REPORT OF FOREIGN PRIVATE ISSUER

 



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 December 2015.


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): ¨








 



Effective Date of Action by Written Consent of Members


As previously reported in the definitive information statement of China Natural Resources, Inc. (the “Company”), relating to its 2015 annual meeting of members (i.e., shareholders), on November 16, 2015, Feishang Group Limited, the holder of 14,480,593 common shares (constituting approximately 58.1% of the Company’s outstanding common shares as of the November 13, 2015 record date), executed a written consent in lieu of meeting of members to (a) elect Yip Wing Hang and Lam Kwan Sing as Class II Directors for a term ending immediately following the Company’s 2018 annual meeting of members, and (b) ratify the appointment of Ernst & Young Hua Ming LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015.  


The written consent in lieu of meeting of members provides that the actions taken will become effective not less than 20 days following the date that the Company’s definitive information statement is first disseminated to members.  


This Current Report is filed to disclose that the actions taken by members on November 16, 2015 became effective on December 24, 2015. The date these actions became effective is also deemed to be the date of the Company’s 2015 annual meeting of members.


Unaudited Results of Operations


Furnished herewith on behalf of China Natural Resources, Inc. are the following:


(a)

Unaudited Financial Statements:


-

Condensed Consolidated Statements Of Profit or Loss and Other Comprehensive Income (Unaudited) For The Three and Six Months Ended June 30, 2015 and 2014


-

Condensed Consolidated Statements Of Financial Position as of June 30, 2015 (Unaudited) and December 31, 2014


-

Condensed Consolidated Statements Of Cash Flows (Unaudited) For The Six Months Ended June 30, 2015 and 2014


-

Notes to Condensed Consolidated Financial Statements (Unaudited)


(b)

Management’s Discussion and Analysis of Financial Condition and Results of Operations


Temporary Suspension of Mining Operations at Yangchong Mine


Due to the depressed market price, it is not currently economical to conduct mining activities at Yangchong Mine, the Company’s sole operating asset, and exploitation will be temporarily suspended on December 27, 2015. Management expects to resume mining activities when market conditions improve. Notwithstanding the resumption of mining activities, depletion of probable reserves at Yangchong Mine is likely to occur soon thereafter. Following depletion of probable reserves, the Company intends to continue mining inferred resources at the mine. The amount of inferred resources cannot accurately be predicted. The Company also continues to explore opportunities to acquire other projects in China that can generate cash and add value to our shareholders.


Press Release


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


99.1

Press Release dated December 24, 2015.






2 / 14



 



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: December 24, 2015

By:

/s/ LI Feilie

 

 

 

LI Feilie

 

 

 

Chairman and Chief Executive Officer

 











3 / 14



 


CHINA NATURAL RESOURCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR

LOSS AND OTHER COMPREHENSIVE INCOME (UNAUDITED)

THREE AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(Amounts in thousands, except share and per share data)


 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

 

2014

 

 

2015

 

 

2015

 

 

2014

 

 

2015

 

 

2015

 

 

 

CNY

 

 

CNY

 

 

US$

 

 

CNY

 

 

CNY

 

 

US$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CONTINUING OPERATIONS

  

 

              

  

  

 

              

  

  

 

              

  

  

 

              

  

  

 

              

  

  

 

              

  

REVENUE

 

 

4,684

 

 

 

12,058

 

 

 

1,945

 

 

 

7,896

 

 

 

15,184

 

 

 

2,449

 

COST OF SALES

 

 

(3,765

)

 

 

(13,482

)

 

 

(2,174

)

 

 

(6,028

)

 

 

(17,220

)

 

 

(2,777

)

GROSS PROFIT

 

 

919

 

 

 

(1,424)

 

 

 

(229

)

 

 

1,868

 

 

 

(2,036

)

 

 

(328

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SELLING AND DISTRIBUTION EXPENSES

 

 

(21

)

 

 

(5

)

 

 

(1

)

 

 

(50

)

 

 

(19

)

 

 

(3

)

ADMINISTRATIVE EXPENSES

 

 

(2,679

)

 

 

(2,188

)

 

 

(353

)

 

 

(5,718

)

 

 

(6,025

)

 

 

(972

)

IMPAIRMENT LOSS OF PROPERTY, PLANT AND EQUIPMENT

 

 

(7,366

)

 

 

(3,365

)

 

 

(543

)

 

 

(7,366

)

 

 

(3,365

)

 

 

(543

)

WRITE DOWN OF INVENTORIES TO NET REALIZABLE VALUE, NET

 

 

 

 

 

(1,408

)

 

 

(227

)

 

 

 

 

 

(2,304

)

 

 

 (372

)

OTHER OPERATING INCOME

 

 

13

 

 

 

120

 

 

 

19

 

 

 

293

 

 

 

120

 

 

 

20

 

OPERATING LOSS

 

 

(9,134

)

 

 

(8,270

)

 

 

(1,334

)

 

 

(10,973

)

 

 

(13,629

)

 

 

(2,198

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FINANCE COSTS

 

 

(97

)

 

 

(459)

 

 

 

(74

)

 

 

(194

)

 

 

(212

)

 

 

(34

)

INTEREST INCOME

 

 

422

 

 

 

463

 

 

 

75

 

 

 

890

 

 

 

684

 

 

 

110

 

EXCHANGE GAIN (LOSS)

 

 

69

 

 

 

 

 

 

 

 

 

76

 

 

 

(354

)

 

 

(57

)

NON-OPERATING EXPENSE, NET

 

 

 

 

 

(5

)

 

 

(1

)

 

 

 

 

 

(5

)

 

 

(1

)

LOSS BEFORE INCOME TAXES FROM CONTINUING OPERATIONS

 

 

(8,740

)

 

 

(8,271)

 

 

 

(1,334

)

 

 

(10,201

)

 

 

(13,516

)

 

 

(2,180

)

INCOME TAXES EXPENSE

 

 

(106

)

 

 

(1,132)

 

 

 

(183

)

 

 

(256

)

 

 

(1,132

)

 

 

(183

)

LOSS FOR THE PERIOD FROM CONTINUING OPERATIONS

 

 

(8,846

)

 

 

(9,403

)

 

 

(1,517

)

 

 

(10,457

)

 

 

(14,648

)

 

 

(2,363

)

DISCONTINUED OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss for the period from discontinued operations, net of tax

 

 

 

 

 

 

 

 

 

 

 

(10,708

)

 

 

 

 

 

 

LOSS FOR THE PERIOD

 

 

(8,846

)

 

 

(9,403

)

 

 

(1,517

)

 

 

(21,165

)

 

 

(14,648

)

 

 

(2,363

)

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Items to be classified to profit or loss in subsequent period:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

1,221

 

 

 

500

 

 

 

81

 

 

 

(3,410

)

 

 

579

 

 

 

94

 

Available-for-sale investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Changes in fair value

 

 

 

 

 

221

 

 

 

36

 

 

 

 

 

 

335

 

 

 

54

 

Reclassification adjustments for gains included in the consolidated statement of profit or loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- gain on disposal

 

 

 

 

 

(221

)

 

 

(36

)

 

 

 

 

 

(335

)

 

 

(54

)

TOTAL OTHER COMPREHENSIVE INCOME (LOSS)

 

 

1,221

 

 

 

500

 

 

 

81

 

 

 

(3,410

)

 

 

579

 

 

 

94

 

TOTAL COMPREHENSIVE LOSS FOR THE PERIOD, NET OF TAX

 

 

(7,625

)

 

 

(8,903

)

 

 

(1,436

)

 

 

(24,575

)

 

 

(14,069

)

 

 

(2,269

)




4 / 14



 


CHINA NATURAL RESOURCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR

LOSS AND OTHER COMPREHENSIVE INCOME (UNAUDITED)(Continued)

THREE AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(Amounts in thousands, except share and per share data)


 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

 

2014

 

 

2015

 

 

2015

 

 

2014

 

 

2015

 

 

2015

 

 

 

CNY

 

 

CNY

 

 

US$

 

 

CNY

 

 

CNY

 

 

US$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS FOR THE PERIOD ATTRIBUTABLE TO:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owners of the Company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

From continuing operations

 

 

(8,846

)

 

 

(9,403

)

 

 

(1,517

)

 

 

(10,457

)

 

 

(14,648

)

 

 

(2,363

)

From discontinued operations

 

 

 

 

 

 

 

 

 

 

 

(9,925

)

 

 

 

 

 

 

Non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

(783

)

 

 

 

 

 

 

 

 

 

(8,846

)

 

 

(9,403

)

 

 

(1,517

)

 

 

(21,165

)

 

 

(14,648

)

 

 

(2,363

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive loss attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owners of the Company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

From continuing operations

 

 

(7,625

)

 

 

(8,903

)

 

 

(1,436

)

 

 

(13,882

)

 

 

(14,069

)

 

 

(2,269

)

From discontinued operations

 

 

 

 

 

 

 

 

 

 

 

(9,910

)

 

 

 

 

 

 

Non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

(783

)

 

 

 

 

 

 

 

 

 

(7,625

)

 

 

(8,903

)

 

 

(1,436

)

 

 

(24,575

)

 

 

(14,069

)

 

 

(2,269

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS PER SHARE ATTRIBUTABLE TO OWNERS OF THE COMPANY:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- For loss from continuing operations

 

 

(0.36

)

 

 

(0.38

)

 

 

(0.06

)

 

 

(0.42

)

 

 

(0.59

)

 

 

(0.09

)

- For loss from discontinued operations

 

 

 

 

 

 

 

 

 

 

 

(0.40

)

 

 

 

 

 

 

- Net loss per share

 

 

(0.36

)

 

 

(0.38

)

 

 

(0.06

)

 

 

(0.82

)

 

 

(0.59

)

 

 

(0.09

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- For loss from continuing operations

 

 

(0.36

)

 

 

(0.38

)

 

 

(0.06

)

 

 

(0.42

)

 

 

(0.59

)

 

 

(0.09

)

- For loss from discontinued operations

 

 

 

 

 

 

 

 

 

 

 

(0.40

)

 

 

 

 

 

 

- Net loss per share

 

 

(0.36

)

 

 

(0.38

)

 

 

(0.06

)

 

 

(0.82

)

 

 

(0.59

)

 

 

(0.09

)


See notes to condensed consolidated financial statements




5 / 14



 


CHINA NATURAL RESOURCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS OF JUNE 30, 2015 (UNAUDITED) AND DECEMBER 31, 2014

(Amounts in thousands)


 

 

 

 

 

December 31,

 

 

June 30,

 

 

June 30,

 

 

 

 

 

 

2014

 

 

2015

 

 

2015

 

 

 

 

 

 

CNY

 

 

CNY

 

 

US$

 

 

 

Notes

 

 

(Audited)

 

 

(Unaudited)

 

 

(Unaudited)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

NON-CURRENT ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

5

 

 

 

13,632

 

 

 

11,028

 

 

 

1,778

  

Rehabilitation fund

 

 

 

 

 

 

3,850

 

 

 

3,946

 

 

 

636

 

Prepayments

 

 

 

 

 

 

30

 

 

 

30

 

 

 

5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL NON-CURRENT ASSETS

 

 

 

 

 

 

17,512

 

 

 

15,004

 

 

 

2,419

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inventories

 

4

 

 

 

13,511

 

 

 

4,056

 

 

 

654

 

Trade and bill receivables

 

 

 

 

 

 

 

 

 

5,019

 

 

 

809

 

Prepayments

 

 

 

 

 

 

136

 

 

 

133

 

 

 

21

 

Other receivables

 

 

 

 

 

 

614

 

 

 

391

 

 

 

65

 

Term deposits

 

 

 

 

 

 

 

 

 

3,178

 

 

 

512

 

Cash and cash equivalents

 

 

 

 

 

 

48,263

 

 

 

39,863

 

 

 

6,428

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL CURRENT ASSETS

 

 

 

 

 

 

62,524

 

 

 

52,640

 

 

 

8,489

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

 

 

 

 

 

80,036

 

 

 

67,644

 

 

 

10,908

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade and bills payables

 

 

 

 

 

 

1,462

 

 

 

1,145

 

 

 

185

 

Other payables and accrued liabilities

 

 

 

 

 

 

16,151

 

 

 

14,976

 

 

 

2,415

 

Due to a related company

 

6

 

 

 

 

 

 

4,011

 

 

 

647

 

Taxes payable

 

 

 

 

 

 

20,214

 

 

 

22,871

 

 

 

3,688

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL CURRENT LIABILITIES

 

 

 

 

 

 

37,827

 

 

 

43,003

 

 

 

6,935

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NON-CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Due to the Shareholder

 

6

 

 

 

15,374

 

 

 

11,236

 

 

 

1,812

 

Deferred Income

 

 

 

 

 

 

 

 

 

430

 

 

 

70

 

Asset retirement obligations

 

 

 

 

 

 

4,221

 

 

 

4,430

 

 

 

714

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL NON-CURRENT LIABILITIES

 

 

 

 

 

 

19,595

 

 

 

16,096

 

 

 

2,596

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

 

 

 

 

57,422

 

 

 

59,099

 

 

 

9,531

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issued capital

 

 

 

 

 

 

312,081

 

 

 

312,081

 

 

 

50,326

 

Other capital reserves

 

 

 

 

 

636,960

 

 

 

636,960

 

 

 

102,719

 

Reserves

 

 

 

 

 

 

58,171

 

 

 

61,202

 

 

 

9,870

 

Accumulated losses

 

 

 

 

 

 

(980,085

)

 

 

(997,764

)

 

 

(160,904

)

Other comprehensive losses

 

 

 

 

 

 

(4,513

)

 

 

(3,934

)

 

 

(634

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL EQUITY

 

 

 

 

 

 

22,614

 

 

 

8,545

 

 

 

1,377

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND EQUITY

 

 

 

 

 

 

80,036

 

 

 

67,644

 

 

 

10,908

 


See notes to condensed consolidated financial statements.



6 / 14



 


CHINA NATURAL RESOURCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(Amounts in thousands)


 

 

Six months ended

June 30,

 

 

 

2014

 

 

2015

 

 

2015

 

 

 

CNY

 

 

CNY

 

 

US$

 

 

 

 

 

 

 

 

 

 

 

NET CASH FLOWS USED IN OPERATING ACTIVITIES

 

 

(13,042

)

 

 

(4,263

)

 

 

(688

)

                                                                                                                                          

  

 

                   

  

  

 

                   

  

  

 

                   

  

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of items of property, plant and equipment

 

 

(2,965

)

 

 

(2,174

)

 

 

(353

)

Receipt of government grant

 

 

 

 

 

430

 

 

 

70

 

Term deposits with original maturity over three months

 

 

59

 

 

 

(3,178

)

 

 

(512

)

Purchases of available-for-sale investments

 

 

 

 

 

(105,911

)

 

 

(17,080

)

Disposal of available-for-sale investments

 

 

 

 

 

106,246

 

 

 

17,134

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET CASH FLOWS USED IN INVESTING ACTIVITIES

 

 

(2,906

)

 

 

(4,587

)

 

 

(741

)

 

 

 

 

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

Repayment to related companies

 

 

(6,244

)

 

 

(160,404

)

 

 

(25,867

)

Advances from related companies

 

 

113

 

 

 

160,168

 

 

 

25,829

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET CASH FLOWS USED IN FINANCING ACTIVITIES

 

 

(6,131

)

 

 

(236

)

 

 

(38

)

 

 

 

 

 

 

 

 

 

 

 

 

 

NET DECREASE IN CASH AND CASH EQUIVALENTS

 

 

(22,079

)

 

 

(9,086

)

 

 

(1,467

)

 

 

 

 

 

 

 

 

 

 

 

 

 

NET FOREIGN EXCHANGE DIFFERENCE

 

 

570

 

 

 

686

 

 

 

112

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 

 

76,591

 

 

 

48,263

 

 

 

7,783

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

 

55,082

 

 

 

39,863

 

 

 

6,428

 


See notes to condensed consolidated financial statements.




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CHINA NATURAL RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except share, per share and per tonne data)


1. BASIS OF PRESENTATION


On January 22, 2014, China Natural Resources, Inc. (“CHNR”) completed the spin-off of coal business held by Feishang Anthracite Resources Limited (“Feishang Anthracite”) (formerly known as “Wealthy Year Limited”) by distribution of CHNR’s 100% equity interest in Feishang Anthracite, pro rata to all its shareholders (the “Distribution” or “Spin-off”), and completed the listing of the shares of Feishang Anthracite by introduction on the Main Board of The Stock Exchange of The Hong Kong Limited (“Hong Kong Stock Exchange”) (Note 2).


Management has prepared the accompanying unaudited condensed consolidated financial statements for the three-month and six-month periods ended June 30, 2015, and these operating results are not necessarily indicative of the results that may be expected for the year ending December 31, 2015.


The condensed consolidated statements of financial position at December 31, 2014 has been derived from the audited consolidated financial statements at that date but does not include all the information and footnotes required by International Financial Reporting Standards (“IFRS”) for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in CHNR’s annual report on Form 20-F for the year ended December 31, 2014.


The consolidated financial statements include the accounts of CHNR and those subsidiaries in which CHNR has direct or indirect controlling interests (collectively referred to as the “Company”). The Company’s subsidiaries as of December 31, 2014, are as described in the Company’s Form 20-F for the year ended December 31, 2014.


For the convenience of readers, amounts in Renminbi, the Chinese currency (“CNY”), have been translated into United States dollars (“US$”) at the applicable rate of US$1.00 = CNY6.2010 as quoted by Bloomberg Finance L.P. as of June 30, 2015, except as disclosed otherwise. No representation is made that the CNY amounts could have been, or could be, converted into US$ at that rate, or at all.


2. DISCONTINUED OPERATIONS


On December 31, 2013, the Company announced that its board of directors has approved the Spin-Off and listing by way of introduction on the Hong Kong Stock Exchange of its wholly-owned subsidiary, Feishang Anthracite, which currently operates the Company’s former coal mining and related businesses. The Spin-Off was effected by way of a distribution in specie by the Company of all of Feishang Anthracite’s issued and outstanding ordinary shares at par value of HK$0.01 per share (“Ordinary Shares”), to the holders of the Company’s common shares (“Common Shares”) on a pro rata basis. On January 22, 2014, the Company completed the Spin-Off and listing by way of introduction on the Hong Kong Stock Exchange of Feishang Anthracite. Since the Spin-Off, the Company has not engaged in any coal mining business and continues to operate its non-ferrous metals mining and related businesses.


The operating results of Feishang Anthracite during January 2014 are as follows:


 

 

 

One Month Ended

January 31,

 

 

 

 

2014

 

 

 

 

CNY

 

Revenue

 

 

 

21,157

 

Cost of sales

 

 

 

(10,399

)

Gross profit

 

 

 

10,758

 

Selling and distribution expenses

 

 

 

(506

)

Administrative expense

 

 

 

(8,633

)

Impairment loss on property, plant and equipment

 

 

 

 

Other operating expenses

 

 

 

 

 

 

 

 

 

 

OPERATING INCOME

 

 

 

1,619

 

                                                                                                                                                       

  

                  

  

                           

  

Finance costs

 

 

 

(11,571

)

Interest income

 

 

 

86

 

Non-operating expense, net

 

 

 

(100

)

  

 

 

 

 

 

LOSS BEFORE INCOME TAX

 

 

 

(9,966

)

 

 

 

 

 

 

Income tax expense

 

 

 

(742

)

 

 

 

 

 

 

LOSS FOR THE PERIOD FROM THE DISCONTINUED OPERATION

 

 

 

(10,708

)

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

Owners of the company

 

 

 

(9,925

)

Non-controlling interests

 

 

 

(783

)

  

 

 

 

(10,708

)



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The major classes of assets and liabilities after elimination of intra-group balances of Feishang Anthracite as at January 31, 2014 are as follows:


 

 

 

January 31,

 

 

 

 

2014

 

 

 

 

CNY

 

ASSETS

 

 

 

 

NON-CURRENT ASSETS

 

 

 

 

Property, plant and equipment

 

 

 

2,460,311

 

Rehabilitation fund

 

 

 

33,380

 

Prepayments, deposits and other receivables

 

 

 

112,422

 

Deferred tax assets

 

 

 

41,516

 

 

 

 

 

2,647,629

 

CURRENT ASSETS

 

 

 

 

 

Inventories

 

 

 

16,844

 

Trade and bills receivables

 

 

 

55,670

 

Corporate income tax refundable

 

 

 

12,417

 

Prepayments, deposits and other receivables

 

 

 

41,308

 

Pledged and restricted bank deposits

 

 

 

26,142

 

Cash and cash equivalents

 

 

 

96,811

 

 

 

 

 

249,192

 

Total assets classified as held for distribution

 

 

 

2,896,821

 

                                                                                                                                                       

  

                  

  

                           

  

LIABILITIES

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Trade and bills payables

 

 

 

104,957

 

Other payables and accrued liabilities

 

 

 

80,472

 

Interest-bearing bank and other borrowings

 

 

 

1,018,550

 

Interest payable

 

 

 

24,283

 

Income tax payable

 

 

 

10,610

 

Mining rights payables

 

 

 

28,168

 

 

 

 

 

1,267,040

 

NON-CURRENT LIABILITIES

 

 

 

 

 

Interest-bearing bank and other borrowings

 

 

 

924,799

 

Interest payable

 

 

 

17,028

 

Deferred tax liabilities

 

 

 

248,569

 

Mining rights payables

 

 

 

55,443

 

Asset retirement obligations

 

 

 

8,289

 

TOTAL NON-CURRENT LIABILITIES

 

 

 

1,254,128

 

Total liabilities directly associated with the assets classified as held for distribution

 

 

 

2,521,168

 

 

 

 

 

 

 

NET ASSETS

 

 

 

375,653

 

 

The net cash flows incurred by Feishang Anthracite are as follows:


 

 

 

One Month Ended

January 31,

2014

 

 

 

 

CNY

 

Operating activities

 

 

 

(29,603

)

Investing activities

 

 

 

(54,472

)

Financing activities

 

 

 

34,018

 

Net cash outflow

 

 

 

(50,057

)

                                                                                                                                                       

  

                  

  

                           

  

Loss per share (CNY):

 

 

 

 

 

Basic, from the discontinued operation

 

 

 

(0.40

)

Diluted, from the discontinued operation

 

 

 

(0.40

)




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The calculations of basic and diluted earnings per share from discontinued operation are based on:


 

 

One Month Ended

January 31,

2014

 

 

 

CNY

 

Losses for the period attributable to owners of the Company from discontinued operation

 

 

(9,925

)

 

  

  

                             

  

Weighted average number of Common Shares in issue during the period used in the basic earnings per share calculation

 

 

24,910,916

 

Weighted average number of Common Shares used in the diluted earnings per share calculation

 

 

24,910,916

 


3. LOSS PER SHARE


Basic loss per share amounts are calculated using the weighted average number of 24,910,916 (June 30, 2014: 24,910,916) Common Shares outstanding during the period. The Company did not have any potentially diluted shares through the six months ended June 30, 2014 and 2015. Accordingly, the diluted loss per share amounts are the same as the basic loss per share amounts.


4. INVENTORIES


 

 

December 31,

 

 

June 30,

 

 

June 30,

 

 

 

2014

 

 

2015

 

 

2015

 

 

 

CNY

 

 

CNY

 

 

US$

 

 

 

(Audited)

 

 

 

 

 

 

 

                                                                                                                                    

  

                     

  

  

                     

  

  

                     

  

Raw materials

 

 

3,482

 

 

 

3,109

 

 

 

501

 

Finished goods

 

 

10,029

 

 

 

947

 

 

 

153

 

 

 

 

13,511

 

 

 

4,056

 

 

 

654

 


5. PROPERTY AND EQUIPMENT, NET


 

 

December 31,

 

 

June 30,

 

 

June 30,

 

 

 

2014

 

 

2015

 

 

2015

 

 

 

CNY

 

 

CNY

 

 

US$

 

 

 

(Audited)

 

 

 

 

 

 

 

                                                                                                                                    

  

                     

  

  

                     

  

  

                     

  

At cost:

 

 

 

 

 

 

 

 

 

 

 

 

Buildings

 

 

22,940

 

 

 

22,959

 

 

 

3,702

 

Mining structures and mining rights

 

 

27,716

 

 

 

27,735

 

 

 

4,473

 

Machinery and equipment

 

 

7,640

 

 

 

7,613

 

 

 

1,228

 

Motor vehicles

 

 

2,565

 

 

 

2,226

 

 

 

359

 

Construction in progress

 

 

 

 

 

1,707

 

 

 

275

 

Accumulated depreciation, depletion and amortization

 

 

(38,771

)

 

 

(39,389

)

 

 

(6,352

)

Impairment

 

 

(8,458

)

 

 

(11,823

)

 

 

(1,907

)

 

 

 

13,632

 

 

 

11,028

 

 

 

1,778

 


The carrying value of the long-term assets was compared to the recoverable amount of the CGU, which was based predominantly on the value-in-use (“VIU”) approach. VIU calculations use pre-tax cash flow projections. Other key assumptions applied in the impairment tests include the production volume, expected iron price, product cost and related expenses. Management determined that these key assumptions were based on past performance and their expectations on market development. Further, at June 30, 2015, the Group adopted a pre-tax rate of 16% (2014: 16%) that reflects specific risks related to CGU as discount rates.




10 / 14



 


6. RELATED PARTY BALANCES AND TRANSACTIONS


In addition to the transactions detailed elsewhere in these financial statements, the Company had the following transactions with related parties during the period.


(a)

Commercial transactions with a related company are summarized as follows:


 

 

Six months ended June 30,

 

 

 

2014

 

 

2015

 

 

2015

 

 

 

CNY

 

 

CNY

 

 

US$

 

                                                                                                                                    

  

                     

  

  

                     

  

  

                     

  

CHNR’s share of office rental to Anka Consultants Limited (“Anka”)

 

 

435

 

 

 

435

 

 

 

70

 

 

 

 

435

 

 

 

435

 

 

 

70

 


On September 1, 2013, the Company and Feishang Anthracite entered into office sharing agreements with Anka (“New Office Sharing Agreements”), respectively. Pursuant to the New Office Sharing Agreements, the office premises, consisting of 238 square meters, are shared by the Company, Feishang Anthracite and Anka on equal basis. The Office Sharing Agreements also provides that the Company, Feishang Anthracite and Anka shall share certain costs and expenses in connection with their use of the office, in addition to some of the accounting and secretarial services and day-to-day office administration provided by Anka.


(b)

Balances with related companies


The Company’s balances with related companies are unsecured, non-interest bearing and due on demand, except to payables due to the Shareholder. The balances are summarized as follows:


 

 

December 31,

 

 

June 30,

 

 

June 30,

 

 

 

2014

 

 

2015

 

 

2015

 

 

 

CNY

 

 

CNY

 

 

US$

 

 

 

(Audited)

 

 

 

 

 

 

 

Payable to related company:

 

 

 

 

 

 

 

 

 

 

 

 

Feishang Enterprise Group Limited (“Feishang Enterprise”)

 

 

 

 

 

4,011

 

 

 

647

 

Long-term payable to the Shareholder:

 

 

 

 

 

 

 

 

 

 

 

 

Feishang Group Limited

 

 

15,374

 

 

 

11,236

 

 

 

1,812

 


7. INCOME TAX EXPENSE


Effective from January 1, 2008, the PRC’s statutory corporate income tax (“CIT”) rate is 25%. The Company’s PRC subsidiaries are subject to income tax at 25% on their respective taxable incomes as calculated in accordance with the CIT Law and its relevant regulations.


8. SUBSEQUENT EVENTS


Due to the depressed market price of iron concentrates, the exploitation of Yangchong Mine will be temporarily suspended on December 27, 2015. Management expects to resume mining activities when market conditions improve.





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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


FORWARD-LOOKING STATEMENTS


The following discussion includes statements that constitute “forward-looking statements” within the meaning of Federal securities laws. These statements include, without limitation, statements regarding the intent, belief and current expectations of management with respect to the Company's policies regarding acquisitions, investments, dispositions, financings, conflicts of interest and other business matters; and trends affecting the Company's financial condition or results of operations. Forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, many of which are outside of our control, and actual results may differ materially from those in the forward-looking statements. Among the risks and uncertainties that could cause our actual results to differ from our forward-looking statements are: uncertainties relating to our business operations and operating results; uncertainties regarding the governmental, economic and political environment in the People’s Republic of China; uncertainties associated with metal and coal 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 filings with the Securities and Exchange Commission, including without limitation the information set forth in our Annual Report on Form 20-F under the heading "Risk Factors". While management believes that its assumptions forming the bases for forward-looking statements are reasonable, assumed facts or bases generally vary from actual results, and there can be no assurance that the expectations or beliefs expressed in forward-looking statements will be achieved or accomplished.


SALES AND GROSS PROFIT


Sales for the six months ended June 30, 2015 totaled CNY15.18 million (US$2.45 million), a 92.30% increase over the same period of 2014. The increase was mainly comprised of (i) an increase in the sales volume of iron concentrates by 263.17% to 29,258 tonnes during the period from 8,056 tonnes for the same period of 2014; and (ii) an increase in the sales volume of zinc concentrates to 131 tonnes during the period from nil for the same period of 2014, which was partially offset by (i) the drop in average selling price of iron concentrate from CNY851 (US137) per tonne in the six months ended June 30, 2014 to CNY469 (US76) in the same period in 2015; and (ii)  a decrease in the sales of sulfur concentrate to 0.42 million (US$0.07 million) in the six months ended June 30, 2015 from 1.04 million (US$0.17 million) in the same period in 2014.


Sales for the second quarter of 2015 totaled CNY12.06 million (US$1.95 million), a 157.43% increase over the same period last year. This increase was mainly due to the increase in the sales volume of iron concentrates by 433.27% to 21,274 tonnes during the period from 4,910 tonnes for the same period of 2014. The reasons for the change were the same as above.


The overall gross profit margin decreased from a profit of 23.65% for the six months ended June 30, 2014 to a loss of 13.41% for the same period of 2015. The drop was mainly due to a sharp decline in the average selling price of iron concentrates. The sharp drop in the selling prices was caused by the cyclical movement in the iron markets.


The drop in gross profit margin for the second quarter of 2014, from a profit of 19.62% to a loss of 13.41% was caused by the same reason.


IMPAIRMENT LOSS ON PROPERTY, PLANT AND EQUIPMENT


An impairment loss on property, plant and equipment of CNY3.37 million (US$0.54 million) incurred for the six months ended June 30, 2015. CNY7.37 million (US$1.19 million) incurred for the same period of 2014 in connection with the price decline of iron concentrates in the period and from then on. We determined the recoverable amount of Yangchong Mine based on the mine’s VIU method, and the VIU amount is nil as of June 30, 2015, and assumes that the probable reserves of the mine will be fully depleted by the end of 2015.


WRITE DOWN OF INVENTORIES TO NET REALIZABLE VALUE, NET


The write-down of inventories to net realizable value of CNY2.30 million (US$0.37 million) was made for the six months ended June 30, 2015 in connection with the sharp decline in the sales price of iron concentrates in the period.


INCOME TAX EXPENSE


Management believes that the Company is not subject to US taxes.


Under the current laws of the BVI, dividends and capital gains arising from the Company’s investments in the BVI are not subject to income taxes and no withholding tax is imposed on payments of dividends to the Company.




12 / 14



 


The Company’s subsidiaries in the PRC are subject to a PRC enterprise income tax rate of 25% applicable to both foreign investment enterprises and domestic companies.


LOSS FOR THE PERIOD


The loss for the period decreased by CNY6.52 million (US$1.05 million) from a loss of CNY21.17 million (US$3.41 million) for the six months ended June 30, 2014 to a loss of CNY14.65 million (US$2.36 million) for the six months ended June 30, 2015. The decrease in loss was mainly caused by: (i) the decrease of loss by CNY10.71 million (US$1.73 million) from the discontinued operations for the period; and (ii) the decrease in the impairment loss on property, plant and equipment of CNY4.00 million (US$0.65 million) partially offset by: (i)  the decrease in gross profits as a result of the drop in the sale price and the increase of iron concentrate due to negative gross margin in the first half of 2015; and (ii) a write-down of inventories to net realizable value of CNY2.30 million (US$0.37 million) for the six months ended June 30, 2015 in connection with the sharp decrease in the sales price of iron concentrates in the period.


The loss for the period increased by CNY0.56 million (US$0.09 million) from CNY8.85 million (US$1.43 million) for the three months ended June 30, 2014 to CNY9.40 million (US$1.52 million) for the three months ended June 30, 2015. The increase in loss was mainly due to (i) the decrease in gross profits as a result of the drop in the sale price and the increase of iron concentrate due to negative gross margin in the first half of 2015; and (ii) a write-down of inventories to net realizable value of CNY1.41 million (US$0.23 million) for the three months ended June 30, 2015 in connection with the sharp decrease in the sales price of iron concentrates in the period, partially offset by: (i) the decrease in the impairment loss on property, plant and equipment of by CNY4.00 million (US$0.65 million).


LIQUIDITY AND CAPITAL RESOURCES


The Company’s primary liquidity needs are to fund operating expenses and capital expenditures. To date, the Company has financed its working capital requirements primarily through internally generated cash, and loans from the Shareholder. Depressed prices for iron concentrates continue to pressure our ability to generate cash internally. Due to the depressed market price, it is not currently economical to conduct mining activities at Yangchong Mine, the Company’s sole operating asset, and exploitation will be temporarily suspended on December 27, 2015. Management expects to resume mining activities when market conditions improve. Notwithstanding the resumption of mining activities, depletion of probable reserves at Yangchong Mine is likely to occur soon thereafter. Following depletion of probable reserves, the Company intends to continue mining inferred resources at the mine. The amount of inferred resources cannot accurately be predicted. The Company also continues to explore opportunities to acquire other projects in China that can generate cash and add value to our shareholders.


Net cash used for operating activities for the six months ended June 30, 2015 was approximately CNY4.26 million (US$0.69 million) as compared to CNY13.04 million (US$2.10 million) for the corresponding period in 2014. The decrease in net cash outflow was mainly due to the operating loss and the decrease of inventory.


The following summarizes the Company’s financial condition and liquidity at the dates indicated:


 

 

 

 

 

December 31,

 

 

June 30,

 

 

 

 

 

 

2014

 

 

2015

 

 

 

 

 

 

CNY

 

 

CNY

 

 

 

 

 

 

(Audited)

 

 

(Unaudited)

 

Current ratio

 

 

 

 

 

 

1.65

 

 

 

1.22

 

Working capital

 

 

 

 

 

 

24,697,000

 

 

 

9,637,000

 


Net cash used in investing activities for the six months ended June 30, 2015 was CNY4.59 million (US$0.74 million), as compared with CNY2.91 million (US$0.47 million) in the corresponding period of 2014. The increase was mainly caused by the increase of the term deposits with original maturity over three months.


Net cash used in financing activities for the six months ended June 30, 2015 was CNY0.24 million (US$0.04 million), as compared with CNY6.13 million (US$0.99 million) in the corresponding period of 2014. The net cash used in financing activities is primarily comprised of net cash used to repayment for the related parties.


OFF BALANCE SHEET ARRANGEMENTS


The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.





13 / 14



 


EXHIBIT INDEX


Exhibit Number

 

Description

99.1

     

Press Release dated December 24, 2015











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