United States securities and exchange commission logo
November 7, 2022
Youyi Zhu
Chief Financial Officer
China Natural Resources, Inc.
Room 2205, 22/F, West Tower, Shun Tak Centre
168-200 Connaught Road Central
Sheung Wan, Hong Kong
Re: China Natural
Resources, Inc.
Form 20-F for
Fiscal Year Ended December 31, 2021
Response dated
September 28, 2022
File No. 000-26046
Dear Youyi Zhu:
We have reviewed your September 28, 2022 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
August 30, 2022 letter.
Form 20-F for Fiscal Year Ended December 31, 2021
Item 3. Key Information, page 1
1. We note from your
response to prior comment 3 that you will add disclosure under the
heading of Transfers
of Cash and Assets Between our Company and Our Subsidiaries.
In this regard, your
response describes three primary types of cash and asset transfers (i.e.
capital contributions,
shareholder loans and dividends). With reference to the tabular
disclosure of all
cash or asset transfers between the Company and its subsidiaries,
please further revise
to quantify the amounts presented by type or clearly state if none
have been made to date.
2. In addition to the
above, please further expand your disclosure to i) address your ability to
Youyi Zhu
FirstName LastNameYouyi Zhu
China Natural Resources, Inc.
Comapany 7,
November NameChina
2022 Natural Resources, Inc.
November
Page 2 7, 2022 Page 2
FirstName LastName
transfer cash to U.S. investors and ii) describe any limitations on
your ability to distribute
earnings from the company, including your subsidiaries, to U.S.
investors.
D. Risk Factors, page 1
3. We note from your disclosure on page iv that you exclude Hong Kong and
Macao from
your definition of PRC or China for the purpose of your
annual report. Please clarify
that all the legal and operational risks associated with having
operations in the People s
Republic of China also apply to operations in Hong Kong and Macao. In
this regard,
please ensure that your disclosure does not narrow risks related to
operating in the PRC to
mainland China only. Where appropriate, you may describe PRC law and
then explain
how commensurate laws in Hong Kong and Macao differs from PRC law and
describe
any risks and consequences to the company associated with those laws.
As an example,
please further expand the risk factor on page 21 to also provide
disclosure related to the
enforceability of civil liabilities in Hong Kong and Macao.
4. Please further expand your disclosure to address how regulatory
actions related to data
security or anti-monopoly concerns in Hong Kong or Macao have impacted
or may impact
the company s ability to conduct its business, accept foreign
investments, or list on a U.S.
or other foreign exchange.
5. Please further expand your disclosure to explain whether there are any
commensurate
laws or regulations in Hong Kong or Macao which result in oversight
over data security
and explain how this oversight impacts the company s business and to
what extent the
company believes that it is compliant with the regulations or policies
that have been
issued.
6. We note your response to prior comment 4 and your proposed additional
risk factor
disclosure stating that i) you have obtained all necessary licenses,
permits, and approvals
to operate your business in the PRC and ii) you have received all
requisite permissions or
approvals in connection with your offshore offerings under PRC law.
However, we are
unable to locate an affirmative statement indicating whether any
permissions or approvals
have been denied. Please further expand your disclosure to address
this point.
Moreover, if you relied on the advice of counsel in making these
determinations, please
revise to identify counsel. If you did not consult counsel in making
these determinations,
please revise to provide your basis for your conclusions.
We may be classified as a "resident enterprise" for PRC enterprise income tax
purposes ..., page
19
7. We note your disclosure on pages 19 and 20. Please expand to provide
disclosure about
the arrangement between Mainland China and the Hong Kong Special
Administrative
Region for the Avoidance of Double Taxation and the Prevention of
Fiscal Evasion with
respect to Taxes on Income which took effect in the PRC on January 1,
2007, if
applicable.
Youyi Zhu
China Natural Resources, Inc.
November 7, 2022
Page 3
You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or
Shannon
Buskirk, Staff Accountant, at 202-551-3717 with any questions.
FirstName LastNameYouyi Zhu Sincerely,
Comapany NameChina Natural Resources, Inc.
Division of
Corporation Finance
November 7, 2022 Page 3 Office of Energy &
Transportation
FirstName LastName