UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 20-F/A
(Amendment No. 1)
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(Mark One)
| ☐ |
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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a |
| OR |
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| ☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the fiscal year ended December 31, 2022 |
| OR |
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| ☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the transition period from: _____________ to _____________ |
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| OR |
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| ☐ |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| Date of event requiring shell company report ___________ |
Commission
file number: 0-26046
CHINA
NATURAL RESOURCES, INC.
(Exact name of Registrant as specified in
its charter)
Not Applicable
(Translation of Registrant’s name into
English)
British Virgin Islands
(Jurisdiction of incorporation or organization)
Room 2205, 22/F, West Tower, Shun Tak Centre,
168-200 Connaught Road Central, Sheung Wan, Hong
Kong
(Address of principal executive offices)
Zhu Youyi, Chief Financial Officer
Room 2205, 22/F, West Tower, Shun Tak Centre,
168-200 Connaught Road Central, Sheung Wan, Hong
Kong
01185228107205
zhuyouyi@chnr.net
(Name, telephone number, e-mail and/or facsimile
number and address of company contact person)
Securities registered or to be registered
pursuant to Section 12(b) of the Act:
| Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
| Common Shares, without par value |
CHNR |
Nasdaq Capital Market |
Securities registered or to be registered pursuant
to Section 12(g) of the Act: None
Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each
of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 40,948,082 common
shares as of December 31, 2022. (8,197,897 common shares following a five-to-one share combination
as of April 3, 2023).
Indicate by check mark if the issuer is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
☐ No
☒
If this report is an annual or transition report,
indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.
Yes
☐ No
☒
Note – Checking the box above will not
relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their
obligations under those Sections.
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes
☒ No
☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (•232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
☒ No
☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange
Act. (Check one):
| Large Accelerated Filer ☐ |
|
Accelerated Filer ☐ |
|
| Non-Accelerated Filer ☒ |
|
Emerging Growth Company ☐ |
|
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by checkmark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards†
provided pursuant to Section 13(a) of the Exchange Act.
☐
† The term “new or revised
financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards
Codification after April 5, 2012.
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. ☐
Indicate by check mark which basis of accounting
the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☐ |
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International Financial Reporting Standards as issued |
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Other ☐ |
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By the International Accounting Standards Board ☒ |
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If “Other” has been checked in response
to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item
17 ☐ Item
18 ☐
If this is an annual report, indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No
☒
EXPLANATORY NOTE
This Amendment No. 1 (this “Amendment”)
to the Annual Report on Form 20-F of China Natural Resources, Inc. (the “Company”) for the year ended December 31,
2022 filed on May 15, 2023 (the “Original Filing”) is being filed solely to amend and restate in its entirety Item
16I, “Disclosure Regarding Foreign Jurisdictions that Prevent Inspections” in order to provide the documentation required
under Item 16I(a) of Form 20-F and to provide the disclosures required under Item 16I(b) of Form 20-F.
Except as noted above, this Amendment
does not update or modify any disclosures in the Original Filing or reflect any events occurring after the filing of the Original Filing.
Accordingly, this Amendment should be read in conjunction with the Original Filing.
As required by Rule 12b-15 of the Securities and Exchange
Act of 1934, as amended, the Company is filing or furnishing the certifications required under Section 302 and Section 906 of the Sarbanes-Oxley
Act of 2002 as exhibits to this Amendment No. 1.
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ITEM 16I. |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
In June 2022, we were
conclusively listed by the SEC as a “Commission-Identified Issuer” under the HFCAA following the filing of our annual report
on Form 20-F for the fiscal year ended December 31, 2021. Our auditor, a registered public accounting firm that the PCAOB was unable to
inspect or investigate completely in 2021, issued the audit report for us for the fiscal year ended December 31, 2021. On December 15,
2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list
of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. For this reason, we do not
expect to be identified as a Commission-Identified Issuer under the HFCAA after we filed the Original Filing and the filing of this Amendment.
As of the date of the Original
Filing, Guangzhou Ruiyi Environmental Protection Technology Co., Ltd., and Shaoguan Wujiang Runheng Municipal & Rural Development
Investment Co., Ltd. each owns 20% of the registered capital of Shaoguan Angrui Environmental Technology Development Co., Limited (“Shaoguan
Angrui”), a company organized in the PRC and a 55%-owned subsidiary of Shanghai Onway. Each of Guangzhou Ruiyi Environmental
Protection Technology Co., Ltd., and Shaoguan Wujiang Runheng Municipal & Rural Development Investment Co., Ltd. is a PRC state-owned
enterprise. On July 28, 2023, the Company entered into a Sale and Purchase Agreement with Feishang Group Limited (“Feishang”)
for the sale of Precise Space-Time Technology Limited. Feishang is the Company’s largest shareholder and a British Virgin Islands
company wholly owned by Mr. LI Feilie, the principal beneficial owner of the Company and its former Chairman and CEO. After the completion
of the sale, subsidiaries of Precise Space-Time Technology Limited, including Shanghai Onway Environmental Development Co., Limited (“Shanghai
Onway”), Zhejiang Xinyu Environmental Technology Co., Limited (“Zhejiang Xinyu”) and Shaoguan Angrui will
no longer be our consolidated foreign operating entities.
Our common shares are listed and
traded on the Nasdaq Capital Market. PRC governmental entities or affiliated entities could acquire equity interests in our company on
the open market, but except as disclosed above, based on an examination of the Company’s register of members and public filings
made by its shareholders, as of the date of the Original Filing, to our knowledge, no governmental entities in the BVI, Hong Kong or the
PRC has any significant shareholding in our company.
Except as disclosed above, based
on an examination of the Company’s register of members and public filings made by its shareholders, as of the date of the Original
Filing, to our knowledge, no governmental entities in the BVI, Hong Kong or the PRC do not have a controlling financial interest in us
or any of our consolidated foreign operating entities.
As of the date of the Original
Filing, none of the currently effective memorandum and articles of association (or equivalent organizing document) of the Company or any
of our consolidated foreign operating entities contains any charter of the Chinese Communist Party.
As of the date of the Original Filing, the directors
and officers of the Company consist of: Wong Wah On Edward, Tam Cheuk Ho, Zhu Youyi, Zou Yu, Peng Wenlie, Lam Kwan Sing, Ng Kin Sing,
Yip Wing Hang and Li Feilie. None of the Company’s directors or officers are representatives of any government entity in the PRC.
None of the members of the board of directors of the
Company or any of our consolidated foreign entities is an official of the Chinese Communist Party, except for the following:
| 1. | Zheng
Lei is a director of Shanghai Onway, a director of Bayannaoer City Feishang
Mining Company Limited (“Bayannaoer Mining”), and a supervisor of Yunnan Feishang Mining Co., Limited, Shenzhen Feishang
Management and Consulting Co., Limited, and Shenzhen Qianhai Feishang Environmental Investment Co., Limited. Zheng Lei is a member of
the Chinese Communist Party. |
| 2. | Ding Daohua, a director of Bayannaoer Mining, is a retired civil servant in the PRC. |
| 3. | Zhang
Huachun, a director of Yangpu Shuanghu Industrial Development Co., Limited, is a member of the Chinese Communist Party. |
| 4. | Qiu Jiangping, a director of Shanghai Onway, is a member of the Chinese Communist Party. |
| 5. | Zhang
Zhengshi is a director of Zhejiang Xinyu and a director of Shaoguan Angrui. Zhang Zhengshi
is a member of the Chinese Communist Party. |
| 6. | Peng Wenjie, a director of Shanghai Onway, is a member of the Chinese Communist Party. |
SIGNATURES
The registrant hereby certifies that it meets
all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report
on its behalf.
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CHINA NATURAL RESOURCES, INC. |
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| Date: August 31, 2023 |
By: |
/s/ Wong Wah On Edward |
|
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|
Wong Wah On Edward, CEO |
|
Exhibit 12.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Wong Wah On Edward, certify that:
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1. |
I have reviewed this annual report on Form 20-F of China Natural Resources, Inc.; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) Designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b) Designed such internal control
over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c) Evaluated the effectiveness of the
registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change
in the registrant’s internal control over financial reporting that occurred during the period covered by the annual report that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and
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5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) All significant deficiencies and
material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect
the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material,
that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
August 31, 2023
/s/ Wong Wah On Edward
Wong Wah On Edward
Chief Executive Officer
(Principal Executive Officer)
Exhibit 12.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION
I, Zhu
Youyi, certify that:
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1. |
I have reviewed this annual report on Form 20-F of China Natural Resources, Inc.; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) Designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b) Designed such internal control
over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c) Evaluated the effectiveness of the
registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change
in the registrant’s internal control over financial reporting that occurred during the period covered by the annual report that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and
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5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) All significant deficiencies and
material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect
the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material,
that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
August 31, 2023
/s/ Zhu Youyi
Zhu Youyi
Chief Financial Officer
(Principal Financial Officer)
Exhibit 13.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the
Annual Report on Form 20-F of China Natural Resources, Inc. (the “Company”) for the fiscal year ended December 31,
2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Wong Wah On Edward, Chief
Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1) The Report fully complies with the requirements
of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report
fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Wong Wah On Edward
Wong Wah On Edward
Chief Executive Officer
(Principal Executive Officer)
August 31, 2023
Exhibit 13.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the
Annual Report on Form 20-F of China Natural Resources, Inc. (the “Company”) for the fiscal year ended December 31, 2022
as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Zhu
Youyi, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements
of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report
fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Zhu
Youyi
Zhu Youyi
Chief Financial Officer
(Principal Financial Officer)
August 31, 2023
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