease in the sales of both zinc concentrates and micaceous iron oxide-grey. In January 2014, the Company completed the spin-off (the Spin-Off) and listing on The Stock Exchange of Hong Kong Limited of its shares in the Companys wholly-owned subsidiary, Feishang Anthracite Resources Limited, which operated the Companys coal mining businesses prior to the Spin-Off. Following the Spin-Off, we intend to continue to identify potential projects that will enhance the Companys value."
For the convenience of the reader, amounts in Chinese Yuan (CNY) have been translated into United States dollars (US$) at the rate of US$1.00=CNY6.0543 quoted by Bloomberg Finance L.P. on December 31, 2013. The CNY is not freely convertible into foreign currencies and no representation is made that the CNY amounts could have been, or could be, converted into US$ at that rate, or at all.
About China Natural Resources:
China Natural Resources, Inc., a British Virgin Islands corporation, through its operating subsidiaries in the Peoples Republic of China, is currently engaged in the acquisition and exploitation of mining rights, including the exploration, mineral extraction, processing and sale of iron, zinc and other nonferrous metals, extracted or produced at mines primarily located in Anhui Province in the PRC.
Forward-Looking Statements:
This press release includes forward-looking statements within the meaning of federal securities laws. These forward-looking statements are based upon assumptions believed to be reliable, but involve risks and uncertainties that may cause actual results of operations to differ materially from the forward-looking statements. Among the risks and uncertainties that could cause our actual results to differ from our forward-looking statements are our intent, belief and current expectations as to business operations and operating results of the Company, uncertainties regarding the governmental, economic, legal and political circumstances in the Peoples Republic of China, risks and hazards associated with the Companys mining activities, uncertainties associated with ore reserve estimates, uncertainties associated with metal and coal price volatility, uncertainties associated with the Companys reliance on third-party contractors, uncertainties relating to possible future increases in operating expenses, including costs of labor and materials, and other risks detailed from time to time in the Companys Securities and Exchange Commission filings. Although the Companys 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.