|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/18/24 China Natural Resources Inc. F-1 175:23M Edgar Tech & Bus… Inc/FA |
Document/Exhibit Description Pages Size
1: F-1 Registration Statement by a Foreign Issuer HTML 5.75M
2: EX-5.1 Legal Opinion HTML 52K
4: EX-23.1 Consent of Independent Registered Public HTML 39K
Accounting Firm
6: EX-FILING FEES Calculation of Filing Fee Tables HTML 51K
3: EX-20.1 Subsidiaries of Registrant HTML 43K
5: EX-99.2 Opinion of Commerce & Finance Law Offices HTML 59K
12: R1 Cover HTML 68K
13: R2 Condensed Consolidated Statements of Profit or HTML 87K
Loss (Unaudited)
14: R3 Condensed Consolidated Statements of Profit or HTML 47K
Loss (Unaudited) (Parenthetical)
15: R4 Condensed Consolidated Statements of Comprehensive HTML 65K
Income (Unaudited)
16: R5 Condensed Consolidated Statements of Financial HTML 149K
Position (Unaudited)
17: R6 Condensed Consolidated Statements of Changes in HTML 88K
Equity
18: R7 Condensed Consolidated Statement of Cash Flows HTML 168K
(Unaudited)
19: R8 Organization and Principal Activities HTML 104K
20: R9 Basis of Presentation HTML 90K
21: R10 Summary of Significant Accounting Policies HTML 179K
22: R11 Segment Information HTML 462K
23: R12 Revenue From Contract With Customers HTML 135K
24: R13 Finance Income and Costs HTML 88K
25: R14 Profit/(Loss) Before Income Tax HTML 114K
26: R15 Employee Benefits HTML 57K
27: R16 Income Tax Expense HTML 116K
28: R17 Earnings/(Loss) Per Share HTML 82K
29: R18 Dividend HTML 44K
30: R19 Property, Plant and Equipment HTML 147K
31: R20 Intangible Assets HTML 110K
32: R21 Leases HTML 118K
33: R22 Trade Receivable HTML 186K
34: R23 Contract Assets HTML 118K
35: R24 Other Receivables HTML 89K
36: R25 Cash and Cash Equivalents HTML 92K
37: R26 Trade Payables HTML 61K
38: R27 Other Payables and Accruals HTML 79K
39: R28 Provisions HTML 49K
40: R29 Interest-Bearing Loans and Borrowings HTML 81K
41: R30 Financial Instruments HTML 247K
42: R31 Financial Risk Management Objectives and Policies HTML 236K
43: R32 Deferred Tax Assets and Liabilities HTML 161K
44: R33 Equity HTML 100K
45: R34 Related Party Balances and Transactions HTML 189K
46: R35 Share-Based Payments HTML 90K
47: R36 Partly Owned Subsidiary With Material HTML 121K
Non-Controlling Interests
48: R37 Notes to the Consolidated Statements of Cash Flows HTML 105K
49: R38 Commitments HTML 46K
50: R39 Subsequent Events HTML 53K
51: R40 Condensed Financial Information of the Company HTML 124K
52: R41 Other Non-Current Assets HTML 54K
53: R42 Approval of the Interim Financial Statements HTML 43K
54: R43 Basis of Presentation (Policies) HTML 77K
55: R44 Summary of Significant Accounting Policies HTML 238K
(Policies)
56: R45 Organization and Principal Activities (Tables) HTML 99K
57: R46 Summary of Significant Accounting Policies HTML 56K
(Tables)
58: R47 Segment Information (Tables) HTML 452K
59: R48 Revenue From Contract With Customers (Tables) HTML 125K
60: R49 Finance Income and Costs (Tables) HTML 85K
61: R50 Profit/(Loss) Before Income Tax (Tables) HTML 112K
62: R51 Employee Benefits (Tables) HTML 56K
63: R52 Income Tax Expense (Tables) HTML 111K
64: R53 Earnings/(Loss) Per Share (Tables) HTML 75K
65: R54 Property, Plant and Equipment (Tables) HTML 143K
66: R55 Intangible Assets (Tables) HTML 105K
67: R56 Leases (Tables) HTML 117K
68: R57 Trade Receivable (Tables) HTML 182K
69: R58 Contract Assets (Tables) HTML 113K
70: R59 Other Receivables (Tables) HTML 87K
71: R60 Cash and Cash Equivalents (Tables) HTML 88K
72: R61 Trade Payables (Tables) HTML 60K
73: R62 Other Payables and Accruals (Tables) HTML 76K
74: R63 Provisions (Tables) HTML 48K
75: R64 Interest-Bearing Loans and Borrowings (Tables) HTML 76K
76: R65 Financial Instruments (Tables) HTML 228K
77: R66 Financial Risk Management Objectives and Policies HTML 194K
(Tables)
78: R67 Deferred Tax Assets and Liabilities (Tables) HTML 162K
79: R68 Equity (Tables) HTML 99K
80: R69 Related Party Balances and Transactions (Tables) HTML 169K
81: R70 Share-Based Payments (Tables) HTML 81K
82: R71 Partly Owned Subsidiary With Material HTML 85K
Non-Controlling Interests (Tables)
83: R72 Notes to the Consolidated Statements of Cash Flows HTML 103K
(Tables)
84: R73 Condensed Financial Information of the Company HTML 120K
(Tables)
85: R74 Other Non-Current Assets (Tables) HTML 52K
86: R75 Organization and Principal Activities (Details) HTML 135K
87: R76 Summary of Significant Accounting Policies HTML 50K
(Details)
88: R77 Summary of Significant Accounting Policies HTML 48K
(Details 1)
89: R78 Summary of Significant Accounting Policies HTML 50K
(Details 2)
90: R79 Summary of Significant Accounting Policies HTML 42K
(Details Narrative)
91: R80 Segment Information (Details) HTML 162K
92: R81 Segment Information (Details 1) HTML 45K
93: R82 Segment Information (Details Narrative) HTML 46K
94: R83 Revenue From Contracts With Customers (Details) HTML 100K
95: R84 Revenue From Contracts With Customers (Details 1) HTML 45K
96: R85 Revenue From Contracts With Customers (Details HTML 44K
Narrative)
97: R86 Finance Income and Costs (Details) HTML 83K
98: R87 Profit/(Loss) Before Income Tax (Details) HTML 116K
99: R88 Employee Benefits (Details) HTML 54K
100: R89 Income Tax Expense (Details) HTML 50K
101: R90 Income Tax Expense (Details 1) HTML 49K
102: R91 Income Tax Expense (Details 2) HTML 67K
103: R92 Income Tax Expense (Details 3) HTML 45K
104: R93 Earnings/(Loss) Per Share (Details) HTML 63K
105: R94 Income Tax Expense (Details Narrative) HTML 51K
106: R95 Property, Plant and Equipment (Details) HTML 105K
107: R96 Intangible Assets (Details) HTML 80K
108: R97 Dividend (Details Narrative) HTML 42K
109: R98 Leases (Details) HTML 56K
110: R99 Intangible Assets (Details Narrative) HTML 48K
111: R100 Leases (Details 1) HTML 68K
112: R101 Leases (Details 2) HTML 48K
113: R102 Leases (Details Narrative) HTML 42K
114: R103 Trade Receivable (Details) HTML 59K
115: R104 Trade Receivable (Details 1) HTML 53K
116: R105 Trade Receivables (Details 2) HTML 46K
117: R106 Trade Receivable (Details 3) HTML 69K
118: R107 Trade Receivable (Details Narrative) HTML 45K
119: R108 Contract Assets (Details) HTML 61K
120: R109 Contract Assets (Details 1) HTML 46K
121: R110 Contract Assets (Details Narrative) HTML 50K
122: R111 Other Receivables (Details) HTML 65K
123: R112 Other Receivables (Details 1) HTML 45K
124: R113 Cash and Cash Equivalents (Details) HTML 50K
125: R114 Cash and Cash Equivalents (Details 1) HTML 49K
126: R115 Trade Payables (Details) HTML 42K
127: R116 Trade Payables (Details 1) HTML 50K
128: R117 Other Payables and Accruals (Details) HTML 68K
129: R118 Provisions (Details) HTML 48K
130: R119 Interest-Bearing Loans and Borrowings (Details) HTML 54K
131: R120 Interest-Bearing Loans and Borrowings (Details HTML 43K
Narrative)
132: R121 Financial Instruments (Details) HTML 55K
133: R122 Financial Instruments (Details 1) HTML 70K
134: R123 Financial Instruments (Details 2) HTML 48K
135: R124 Financial Instruments (Details 3) HTML 54K
136: R125 Financial Instruments (Details Narrative) HTML 61K
137: R126 Financial Risk Management Objectives and Policies HTML 79K
(Details)
138: R127 Financial Risk Management Objectives and Policies HTML 56K
(Details Narrative)
139: R128 Deferred Tax Assets and Liabilities (Details) HTML 50K
140: R129 Deferred Tax Assets and Liabilities (Details 1) HTML 49K
141: R130 Deferred Tax Assets and Liabilities (Details 2) HTML 61K
142: R131 Deferred Tax Assets and Liabilities (Details 3) HTML 65K
143: R132 Deferred Tax Assets and Liabilities (Details 4) HTML 46K
144: R133 Deferred Tax Assets and Liabilities (Details 5) HTML 51K
145: R134 Equity (Details) HTML 48K
146: R135 Equity (Details 1) HTML 67K
147: R136 Related Party Balances and Transactions (Details) HTML 54K
148: R137 Related Party Balances and Transactions (Details HTML 78K
1)
149: R138 Related Party Balances and Transactions (Details HTML 50K
2)
150: R139 Related Party Balances and Transactions (Details HTML 54K
Narrative)
151: R140 Share-Based Payments (Details) HTML 45K
152: R141 Share-Based Payments (Details 1) HTML 48K
153: R142 Share-Based Payments (Details 2) HTML 47K
154: R143 Share-Based Payments (Details 3) HTML 50K
155: R144 Share-Based Payments (Details Narrative) HTML 57K
156: R145 Partly Owned Subsidiary With Material HTML 50K
Non-Controlling Interests (Details)
157: R146 Partly Owned Subsidiary With Material HTML 87K
Non-Controlling Interests (Details 1)
158: R147 Partly Owned Subsidiary With Material HTML 92K
Non-Controlling Interests (Details Narrative)
159: R148 Notes to the Consolidated Statements of Cash Flows HTML 69K
(Details)
160: R149 Notes to the Consolidated Statements of Cash Flows HTML 46K
(Details 1)
161: R150 Notes to the Consolidated Statements of Cash Flows HTML 44K
(Details Narrative)
162: R151 Commitments (Details Narrative) HTML 45K
163: R152 Subsequent Events (Details Narrative) HTML 65K
164: R153 Condensed Financial Information of the Company HTML 113K
(Details)
165: R154 Condensed Financial Information of the Company HTML 63K
(Details 1)
166: R155 Condensed Financial Information of the Company HTML 61K
(Details 2)
167: R156 Segment Information (Details 1) HTML 72K
168: R157 Trade Receivable (Details 2) HTML 46K
169: R158 Condensed Financial Information of the Company HTML 57K
(Details Narrative)
170: R159 Other Non-Current Assets (Details) HTML 47K
172: XML IDEA XML File -- Filing Summary XML 337K
175: XML XBRL Instance -- chnr_f-1_htm XML 8.03M
171: EXCEL IDEA Workbook of Financial Report Info XLSX 397K
8: EX-101.CAL XBRL Calculations -- chnr-20230630_cal XML 298K
9: EX-101.DEF XBRL Definitions -- chnr-20230630_def XML 923K
10: EX-101.LAB XBRL Labels -- chnr-20230630_lab XML 1.76M
11: EX-101.PRE XBRL Presentations -- chnr-20230630_pre XML 1.56M
7: EX-101.SCH XBRL Schema -- chnr-20230630 XSD 528K
173: JSON XBRL Instance as JSON Data -- MetaLinks 566± 765K
174: ZIP XBRL Zipped Folder -- 0001079973-24-000389-xbrl Zip 1.06M
Exhibit 5.1
| Our ref | RDS/763360-000001/28963530v1 |
| Direct tel | +852 2971 3046 |
| richard.spooner@maples.com |
China Natural Resources, Inc.
Room 2205, 22/F, West Tower, Shun Tak Centre
168-200 Connaught Road Central
Sheung Wan, Hong Kong
18 March 2024
Dear Sirs
China Natural Resources, Inc.
We have acted as counsel as to British Virgin Islands law to China Natural Resources, Inc., a company limited by shares incorporated with limited liability in the British Virgin Islands (the "Company"), in connection with the Company's registration statement on Form F-1, filed on 18 March 2024 with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Registration Statement"), relating to the offering (the "Offering") for resale, from time to time, by certain shareholders of the Company (the "Selling Shareholders"), of up to 1,190,297 Common Shares (as defined below) of the Company (the "Offered Shares"), issuable upon exercise of certain outstanding warrants to purchase Common Shares
| 1 | Documents Reviewed |
We have reviewed originals, copies, drafts or conformed copies of the following documents:
| 1.1 | The public records of the Company on file and available for public inspection at the Registry of Corporate Affairs in the British Virgin Islands (the "Registry of Corporate Affairs") on 18 March 2024, including the Company's Certificate of Incorporation and its Amended and Restated Memorandum and Articles of Association registered on 16 January 2014 (the "Memorandum and Articles"). |
| 1.2 | The records of proceedings available from a search of the electronic records maintained on the Judicial Enforcement Management System from 1 January 2000 and available for inspection on 18 March 2024 at the British Virgin Islands High Court Registry (the "High Court Registry"). |
| 1.3 | The written resolutions of the board of directors of the Company dated 16 February 2024 and 18 March 2024 and the written resolutions of the Pricing Committee of the board of directors of the Company dated 16 February 2024 (together, the "Resolutions"). |
| 1.4 | A certificate of good standing with respect to the Company issued by the Registrar of Corporate Affairs dated 19 February 2024 (the "Certificate of Good Standing"). |
| 1.5 | A certificate from a director of the Company (a copy of which is attached as Annexure A) (the "Director's Certificate"). |
| 1.6 | The Registration Statement, and the prospectus included in the Registration Statement (the "Prospectus"). |
We are furnishing this opinion as Exhibits 5.1 and 23.2 to the Registration Statement.
| 2 | Assumptions |
The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the British Virgin Islands which are in force on the date of this opinion letter. In giving the following opinions we have relied (without further verification) upon the completeness and accuracy, as at the date of this opinion letter, of the Director's Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
| 2.1 | Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals. |
| 2.2 | All signatures, initials and seals are genuine. |
| 2.3 | The Company will receive consideration for the issue of the Common Shares, and if such consideration is, in whole or in part, other than money, the directors of the Company shall resolve that, in their opinion, the present cash value of the non-money consideration and money consideration, if any, is not less than the amount to be credited for the issue of the shares. |
| 2.4 | There will be sufficient Common Shares authorised for issue under the Memorandum and Articles to enable the Company to issue such Common Shares. |
| 2.5 | All public records of the Company which we have examined are accurate and the information disclosed by the searches which we conducted against the Company at the Registry of Corporate Affairs and the High Court Registry is true and complete and such information has not since then been altered and such searches did not fail to disclose any information which had been delivered for registration but did not appear on the public records at the date of our searches. |
| 2.6 | There is nothing under any law (other than the laws of the British Virgin Islands) which would or might affect the opinions set out below. Specifically, we have made no independent investigation of the laws of the State of New York. |
| 3 | Opinions |
Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:
| 3.1 | The Company is a company limited by shares incorporated with limited liability under the BVI Business Companies Act (As Revised) (the "Act"), is in good standing at the Registry of Corporate Affairs, and is validly existing under the laws of the British Virgin Islands. |
| 3.2 | Immediately upon the completion of the Offering, the Company will be authorized to issue up to 210,000,000 shares consisting of (a) 200,000,000 common shares of the Company of no par value ("Common Shares"), and (b) 10,000,000 preferred shares of the Company of no par value. |
| 3.3 | The sale and transfer of the Offered Shares by the Selling Shareholders pursuant to the Offering have been duly authorised by the Company. |
| 3.4 | The issue and allotment of the Offered Shares have been duly authorised and when allotted, issued and paid for as contemplated in the Registration Statement and the Prospectus, the Offered Shares will be legally issued and allotted, fully paid and non-assessable. As a matter of British Virgin Islands law, a share is only issued when it has been entered in the register of members (shareholders). |
| 4 | Qualifications |
In this opinion the phrase "non-assessable" means, with respect to shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the heading "Legal Matters" and elsewhere in the Prospectus included in the Registration Statement. In providing our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the Rules and Regulations of the Securities and Exchange Commission thereunder.
Yours faithfully
/s/ Maples and Calder (Hong Kong) LLP
Maples and Calder (Hong Kong) LLP
Annexure A
Director's Certificate
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/21/24 China Natural Resources Inc. 6-K 2/16/24 7:723K Edgar Tech & Bus… Inc/FA 12/22/23 China Natural Resources Inc. 6-K 6/30/23 100:7.9M Edgar Tech & Bus… Inc/FA 7/28/23 China Natural Resources Inc. 6-K 7/28/23 3:330K Edgar Tech & Bus… Inc/FA 5/15/23 China Natural Resources Inc. 20-F 12/31/22 172:18M Edgar Tech & Bus… Inc/FA 2/28/23 China Natural Resources Inc. 6-K 2/28/23 3:542K Edgar Filing LLC/FA 11/18/22 China Natural Resources Inc. F-3 6:977K Edgar Filing LLC/FA 5/17/22 China Natural Resources Inc. 20-F 12/31/21 166:19M Edgar Filing LLC/FA 4/30/18 China Natural Resources Inc. 20-F 12/31/17 9:4.1M Edgar Filing LLC/FA 6/19/17 China Natural Resources Inc. 20-F 12/31/16 13:4M Edgar Filing LLC/FA 4/06/15 China Natural Resources Inc. 6-K 4/06/15 4:216K Edgar Filing LLC/FA 8/13/14 China Natural Resources Inc. 6-K 8/13/14 2:314K Edgar Filing LLC/FA 1/30/14 China Natural Resources Inc. 6-K 1/30/14 4:450K Edgar Filing LLC/FA |