SEC Comment Letter 0000000000-23-007827 to CHINA NATURAL RESOURCES INC (CHNR) (CIK 0000793628) (CHNR)
CHINA NATURAL RESOURCES INC (CHNR) (CIK 0000793628)
Date: July 21, 2023 · CIK: 0000793628 · Accession: 0000000000-23-007827
AI Filing Summary & Sentiment
File numbers found in text: 000-26046
Letter
United States securities and exchange commission logo July 21, 2023 Zhu Youyi 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 the Fiscal Year Ended December 31, 2022 Filed May 15, 2023 File No. 000-26046 Dear Zhu Youyi: We have limited our review of your filing to the submission and/or disclosures as required by Item 16I of Form 20-F 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. After reviewing your response to these comments, we may have additional comments. Form 20-F for the Fiscal Year Ended December 31, 2022 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 85 1.Pursuant to paragraph (a) of Item 16I, please clarify whether you are owned or controlled by a governmental entity in the foreign jurisdiction or tell us why you are not required to do so. Please supplementally describe any materials that were reviewed and tell us whether you relied upon any legal opinions or third party certifications such as affidavits as the basis for this submission. In your response, please provide a similarly detailed discussion of the materials reviewed and legal opinions or third party certifications relied upon in connection with the required disclosures under paragraphs (b)(2) and (3). 2.In order to clarify the scope of your review, please supplementally describe the steps you have taken to confirm that none of the members of your board or the boards of your consolidated foreign operating entities are officials of the Chinese Communist Party. For instance, please tell us how the board members’ current or prior memberships on, or affiliations with, committees of the Chinese Communist Party factored into your determination. In addition, please tell us whether you have relied upon third party
FirstName LastNameZhu Youyi Comapany NameChina Natural Resources Inc. July 21, 2023 Page 2 FirstName LastName Zhu Youyi China Natural Resources Inc. July 21, 2023 Page 2 certifications such as affidavits as the basis for your disclosure. 3.We note that your disclosures pursuant to Items 16I(b)(2), (b)(3), (b)(4) and (b)(5). We also note that your disclosures in Exhibit 8 that indicate that you have subsidiaries in Hong Kong and outside of China. Please note that Item 16I(b) requires that you provide disclosures for yourself and all of your consolidated foreign operating entities.
•With respect to (b)(2), please supplementally clarify the jurisdictions in which your consolidated foreign operating entities are organized or incorporated and provide the percentage of your shares or the shares of your consolidated operating entities owned by governmental entities in each foreign jurisdiction in which you have consolidated operating entities. •With respect to (b)(3), (b)(4) and (b)(5), please provide the required information for you and all of your consolidated foreign operating entities in your supplemental response. 4.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included language that such disclosure is “to our knowledge.” Please supplementally confirm without qualification, if true, that your articles and the articles of your consolidated foreign operating entities do not contain wording from any charter of the Chinese Communist Party. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Jimmy McNamara at 202-551-7349 or Christopher Dunham at 202-551- 3783 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program cc: Leland S. Benton
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United States securities and exchange commission logo
July 21, 2023
Zhu Youyi
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 the Fiscal Year Ended December 31, 2022
Filed May 15, 2023
File No. 000-26046
Dear Zhu Youyi:
We have limited our review of your filing to the submission and/or disclosures as
required by Item 16I of Form 20-F 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.
After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 85
1.Pursuant to paragraph (a) of Item 16I, please clarify whether you are owned or controlled
by a governmental entity in the foreign jurisdiction or tell us why you are not required to
do so. Please supplementally describe any materials that were reviewed and tell us
whether you relied upon any legal opinions or third party certifications such as affidavits
as the basis for this submission. In your response, please provide a similarly detailed
discussion of the materials reviewed and legal opinions or third party certifications relied
upon in connection with the required disclosures under paragraphs (b)(2) and (3).
2.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party. For
instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your
determination. In addition, please tell us whether you have relied upon third party
FirstName LastNameZhu Youyi
Comapany NameChina Natural Resources Inc.
July 21, 2023 Page 2
FirstName LastName
Zhu Youyi
China Natural Resources Inc.
July 21, 2023
Page 2
certifications such as affidavits as the basis for your disclosure.
3.We note that your disclosures pursuant to Items 16I(b)(2), (b)(3), (b)(4) and (b)(5). We
also note that your disclosures in Exhibit 8 that indicate that you have subsidiaries in
Hong Kong and outside of China. Please note that Item 16I(b) requires that you provide
disclosures for yourself and all of your consolidated foreign operating entities.
•With respect to (b)(2), please supplementally clarify the jurisdictions in which your
consolidated foreign operating entities are organized or incorporated and provide the
percentage of your shares or the shares of your consolidated operating entities owned
by governmental entities in each foreign jurisdiction in which you have consolidated
operating entities.
•With respect to (b)(3), (b)(4) and (b)(5), please provide the required information for
you and all of your consolidated foreign operating entities in your supplemental
response.
4.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included
language that such disclosure is “to our knowledge.” Please supplementally confirm
without qualification, if true, that your articles and the articles of your consolidated
foreign operating entities do not contain wording from any charter of the Chinese
Communist Party.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Jimmy McNamara at 202-551-7349 or Christopher Dunham at 202-551-
3783 with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc: Leland S. Benton