SecProbe.io

December 21, 2012

Via U.S. Mail
Mr. Li Feilie
Chief Executive Officer
China Natural Resources, Inc.
Shun Tak Centre, West Tower, Room 2205
168-200 Connaught Road Central
Sheung Wan, Hong Kong

 Re: China Natural Resources, Inc.
  Form 20 -F for Fiscal Year Ended December 31, 2011
  Filed April 27, 2012
  File No. 000 -26046

Dear Mr. Feilie:

We have reviewed your filing  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 this letter within  ten business days by amending your filing, by
providing the requested information , or by advising us when you will provide the requested
response.  If you do not believe our comments apply to your facts and circumstances, or do not
believe an amendment is appropriate, please  tell us why in your response.

After reviewing any amendment to your filing and the  information you provide in
response to these comments, we may have additional comments.

Form 20 -F for Fiscal Year Ended December 31, 2011

General

1. It appears that some of your operations as described on your company website are not
disclosed in your Form 20-F.  Please explain this apparent  inconsistency .

Business Overview, page 19
Coal Mining Operations page 31

2. Please provide a summary of your production and sale tonnages for each of your coal
mines pursuant to the Instructi ons to Item 4.D of Form 20 -F.

Mr. Li Feilie
China Natural Resources, Inc.
December 21, 2012
Page 2

 3. Please forward to our engineer, as supplemental informa tion and not as part of your
filing, the September 2011 Behre Dolbear technical reports referenced in regards to your
coal reserves, pursuant to paragraph (c) of Industry Guide 7.  Please provide this
information on a CD, formatted as Adobe PDF files.  Ple ase also provide the name and
phone number for a technical person whom our engineer may call if he has technical
questions about your reserves.  You may ask to have this information returned by making
a written request at the time it is furnished, as provi ded in Rule 12b -4 of Regulation 12B.
If you have questions concerning the above request, please contact John Coleman,
Mining Engineer at (202) 551 -3610.

Operating and Financial Review and Prospects, page 48

4. In order to provide an investor with a better understanding, in future filings, please
expand your disclosure here or in the footnotes to your financial statements to address the
nature of the assets included in construction -in-progress at each balance sheet date, as
well as the costs accumulated in t his category in each fiscal year.  Please provide us with
draft disclosure of your planned changes .

Critical Accounting Policies, page 51

5. We note you disclose certain liquidity and going concern considerations on page F -12.
Given these considerations, as well as your recent operating losses, please expand your
disclosure to address your critical accounting policy considerations concerning
impairment of your long -lived assets, or tell us why no additional disclosure is necessary.
Refer to SEC Release 33 -8350, which can be found at:
http://www.sec.gov/rules/interp/33 -8350.htm.  In your response, please clarify for us
whether  you considered your  recent performance and liquidity concerns as an indication
of impairment in the context of paragraph 9 of IAS 36.  Also, tell us whether you
performed an impairment test in 2011 or subsequently in 2012, and if so, tell us the
results of that test as well as  how you identified  your cash generating units when
performing your test.

Issued but Not Yet Effective International Financial Reporting Standards, page 54

6. Please provide us with the extent to which you expect the ado ption of IFRIC
Interpretation 20, “ Stripping Costs in the Pro duction Phase of a Surface Mine”, will
impact your financial statements.  Refer to SAB Topic 11 .M.

Controls and Procedures, page 81

7. We note you disclose your management has concluded your “disclosure controls and
procedures were effective to ensure that information required to be disclosed in your
periodic reports filed under the Exchange Act is recorded, processed summarized and

Mr. Li Feilie
China Natural Resources, Inc.
December 21, 2012
Page 3

 reported, within the time periods specified by the Securities and Exchange Commission .”
The definition of disclosure controls and procedures in Rule 1 3a-15(e) of the Exchange
Act also includes “controls and procedures designed to ensure that information required
to be disclosed by an issuer in the reports that it files or submits under the [Exchange]
Act is accumulated and communicated to the issuer's m anagement, including its principal
executive and principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure.”  Please confirm in
future filings you will expand your disclosu re to include your determination of the
effectiveness of disclosure controls and  procedures, as fully defined.

Notes to the Conso lidated Financial Stateme nts, page F -11
Note 2.3 – Summary of Significant Accounting Policies, page F -13
(e) Property, Plant and Equipm ent, page F -15

8. Please confirm in future filings you will revise you r disclosure to clarify how you
account for mine development costs, pre -production stripping costs and production -stage
stripping costs.  Please provide us with draft disclosure of your pla nned revisions.

9. We note your disclosure that your calculation of amortization of mining rights is over the
estimated “reserves” of the mines and on page F -29 that you determine “the depreciation
and/or amortization of mining -related assets  by the act ual units of production over the
estimated reserves of the mines.”  Please clarify for us, and confirm in future filings you
will revise to clarify, whether the reserves referenced here are proven and probable
reserves or some other measure .

10. It appears yo u depreciate mine development costs on a straight line basis over 15 to 35
years.  Please tell us why you have determined the straight -line method to be a more
appropriate basis for depreciation versus the units -of-production method (based on the
proven and probable reserves).  Please tell us how the years used in your straight -line
depreciation of mine development costs corresponds to the life of your mines and the
amounts of reserves expected to be extracted over the life of those mines.

Note 2.4  – First-Time Adoption of IFRS , page F-23
Exemptions Applied, page F -23

11. Based on your disclosure here, it appears you only applied a mandatory exemption
related to estimates and did not apply any optional exemptions as part of your transition
to IFRS.  Please confirm to us th at you did not apply any optional exemptions as detailed
in paragraph 18 and Appendices C throu gh E of IFRS 1.  If such optional exemptions
were applied (e.g., share -based payment transactions, cumulative translation differences
and decommissioning liabili ties included in the cost of property , plant and equipment ),
please provide us with an explanation of how such optional exemptions were applied and
why such disclosure was not included in your financial statements.

Mr. Li Feilie
China Natural Resources, Inc.
December 21, 2012
Page 4

Note 2.5 – Significant Ac counting Judg ments, Est imates and Assu mptions , page F -28
Reserve Estimates, page F -29

12. Please clarify for us, and confirm in future filings you will revise to disclose, the
framework or guidelines that you use to estimate and define reserves (e.g. Industry Guide
7).

Note 19 – Profit (Loss) before Income Tax, page F -41

13. We note your disclosure herein of a price adjustment fund.  Please clarify for us what this
fund represents and how it relates to your business .

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they ar e responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclos ure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Mr. Li Feilie
China Natural Resources, Inc.
December 21, 2012
Page 5

You may contact James Giugliano at (202) 551 -3319, or Brian Bhandari at (202) 551 -3390 , if
you have questions regarding comments on the financial statements and related matters.  You
may contact John Coleman, Mining Engineer, at (202) 551 -3610 with questions about
engineering comments.  Please contact me at (202) 551 -3871 with any other que stions.

        Sincerely,

        /s/Tia L. Jenkins

        Tia L. Jenkins
Senior Assistant Chief Accountan t
Office of Beverages, Apparel, and
Mining