China Natural Resources Inc – ‘20-F’ for 12/31/04 – EX-1.3

On:  Friday, 6/10/05, at 1:57pm ET   ·   For:  12/31/04   ·   Accession #:  1116502-5-1354   ·   File #:  0-26046

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Annual Report of a Foreign Private Issuer   —   Form 20-F
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual Report                                         64    304K 
 2: EX-1.3      Board of Directors Resolutions                         2±     8K 
 3: EX-8        Subsidiaries of the Registrant                         1      6K 
 4: EX-12.1     Statement re: Computation of Ratios                    2±     9K 
 5: EX-12.2     Statement re: Computation of Ratios                    2±     9K 
 6: EX-13.1     Annual or Quarterly Report to Security Holders         1      6K 
 7: EX-13.2     Annual or Quarterly Report to Security Holders         1      6K 

EX-1.3   —   Board of Directors Resolutions

 Exhibit 1.3
 -----------

 BILLION LUCK COMPANY LTD.
 ("Company")
Unanimous Written Resolution of the Directors of the Company
Dated the 24th day of September 2004

------------------------------------------------------------------------------- 

DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B PREFERRED SHARES 
------------------------------------------------------------------------------- 

IT WAS NOTED that the Company proposed to merge with China Resources            
Development, Inc. ("China Resources"), a Nevada Corporation, with the Company   
being the Surviving Corporation after the merger (the "Merger"). The Merger will
be effected by an exchange of shares of China Resources into shares of the      
Company. The aggregate number of shares of common stock which China Resources   
has authority to issue is 200,000,000 of which 1,247,823 outstanding and        
10,000,000 shares of preferred stock of which 320,000 are outstanding and       
designated as series B preferred stock.                                         

IT WAS RESOLVED that, in order to facilitate the shares exchange, 320,000 shares
of the Company's authorized class of preferred shares is hereby established as  
Series B Preferred Shares, without par value (the "Series B Preferred Shares"). 
The preferences and relative, participating, optional, or other special rights  
of, and the qualifications, limitations and restrictions imposed upon the Series
B Preferred Shares shall be as follows:                                         

   The Series B Preferred Shares shall entitle the holder thereof to
   voting rights to the same extent and in the same manner as Common
  Shares, such Series B Preferred Shares being aggregated with any
     outstanding Common Shares at the record date of any vote for voting
purposes of the Company. The Series B Preferred Shares have no
    preemptive or other subscription rights and are not subject to any
     future calls or assessments. There is no redemption or sinking fund
    provisions applicable to Series B Preferred Shares, and holders of
        Series B Preferred Shares have no rights whatsoever to dividends or to
distributions upon liquidation or dissolution of the Company. 

        None of the Series B Preferred Shares shall entitle the holders of any
         demand registration rights and the Company shall not take any action to
facilitate the registration of such shares; provided, however,
         notwithstanding the forgoing, the Company may, at its option and in its
sole discretion, include the Series B Preferred Shares in a   
registration statement filed by the Company.                  

      The Company may, at its option and in its sole discretion, issue any
       other class or series of preferred shares with rights and preferences
       superior to or in parity with the rights and preferences attributable
to the Series B Preferred Shares.                             

________________________                           ____________________________ 
Tam Cheuk Ho                                       Wong Wah On                  

_______________________                                                         
Ching Lung Po